Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2023 | Aug. 17, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-54030 | |
Entity Registrant Name | NATURALSHRIMP INCORPORATED | |
Entity Central Index Key | 0001465470 | |
Entity Tax Identification Number | 74-3262176 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5501 LBJ Freeway | |
Entity Address, Address Line Two | Suite 450 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75240 | |
City Area Code | (888) | |
Local Phone Number | 791-9474 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 880,401,536 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Current assets | ||
Cash | $ 69,771 | $ 216,465 |
Accounts receivable | 36,329 | 17,325 |
Inventory | 46,657 | 25,725 |
Prepaid expenses | 254,131 | 286,593 |
Deferred offering costs | 1,391,766 | 1,336,263 |
Total current assets | 1,798,654 | 1,882,371 |
Fixed assets, net | 14,634,999 | 15,043,715 |
Other assets | ||
Construction-in-process | 25,130 | 25,130 |
Patents, net | 6,171,000 | 6,268,500 |
License Agreement, net | 8,872,376 | 9,142,376 |
Right of Use asset | 183,950 | 204,243 |
Deposits | 20,633 | 20,633 |
Total other assets | 15,273,089 | 15,660,882 |
Total assets | 31,706,742 | 32,586,968 |
Current liabilities | ||
Accounts payable | 3,545,400 | 3,510,206 |
Short-term Note and Lines of credit | 19,817 | 19,817 |
Restructured August note payable | 2,590,000 | 2,400,000 |
Dividends payable | 360,072 | 579,248 |
Warrant liability | 305,000 | 355,000 |
Lease Liability, current | 87,804 | 87,804 |
Total current liabilities | 10,579,743 | 11,221,783 |
Restructured Senior note payable | 21,870,000 | 21,290,000 |
Note payable, less current maturities | 23,604 | |
Lease Liability, non-current | 106,208 | 125,189 |
Total liabilities | 32,555,951 | 32,660,576 |
Commitments and contingencies (Note 11) | ||
Stockholders’ deficit | ||
Series A Convertible Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at June 30, 2023 and March 31, 2023 | 500 | 500 |
Common stock, $0.0001 par value, 900,000,000 shares authorized, 868,263,739 and 803,123,748 shares issued and outstanding at June 30, 2023 and March 31, 2023, respectively | 86,891 | 80,377 |
Additional paid in capital | 123,554,174 | 121,156,733 |
Stock to be issued | 390,024 | 662,767 |
Subscription receivable | (56,250) | (56,250) |
Accumulated deficit | (170,236,548) | (167,533,292) |
Total stockholders’ deficit | (46,261,209) | (45,689,165) |
Total liabilities, mezzanine and stockholders’ deficit | 31,706,742 | 32,586,968 |
Series E Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Temporary equity, value | 1,800,000 | 2,003,557 |
Series F Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Temporary equity, value | 43,612,000 | 43,612,000 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Accrued interest | 15,753 | 923,387 |
Accrued expenses | 1,326,993 | 1,314,961 |
Notes payable | 790,704 | 671,100 |
Related Party [Member] | ||
Current liabilities | ||
Accrued interest | 225,792 | 219,542 |
Accrued expenses | 571,996 | 400,306 |
Notes payable | $ 740,412 | $ 740,412 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Mar. 31, 2023 |
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 868,263,739 | 803,123,748 |
Common stock, shares outstanding | 868,263,739 | 803,123,748 |
Series E Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 20,000 | 20,000 |
Redeemable convertible preferred stock, shares issued | 1,500 | 1,670 |
Redeemable convertible preferred stock, shares outstanding | 1,500 | 1,670 |
Series F Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 750,000 | 750,000 |
Redeemable convertible preferred stock, shares issued | 750,000 | 750,000 |
Redeemable convertible preferred stock, shares outstanding | 750,000 | 750,000 |
Series A Convertible Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Convertible preferred stock, shares issued | 5,000,000 | 5,000,000 |
Convertible preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Sales | $ 205,872 | $ 36,336 |
Cost of sales | 49,741 | |
Net revenue | 156,131 | 36,336 |
Operating expenses: | ||
General and administrative | 1,298,451 | 1,326,032 |
Research and development | 172,643 | |
Facility operations | 358,258 | 531,736 |
Depreciation | 434,809 | 525,229 |
Amortization | 367,500 | 367,500 |
Total operating expenses | 2,459,018 | 2,923,140 |
Net loss from operations | (2,302,887) | (2,886,804) |
Other income (expense): | ||
Amortization of debt discount | (2,040,000) | |
Change in fair value of derivative liability | 1,314,000 | |
Change in fair value of warrant liability | 50,000 | 1,915,000 |
Change in fair value of restructured notes | 137,634 | |
Extension fee | (180,000) | |
Gain on sale of machinery and equipment | 5,785 | |
Total other income, net | 4,456 | 686,628 |
Loss before income taxes | (2,298,431) | (2,200,176) |
Provision for income taxes | ||
Net loss | (2,298,431) | (2,200,176) |
Amortization of beneficial conversion feature on Preferred shares | (141,500) | |
Accretion on Preferred shares | (278,500) | |
Dividends | (404,825) | (102,227) |
Net loss available for common stockholders | $ (2,703,256) | $ (2,722,403) |
Loss per share (Basic) | $ 0 | $ 0 |
Loss per share (Diluted) | $ 0 | $ 0 |
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic) | 839,745,626 | 665,999,390 |
WEIGHTED AVERAGE SHARES OUTSTANDING (Diluted) | 839,745,626 | 665,999,390 |
Nonrelated Party [Member] | ||
Other income (expense): | ||
Interest expense - related parties | $ (2,713) | $ (502,372) |
Related Party [Member] | ||
Other income (expense): | ||
Interest expense - related parties | $ (6,250) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock To Be Issued [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Balance, at Mar. 31, 2022 | $ 500 | $ 67,500 | $ 96,701,607 | $ 20,132,650 | $ (150,036,023) | $ (33,133,765) | |
Balance, shares at Mar. 31, 2022 | 5,000,000 | 674,644,124 | |||||
Common stock issued for legal settlement to NSH shareholders | $ 6,112 | 19,311,486 | (19,317,598) | ||||
Common stock issued for legal settlement to NSH shareholders, shares | 61,154,136 | ||||||
Conversion of Series E PS to common stock | $ 454 | 839,546 | 840,000 | ||||
Conversion of Series E PS to common stock, shares | 4,537,240 | ||||||
Dividends payable on Preferred Shares | (102,227) | (102,227) | |||||
Net loss | (2,200,176) | (2,200,176) | |||||
Contingent beneficial conversion feature related to the Series E Preferred Shares, fully amortized | 99,000 | (99,000) | |||||
Amortization of beneficial conversion feature related to Series E Preferred Shares | (42,500) | (42,500) | |||||
Accretion of Series E Preferred Shares | (278,500) | (278,500) | |||||
Common stock issued in business agreement, to be paid from revenue earned | $ 25 | 56,225 | (56,250) | ||||
Common stock issued in business agreement, to be paid from revenue earned, shares | 250,000 | ||||||
Common stock vested to consultants | $ 6 | 24,369 | 24,375 | ||||
Balance, at Jun. 30, 2022 | $ 500 | $ 74,097 | 117,032,233 | 815,052 | (56,250) | (152,758,426) | (34,892,793) |
Balance, shares at Jun. 30, 2022 | 5,000,000 | 740,585,500 | |||||
Balance, at Mar. 31, 2023 | $ 500 | $ 80,377 | 121,156,733 | 662,767 | (56,250) | (167,533,292) | (45,689,165) |
Balance, shares at Mar. 31, 2023 | 5,000,000 | 803,123,748 | |||||
Common stock issued for legal settlement to NSH shareholders | $ 86 | 272,657 | (272,743) | ||||
Common stock issued for legal settlement to NSH shareholders, shares | 863,110 | ||||||
Issuance of common shares under financing agreement | $ 4,019 | 1,294,493 | 1,298,512 | ||||
Issuance of common shares under financing agreement, shares | 40,187,311 | ||||||
Conversion of Series E PS to common stock | $ 2,399 | 825,601 | (350,825) | 477,175 | |||
Conversion of Series E PS to common stock, shares | 23,989,570 | ||||||
Dividends payable on Preferred Shares | (54,000) | (54,000) | |||||
Common stock issued to consultants | $ 10 | 4,690 | 4,700 | ||||
Common stock issued to consultants, shares | 100,000 | ||||||
Net loss | (2,298,431) | (2,298,431) | |||||
Balance, at Jun. 30, 2023 | $ 500 | $ 86,891 | $ 123,554,174 | $ 390,024 | $ (56,250) | $ (170,236,548) | $ (46,261,209) |
Balance, shares at Jun. 30, 2023 | 5,000,000 | 868,263,739 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (2,298,431) | $ (2,200,176) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation expense | 434,809 | 525,229 | |
Amortization expense | 367,500 | 367,500 | |
Amortization of debt discount | 2,040,000 | ||
Change in fair value of derivative liability | (1,314,000) | ||
Change in fair value of warrant liability | (50,000) | (1,915,000) | $ (3,568,000) |
Change in fair value of promissory notes | (137,634) | ||
Financing costs | 120,000 | ||
Gain on sale of machinery and equipment | (5,785) | ||
Shares issued for services | 4,700 | 24,375 | |
Amortization of operating lease right-of-use assets | 20,293 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (19,004) | (24,132) | |
Inventory | (20,932) | (35,368) | |
Prepaid expenses and other current assets | 32,462 | (481,750) | |
Deferred offering costs | (55,503) | ||
Accounts payable | 35,636 | 450,606 | |
Other accrued expenses | 12,032 | 11,140 | |
Accrued expenses - related parties | 171,690 | ||
Accrued interest | 488,797 | ||
Accrued interest - related parties | 6,250 | 8,275 | |
Operating lease liabilities | (18,981) | ||
Cash used in operating activities | (1,400,898) | (2,054,504) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Cash paid for fixed assets | (39,308) | (491,112) | |
Cash received for sale of machinery and equipment | 19,000 | ||
Cash used in investing activities | (20,308) | (491,112) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Payments of notes payable | (24,000) | (24,000) | |
Proceeds from sale of stock | 1,298,512 | ||
Proceeds from convertible debentures, receipt from escrow | 1,500,000 | ||
Cash provided by financing activities | 1,274,512 | 1,476,000 | |
NET CHANGE IN CASH | (146,694) | (1,069,616) | |
CASH AT BEGINNING OF PERIOD | 216,465 | 1,734,040 | 1,734,040 |
CASH AT END OF PERIOD | 69,771 | 664,424 | $ 216,465 |
INTEREST PAID | 616 | 5,300 | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | |||
Construction in process transferred to fixed assets | 1,040,617 | ||
Shares issued upon conversion of Preferred stock | 828,000 | 840,000 | |
Dividends on Series E Preferred stock | 404,825 | ||
Dividends in kind issued | 516,000 | ||
Shares issued/to be issued, for legal settlement | $ 272,743 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 3 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF THE ORGANIZATION AND BUSINESS | NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Nature of the Business NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, is a biotechnology company and has developed a proprietary technology that allows it to grow Pacific White shrimp (Litopenaeus vannamei, formerly Penaeus vannamei) in an ecologically controlled, high-density, low-cost environment, and in fully contained and independent production facilities. The Company’s system uses technology which allows it to produce a naturally-grown shrimp “crop” weekly and accomplishes this without the use of antibiotics or toxic chemicals. The Company has developed several proprietary technology assets, including a knowledge base that allows it to produce commercial quantities of shrimp in a closed system with a computer monitoring system that automates, monitors and maintains proper levels of oxygen, salinity and temperature for optimal shrimp production. The Company’s production facilities are located in La Coste, Texas and Webster City, Iowa. The Company has three wholly-owned subsidiaries including NaturalShrimp USA Corporation (“NSC”) and NaturalShrimp Global, Inc. (“NS Global”) and Natural Aquatic Systems, Inc. (“NAS”), and owns 51% of NaturalShrimp/Hydrenesis LLC, a Texas limited liability company. Going Concern The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the three months ended June 30, 2023, the Company had a net loss available for common stockholders of approximately $ 2,703,000 170,237,000 8,781,000 1,299,000 140,000 Management believes that private placements of equity capital will be needed to fund the Company’s long-term operating requirements. The Company may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could result in a requirement for additional cash. If the Company raises additional funds through the issuance of equity, the percentage ownership of its current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to its common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict its operations. The Company continues to pursue external financing alternatives to improve its working capital position. If the Company is unable to obtain the necessary capital, the Company may be unable to develop its facilities and enter into production. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial information as of and for the three months ended June 30, 2023 and 2022 has been prepared in accordance with GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended March 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on June 27, 2023. The condensed consolidated balance sheet at March 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. Consolidation The unaudited condensed consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NSC, NS Global, and NAS. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic and Diluted Earnings/Loss per Common Share Basic and diluted earnings or loss per share (“EPS”) amounts in the unaudited condensed consolidated financial statements are computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 260 – 10 “Earnings per Share”, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of shares of common stock outstanding. Diluted EPS is based on the weighted average number of shares of common stock outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. As of the three months ended June 30, 2023, the Company had 5,000,000 868,264,000 1,500 5,143,000 0.35 750,000 208,383,000 18,573,116 5,000,000 740,711,000 1,500 5,143,000 0.35 640 7,676,000 90 750,000 177,771,000 18,768,000 164,177,000 90 18,506,429 Fair Value Measurements ASC Topic 820, “ Fair Value Measurement” “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. The Company did not have any Level 1 or Level 2 assets and liabilities at June 30, 2023 and March 31, 2023. The warrant liabilities and fair value option on Restructured notes, are Level 3 fair value measurements. The following is a summary of activity of Level 3 derivatives during the three months ended June 30, 2023 and the year ended March 31, 2023: SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Warrant liability June 30, 2023 March 31, 2023 (unaudited) Warrant liability balance at beginning of period $ 355,000 $ 3,923,000 Change in fair value (50,000 ) (3,568,000 ) Balance at end of period $ 305,000 $ 355,000 At June 30, 2023, the fair value of the warrant liability was estimated using the following inputs: the price of the Company’s common stock of $ 0.05 3.89 4.49 108.4 121.5 At March 31, 2023, the fair value of the warrant liability was estimated using a Black Sholes model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.05 3.81 113.6 121.0 SCHEDULE OF RESTRUCTURED NOTE AT FAIR VALUE Restructured August and Senior Notes Payable June 30, 2023 March 31, 2023 Restructured notes payable fair value at beginning of period $ 23,690,000 $ - Reclass of accrued interest 907,634 - Fair value of restructured notes payable upon Restructuring Agreement - 20,847,867 Change in fair value (137,634 ) 2,842,133 Restructured notes payable fair value at end of period $ 24,460,000 $ 23,690,000 On November 4, 2022, when the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note for two of their outstanding debentures (Note 6 and Note 7), which were accounted for as debt extinguishment, the Company elected to recognize the new debt under ASC 825 fair value option. The fair value for both periods is based on the maturity dates, the interest of 12 15 Financial Instruments The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “ Financial Instruments” Cash and Cash Equivalents For the purpose of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents at June 30, 2023 and March 31, 2023. Concentration of Credit Risk The Company maintains cash balances at two financial institutions. Accounts at this institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 As of and March 31, 2023, the Company’s cash balance exceeded FDIC coverage. Fixed Assets Equipment is carried at historical value or cost and is depreciated using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Buildings 39 Machinery and Equipment 7 10 Vehicles 10 Furniture and Fixtures 3 10 Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. Stock-Based Compensation The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718. “ Stock-based Compensation to Employees Intangible Assets The Company has intangible assets, which were acquired in a patent acquisition, and license rights agreements. The Company’s patents represent definite lived intangible assets and will be amortized over the twenty year duration of the patent, unless at some point the useful life is determined to be less than the protected life of the patent. The Company’s license rights will be amortized on a straight-line basis over the expected term of the agreements of ten years. For the three months ended June 30, 2023 and June 30, 2022, the amortization of the patents was $ 97,500 97,500 270,000 270,000 The Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. As of June 30, 2023, the Company believes the carrying value of the intangible assets are still recoverable, and there is no impairment to be recognized. License agreements On August 25, 2021, the Company, through their 100% owned subsidiary NAS, entered into an Equipment Rights Agreements with Hydrenesis-Delta Systems, LLC (“Hydrenesis-Delta”) and a Technology Rights Agreement, in a sub-license agreement with Hydrenesis Aquaculture LLC (“Hydrenesis-Aqua”), Both Rights agreements are for a 10-year term, which shall automatically renew for ten-year successive terms. The agreements accord the exclusive rights to purchase or distribute the technology, or buy or rent the equipment, which is the primary business and revenue stream generated from indoor aquaculture farming of any species in the territory. The terms of the Agreements set forth that NAS will pay Hydrenesis 12.5% royalty fees. The royalties are calculated per all customer or sub-license revenue generated by NAS, NSI or any affiliate, from the sale or rental of either the Technologies or Hydrenesis Equipment, based on gross revenue less returns, rebates and sales taxes. There are sales milestones for exclusivity, whereby if NAS fails to achieve a sales milestone starting in Year 3, the exclusivity rights in both of the Rights agreements shall revert to non-exclusive rights. To maintain the exclusivity for the subsequent year, the Company may pay the amount of the royalty fees that would have been due if the Sales Milestones had been meet in the current year. Impairment of Long-lived Assets The Company will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. Commitments and Contingencies Certain conditions may exist as of the date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, as such, the Company records revenue when its customers obtain control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company will sell primarily to food service distributors, as well as to wholesalers, retail establishments and seafood distributors. Additionally, the Company will sell or rent either the Hydrenesis Technologies or Equipment. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products. In the future, if the Company has customers with long-term contracts for multiple shipments of live shrimp, the Company will elect the right-to-invoice practical expedient and any variable consideration estimate will be excluded from the transaction price and the revenue will be recognized directly when the goods are delivered. SCHEDULE OF REVENUE RECOGNITION June 30, 2023 June 30, 2022 Three months ended June 30, 2023 June 30, 2022 Shrimp sales $ 55,872 $ 36,336 Technology and equipment services 150,000 — Total revenues $ 205,872 $ 36,336 On May 21, 2023, the Company entered into a six month agreement with a company for the use of the Hydrenesis Technology and Equipment. Per the agreement, the customer is to pay a total of $ 300,000 150,000 25,000 Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, “Debt: Debt with Conversion and Other Options”, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures. As of June 30, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of June 30, 2023, through the date which the unaudited condensed consolidated financial statements were issued. Based upon the review, other than described in Note 12 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 3 – FIXED ASSETS A summary of the fixed assets as of June 30, 2023 and March 31, 2023 is as follows: SCHEDULE OF FIXED ASSETS June 30, 2023 March 31, 2023 (unaudited) Land $ 324,293 $ 324,293 Buildings 5,509,918 5,495,150 Machinery and equipment 12,297,284 12,293,112 Autos and trucks 307,227 307,227 Fixed assets,gross 18,438,722 18,419,782 Accumulated depreciation (3,803,723 ) (3,376,067 ) Fixed assets, net $ 14,634,999 $ 15,043,715 The unaudited condensed consolidated statements of operations reflect depreciation expense of approximately $ 435,000 525,000 |
SHORT-TERM NOTE AND LINES OF CR
SHORT-TERM NOTE AND LINES OF CREDIT | 3 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SHORT-TERM NOTE AND LINES OF CREDIT | NOTE 4 – SHORT-TERM NOTE AND LINES OF CREDIT The Company has a working capital line of credit with Capital One Bank for $ 50,000 The line of credit bears an interest rate of prime plus 25.9 basis points 34.15 9,580 The Company also has a working capital line of credit with Chase Bank for $ 25,000 The line of credit bears an interest rate of prime plus 10 basis points 18.25 10,237 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE January 2023 Note On January 20, 2023, the Company entered into a secured promissory note (“January 2023 Note”) with an investor (the “Investor”). The January 2023 Note is in the aggregate principal amount of $ 631,968 10 56,868 575,100 15 April 2023 Promissory Note On April 21, 2023, the Company entered into a $ 60,000 May 2023 Promissory Note On May 17, 2023, the Company entered into an additional $ 60,000 Ms. Williams Promissory Note On July 15, 2020, the Company issued a promissory note to Ms. Williams in the amount of $ 383,604 8,000 95,604 119,604 96,000 |
RESTRUCTURED AUGUST NOTE PAYABL
RESTRUCTURED AUGUST NOTE PAYABLE | 3 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
RESTRUCTURED AUGUST NOTE PAYABLE | NOTE 6 – RESTRUCTURED AUGUST NOTE PAYABLE The Company entered into a securities purchase agreement (the “SPA”) with an investor (the “Investor”) on August 17, 2022. Pursuant to the SPA, the Investor purchased a secured promissory note (the “Note”) in the aggregate principal amount totaling approximately $ 5,433,333 12 433,333 10,000 1,100,000 3,900,000 3,400,000 15 15 816,500 As soon as reasonably possible, the Company will cause the common stock to be listed for trading on either of (a) NYSE, or (b) NASDAQ (in either event, an “Uplist”). In the event the Company has not effectuated the Uplist by November 15, 2022, the then-current outstanding balance will be increased by 10 Following the Uplist, while the Note is still outstanding, ten days after the Company may have a sale of any of its shares of common stock or preferred stock, there shall be a Mandatory Prepayment equal to the greater of $ 3,000,000 In conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 11), on November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “August Note”), through which the August Note was amended and restated in its entirety. The Restructured August Note decreased the principal to $1,748,667, less an OID of $138,667, and the amount in escrow was returned to the investor, The Restructuring Agreement included key modifications, in which i) the Uplist terms were removed, ii) in the event that the closing of the Merger does not occur on or before December 31, 2022, the then-current Outstanding Balance will be increased by 2% and shall increase by 2% every 30 days thereafter until the closing or termination of the Merger Agreement, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”) 272,000 The Restructured August Note was analyzed under ASC 470-50 as to if the change in terms qualified as a modification or an extinguishment of the note. The changes in terms were considered an extinguishment as the present value of the cash flows under the terms of the new debt instrument was evaluated to be a substantial change, as over 10% difference from the present value of the remaining cash flows under the terms of the original instrument. As such, with the removal of the original note and its debt discount and accrued interest as compared to the restructured note with a fair value of approximately $ 1,933,000 157,000 2,590,000 190,000 2,400,000 467,000 203,000 |
RESTRUCTURED SENIOR NOTE PAYABL
RESTRUCTURED SENIOR NOTE PAYABLE | 3 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
RESTRUCTURED SENIOR NOTE PAYABLE | NOTE 7 – RESTRUCTURED SENIOR NOTE PAYABLE December 15, 2021 Debenture The Company entered into a securities purchase agreement (the “SPA”) with an investor (the “Investor”) on December 15, 2021. Pursuant to the SPA, the Investor purchased a secured promissory note (the “Note”) in the aggregate principal amount totaling approximately $ 16,320,000 12 Beginning on the date that is 6 months from the issuance date of the Note, the Investor had the right to redeem up to $ 1,000,000 The “Redemption Repayment Price” equaled 90% multiplied by the average of the two lowest volume weighted average price per share of the Common Stock during the ten (10) trading days immediately preceding the date that the Investor delivers notice electing to redeem a portion of the Note. The redemption amount shall include an Exit Fee, consisting of a premium of 15% of the portion of the outstanding balance being paid. As the Exit Fee is to be included in every settlement of the Note, an additional 15% of the principal balance, which totals $2,448,000, was recognized along with the principal balance, and offset by a contra account in a manner similar to a debt discount. In addition to the Investor’s right of redemption, the Company has the option to prepay the Notes at any time prior to the Maturity Date by paying a premium of 15% plus the principal, interest, and fees owed as of the prepayment date On November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “Senior Note”) with the December 2021 Investor through which the December 2021 Note was amended and restated in its entirety. These amendments were made in conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 11), The main modification of the terms of the Senior Note was that the conversion feature was eliminated. Second, a Mandatory Payment was added whereby within 3 trading days of the closing upon the Merger an amount equal to the lesser of (A) one-third of the amount retained in the Trust Account at the Effective Time or (B) $ 10,000,000 Additional key modifications include i) uplist terms in which the Company was to cause the common stock to be listed for trading on either of (a) NYSE, or (b) NASDAQ, were removed, ii) Maturity date was modified from December 15, 2023 to 12 months from the Closing or termination of the Merger Agreement, provided not to be later than June 30, 2024, and iii) the outstanding balance of the Senior Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). As of June 30, 2023, the Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of June 30, 2023 2,675,000 The Note also contains certain negative covenants and Events of Default, which in addition to common events of default, include the Company fails to maintain the share reserve, the occurrence of a Fundamental Transaction without the Lenders written consent, the Company effectuates a reverse split of its common stock without 20 trading days written notice to Lender, fails to observe or perform or breaches any covenant, and, the Company or any of its subsidiaries, breaches any covenant or other term or condition contained in any Other Agreements in any material. Upon an Event of a Default, at its option and sole discretion, the Investor may consider the Note immediately due and payable. Upon such an Event of Default, the interest rate increases to 18% per annum and the outstanding balance of the Note increases from 5% to 15%, depending upon the specific Event of Default The Restructured Senior Note was analyzed under ASC 470-50 as to if the change in terms qualified as a modification or an extinguishment of the note. The changes in terms were considered an extinguishment as the conversion feature has been eliminated and therefore the modified Senior Note is determined to be fundamentally different from the original convertible note. As such, with the removal of the original note and its debt discount and accrued interest as compared to the restructured note with a fair value of approximately $ 18,914,000 2,540,000 12,290,000 17,738,000 30,028,000 0.16 3.73 117.77 0.1017 As a result of the extinguishment and at the Company’s election of the fair value option under ASC 825, the Company will account for the Restructured Senior Note at fair value every period end until it is settled. In accordance with ASC 815- 15-25-1(b) a hybrid instrument that is measured at fair value under ASC 825 fair value option each period with changes in fair value reported in earnings as they occur should not be evaluated for embedded derivatives. Therefore, the Company did not evaluate the provisions in the Restructured Senior Note as to whether they fell under the guidance of embedded derivatives and were required to be bifurcated. The Restructured Senior Note was revalued as of June 30, 2023 at approximately $ 21,870,000 580,000 21,290,000 2,376,000 3,487,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY Preferred Stock As of June 30, 2023 and March 31, 2023, the Company had 200,000,000 0.0001 5,000,000 5,000 no 5,000 no 10,000 1,500 1,670 750,000 750,000 Series E Preferred Stock On May 1, 2023, one of the holders converted 600 23,989,570 516,000 108,000 GHS 2022 Purchase Agreement On November 4, 2022, the Company entered into a purchase agreement (the “GHS Purchase Agreement”) with GHS Investments LLC (“GHS”), an accredited investor, pursuant to which, the Company may require GHS to purchase a maximum of up to 64,000,000 5,000,000 Notwithstanding the foregoing dollar limitations, the Company and GHS may, from time to time, mutually agree in writing to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, shall not exceed the 4.99 The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP during the 10 consecutive business days immediately preceding, but not including, the applicable purchase date. The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase If there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice. Further, pursuant to the terms of the GHS Purchase Agreement, from November 4, 2022 until the date that is the later of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) the 12 month anniversary of the first delivery of GHS Purchase Shares, upon any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), GHS shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing. In the three months ended June 30, 2023, the Company sold 40,187,311 1,299,000 0.03 0.04 In the year ended March 31, 2023, the Company sold 52,018,294 3,076,000 0.04 0.10 10,000,000 Common Stock Equity Financing On April 28, 2023, the Company entered into an Equity Financing Agreement (“Equity Financing Agreement”) and Registration Rights Agreement with GHS. Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $ 10,000,000 With the effectiveness of the Registration Statement, the Company now has the discretion to deliver puts to GHS and GHS will be obligated to purchase shares of the Company’s common stock, par value $ 0.0001 The maximum amount that the Company shall be entitled to put to GHS in each put notice shall not exceed two hundred percent ( 200 10 GHS Purchase Agreement On May 9, 2023, the Company entered into a purchase agreement (the “GHS Purchase Agreement”) with GHS pursuant which the Company may require GHS to purchase a maximum of up to 45,923,929 6,000,000 The GHS Purchase Agreement provides that, upon the terms and subject to the conditions and limitations set forth in the agreement, the Company has the right from time to time during the term of the agreement, in its sole discretion, to deliver to GHS a purchase notice (a “Purchase Notice”) directing GHS to purchase (each, a “GHS Purchase”) a specified number of GHS Purchase Shares. A GHS Purchase will be made in a minimum amount of $10,000 and up to a maximum of $1,500,000 and provided that, the purchase amount for any purchase will not exceed 200% of the average of the daily trading dollar volume of the Company’s common stock during the 10 business days preceding the purchase date. Notwithstanding the foregoing dollar limitations, the Company and GHS may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the 4.99% beneficial ownership limitation contained in the GHS Purchase Agreement. The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP (as defined in the GHS Purchase Agreement) during the Valuation Period (the ten (10) consecutive business days immediately preceding, but not including, the applicable purchase date). The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase, against payment by GHS to the Company of the purchase amount with respect to such Purchase (less documented deposit and clearing fees, if any), as full payment for such GHS Purchase Shares via wire transfer of immediately available funds If there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice. Further, pursuant to the terms of the GHS Purchase Agreement, from May 9, 2023 until the date that is the later of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) the 12 month anniversary of the initial closing pursuant to the Section 2(a) of GHS Purchase Agreement, upon any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), GHS shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing. Common Shares Issued to Consultant On June 19, 2023, 100,000 4,700 0.047 Options and Warrants The Company has not granted any options since inception. All of the warrants issued have been recognized as a liability, as of the issuance of the convertible debenture on December 15, 2021, based on the fact it as it is not known if there will be sufficient authorized shares to be issued upon settlement, based on the conversion terms of the existing convertible debt. The 18,573,116 305,000 50,000 0.05 3.89 4.49 108.4 121.5 The 18,506,429 2,008,000 1,915,000 0.12 3.01 182.4 197.5 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS Bonus Compensation – Related Party On May 11, 2021, the Company paid the Chief Financial Officer (“CFO”) a bonus of $ 300,000 300,000 200,000 200,000 Promissory Note On August 10, 2022, the Company issued a loan agreement for $ 300,000 50,000 250,000 10 3,500 26,000 22,000 NaturalShrimp Holdings, Inc. On January 1, 2016 the Company entered into a notes payable agreement with NaturalShrimp Holdings, Inc.(“NSH”), a shareholder. The note payable has no set monthly payment or maturity date with a stated interest rate of 2 655,750 77,000 74,000 Shareholder Notes The Company has entered into several working capital notes payable to multiple shareholders of NSH and Bill Williams, a former officer and director, and a shareholder of the Company, for a total of $ 486,500 8 356,404 146,000 Shareholders Beginning in 2010, the Company started entering into several working capital notes payable with various shareholders of NSH for a total of $ 290,000 8 54,647 |
LEASE
LEASE | 3 Months Ended |
Jun. 30, 2023 | |
Lease | |
LEASE | NOTE 10 – LEASE On May 26, 2021, the Company entered into a sublease for a new office space in Texas, on two floors. The lease commenced on August 1, 2021 for a monthly rent of $ 7,000 October 31, 2025 1,727 October 31, 2025 52,362 17,454 At inception, on August 1, 2021, the ROU and lease liability was calculated as approximately $ 316,000 5.75 On September 8, 2021, the Company entered into an equipment lease agreement for VOIP phone equipment. The lease term is for sixty months, with a monthly lease payment of approximately $ 300 17,000 5.75 The following is a schedule of maturities of lease liabilities as of June 30, 2023: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2024 $ 65,856 2025 87,808 2026 54,709 Total future minimum lease payments 208,373 Less: imputed interest 14,361 Total $ 194,012 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Executive Employment Agreements –Gerald Easterling On April 1, 2015, the Company entered into an employment agreement with Gerald Easterling at the time as the Company’s President, effective as of April 1, 2015 (the “Employment Agreement”). The Employment Agreement is terminable at will and each provide for a base annual salary of $ 96,000 180,000 The Employment Agreement provides that in the event the employee is terminated without cause or resigns for good reason (as defined in their Employment Agreement), the employee will receive, as severance the employee’s base salary for a period of 60 months following the date of termination. In the event of a change of control of the Company, the employee may elect to terminate the Employment Agreement within 30 days thereafter and upon such termination would receive a lump sum payment equal to 500% of the employee’s base salary The Employment Agreement contains certain restrictive covenants relating to non-competition, non-solicitation of customers and non-solicitation of employees for a period of one year following termination of the employee’s Employment Agreement. Merger Agreement On October 24, 2022, the Company entered into a Merger Agreement (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Yotta Acquisition Corporation, a Delaware corporation (“Yotta”), and Yotta Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Yotta (“Merger Sub”). The Merger Agreement and the transactions contemplated thereby (the “Transactions”) were approved by the Board of Directors of each of the Company, Yotta, and Merger Sub. The Merger Agreement provided, among other things, that Merger Sub will merge with and into the Company, with the Company as the surviving company (the “Surviving Company”) in the merger and, after giving effect to such merger, the Company was to be a wholly-owned subsidiary of Yotta (the “Merger”). In addition, Yotta was to be renamed “NaturalShrimp, Incorporated” or such other name as shall be designated by the Company. As noted in Notes 6 and 7, the Company entered into Restructuring Agreements as required in the Merger Agreement. On July 20, 2023, the Company sent Yotta notice of the Company’s termination of the Merger Agreement. (See Note 12) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On July 20, 2023, the Company sent Yotta notice of the Company’s termination of the Merger Agreement pursuant to Section 10.2(b) thereof based on breaches by Yotta of certain representations in the Merger Agreement that would render impossible the satisfaction of certain conditions to the Company’s obligations to consummate the transactions contemplated by the Merger Agreement. In particular, Yotta will not be able to comply with the provision of its Amended and Restated Certificate of Incorporation that prohibits Yotta from consummating an initial business combination unless it has net tangible assets of at least $ 5,000,001 As of August 16, 2023, Yotta has not responded to the Company’s notice of termination. On July 10 through July 17, 2023, the Company received $ 140,000 10 On July 24, 2023, the Company entered into a Securities Purchase Agreement for the additional sale of 156 1,000 156,000 12 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial information as of and for the three months ended June 30, 2023 and 2022 has been prepared in accordance with GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended March 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on June 27, 2023. The condensed consolidated balance sheet at March 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. |
Consolidation | Consolidation The unaudited condensed consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NSC, NS Global, and NAS. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basic and Diluted Earnings/Loss per Common Share | Basic and Diluted Earnings/Loss per Common Share Basic and diluted earnings or loss per share (“EPS”) amounts in the unaudited condensed consolidated financial statements are computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 260 – 10 “Earnings per Share”, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of shares of common stock outstanding. Diluted EPS is based on the weighted average number of shares of common stock outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. As of the three months ended June 30, 2023, the Company had 5,000,000 868,264,000 1,500 5,143,000 0.35 750,000 208,383,000 18,573,116 5,000,000 740,711,000 1,500 5,143,000 0.35 640 7,676,000 90 750,000 177,771,000 18,768,000 164,177,000 90 18,506,429 |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, “ Fair Value Measurement” “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. The Company did not have any Level 1 or Level 2 assets and liabilities at June 30, 2023 and March 31, 2023. The warrant liabilities and fair value option on Restructured notes, are Level 3 fair value measurements. The following is a summary of activity of Level 3 derivatives during the three months ended June 30, 2023 and the year ended March 31, 2023: SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Warrant liability June 30, 2023 March 31, 2023 (unaudited) Warrant liability balance at beginning of period $ 355,000 $ 3,923,000 Change in fair value (50,000 ) (3,568,000 ) Balance at end of period $ 305,000 $ 355,000 At June 30, 2023, the fair value of the warrant liability was estimated using the following inputs: the price of the Company’s common stock of $ 0.05 3.89 4.49 108.4 121.5 At March 31, 2023, the fair value of the warrant liability was estimated using a Black Sholes model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.05 3.81 113.6 121.0 SCHEDULE OF RESTRUCTURED NOTE AT FAIR VALUE Restructured August and Senior Notes Payable June 30, 2023 March 31, 2023 Restructured notes payable fair value at beginning of period $ 23,690,000 $ - Reclass of accrued interest 907,634 - Fair value of restructured notes payable upon Restructuring Agreement - 20,847,867 Change in fair value (137,634 ) 2,842,133 Restructured notes payable fair value at end of period $ 24,460,000 $ 23,690,000 On November 4, 2022, when the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note for two of their outstanding debentures (Note 6 and Note 7), which were accounted for as debt extinguishment, the Company elected to recognize the new debt under ASC 825 fair value option. The fair value for both periods is based on the maturity dates, the interest of 12 15 |
Financial Instruments | Financial Instruments The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “ Financial Instruments” |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purpose of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents at June 30, 2023 and March 31, 2023. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash balances at two financial institutions. Accounts at this institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 As of and March 31, 2023, the Company’s cash balance exceeded FDIC coverage. |
Fixed Assets | Fixed Assets Equipment is carried at historical value or cost and is depreciated using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Buildings 39 Machinery and Equipment 7 10 Vehicles 10 Furniture and Fixtures 3 10 Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718. “ Stock-based Compensation to Employees |
Intangible Assets | Intangible Assets The Company has intangible assets, which were acquired in a patent acquisition, and license rights agreements. The Company’s patents represent definite lived intangible assets and will be amortized over the twenty year duration of the patent, unless at some point the useful life is determined to be less than the protected life of the patent. The Company’s license rights will be amortized on a straight-line basis over the expected term of the agreements of ten years. For the three months ended June 30, 2023 and June 30, 2022, the amortization of the patents was $ 97,500 97,500 270,000 270,000 The Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. As of June 30, 2023, the Company believes the carrying value of the intangible assets are still recoverable, and there is no impairment to be recognized. |
License agreements | License agreements On August 25, 2021, the Company, through their 100% owned subsidiary NAS, entered into an Equipment Rights Agreements with Hydrenesis-Delta Systems, LLC (“Hydrenesis-Delta”) and a Technology Rights Agreement, in a sub-license agreement with Hydrenesis Aquaculture LLC (“Hydrenesis-Aqua”), Both Rights agreements are for a 10-year term, which shall automatically renew for ten-year successive terms. The agreements accord the exclusive rights to purchase or distribute the technology, or buy or rent the equipment, which is the primary business and revenue stream generated from indoor aquaculture farming of any species in the territory. The terms of the Agreements set forth that NAS will pay Hydrenesis 12.5% royalty fees. The royalties are calculated per all customer or sub-license revenue generated by NAS, NSI or any affiliate, from the sale or rental of either the Technologies or Hydrenesis Equipment, based on gross revenue less returns, rebates and sales taxes. There are sales milestones for exclusivity, whereby if NAS fails to achieve a sales milestone starting in Year 3, the exclusivity rights in both of the Rights agreements shall revert to non-exclusive rights. To maintain the exclusivity for the subsequent year, the Company may pay the amount of the royalty fees that would have been due if the Sales Milestones had been meet in the current year. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. |
Commitments and Contingencies | Commitments and Contingencies Certain conditions may exist as of the date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, as such, the Company records revenue when its customers obtain control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company will sell primarily to food service distributors, as well as to wholesalers, retail establishments and seafood distributors. Additionally, the Company will sell or rent either the Hydrenesis Technologies or Equipment. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products. In the future, if the Company has customers with long-term contracts for multiple shipments of live shrimp, the Company will elect the right-to-invoice practical expedient and any variable consideration estimate will be excluded from the transaction price and the revenue will be recognized directly when the goods are delivered. SCHEDULE OF REVENUE RECOGNITION June 30, 2023 June 30, 2022 Three months ended June 30, 2023 June 30, 2022 Shrimp sales $ 55,872 $ 36,336 Technology and equipment services 150,000 — Total revenues $ 205,872 $ 36,336 On May 21, 2023, the Company entered into a six month agreement with a company for the use of the Hydrenesis Technology and Equipment. Per the agreement, the customer is to pay a total of $ 300,000 150,000 25,000 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, “Debt: Debt with Conversion and Other Options”, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures. As of June 30, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Management’s Evaluation of Subsequent Events | Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of June 30, 2023, through the date which the unaudited condensed consolidated financial statements were issued. Based upon the review, other than described in Note 12 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Buildings 39 Machinery and Equipment 7 10 Vehicles 10 Furniture and Fixtures 3 10 |
SCHEDULE OF REVENUE RECOGNITION | SCHEDULE OF REVENUE RECOGNITION June 30, 2023 June 30, 2022 Three months ended June 30, 2023 June 30, 2022 Shrimp sales $ 55,872 $ 36,336 Technology and equipment services 150,000 — Total revenues $ 205,872 $ 36,336 |
Promissory Note [Member] | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF RESTRUCTURED NOTE AT FAIR VALUE | SCHEDULE OF RESTRUCTURED NOTE AT FAIR VALUE Restructured August and Senior Notes Payable June 30, 2023 March 31, 2023 Restructured notes payable fair value at beginning of period $ 23,690,000 $ - Reclass of accrued interest 907,634 - Fair value of restructured notes payable upon Restructuring Agreement - 20,847,867 Change in fair value (137,634 ) 2,842,133 Restructured notes payable fair value at end of period $ 24,460,000 $ 23,690,000 |
Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF RESTRUCTURED NOTE AT FAIR VALUE | The following is a summary of activity of Level 3 derivatives during the three months ended June 30, 2023 and the year ended March 31, 2023: SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Warrant liability June 30, 2023 March 31, 2023 (unaudited) Warrant liability balance at beginning of period $ 355,000 $ 3,923,000 Change in fair value (50,000 ) (3,568,000 ) Balance at end of period $ 305,000 $ 355,000 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSETS | A summary of the fixed assets as of June 30, 2023 and March 31, 2023 is as follows: SCHEDULE OF FIXED ASSETS June 30, 2023 March 31, 2023 (unaudited) Land $ 324,293 $ 324,293 Buildings 5,509,918 5,495,150 Machinery and equipment 12,297,284 12,293,112 Autos and trucks 307,227 307,227 Fixed assets,gross 18,438,722 18,419,782 Accumulated depreciation (3,803,723 ) (3,376,067 ) Fixed assets, net $ 14,634,999 $ 15,043,715 |
LEASE (Tables)
LEASE (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Lease | |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | The following is a schedule of maturities of lease liabilities as of June 30, 2023: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2024 $ 65,856 2025 87,808 2026 54,709 Total future minimum lease payments 208,373 Less: imputed interest 14,361 Total $ 194,012 |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss from operation | $ 2,703,256 | $ 2,722,403 | |
Accumulated deficit | 170,236,548 | $ 167,533,292 | |
Working capital deficit | 8,781,000 | ||
Sale of stock consideration | 1,299,000 | ||
Proceeds from issuance of notes | $ 140,000 |
SCHEDULE OF DERIVATIVE AND WARR
SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | |||
Warrant liability, beginning | $ 355,000 | $ 3,923,000 | $ 3,923,000 |
Change in fair value | (50,000) | $ (1,915,000) | (3,568,000) |
Warrant liability, beginning | $ 305,000 | $ 355,000 |
SCHEDULE OF RESTRUCTURED NOTE A
SCHEDULE OF RESTRUCTURED NOTE AT FAIR VALUE (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Promissory Notes fair value at beginning of period | $ 23,690,000 | |
Reclass of accrued interest | 907,634 | |
Fair value of Promissory Note upon Restructuring Agreement | 20,847,867 | |
Change in fair value | (137,634) | 2,842,133 |
Promissory Notes fair value at ending of period | $ 24,460,000 | $ 23,690,000 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | Jun. 30, 2023 |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 39 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
SCHEDULE OF REVENUE RECOGNITION
SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Product Information [Line Items] | ||
Total revenues | $ 205,872 | $ 36,336 |
Shrimp Sales [Member] | ||
Product Information [Line Items] | ||
Total revenues | 55,872 | 36,336 |
Technology And Equipment [Member] | ||
Product Information [Line Items] | ||
Total revenues | $ 150,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | |||||
May 21, 2023 USD ($) | Nov. 04, 2022 | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares | Jan. 01, 2016 | |
Property, Plant and Equipment [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 18,573,116 | 18,506,429 | ||||
Interest rate, description | The fair value for both periods is based on the maturity dates, the interest of 12%, the 15% exit fee, the 2% appreciation fee for an estimated period, and a 40% present value factor. | |||||
Interest rate | 12% | 2% | ||||
Exit fee rate | 15% | |||||
Cash, FDIC Insured Amount | $ | $ 250,000 | |||||
Initial payment | $ | 54,647 | $ 54,647 | ||||
Service fee | $ | $ 25,000 | |||||
Related Party [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Initial payment | $ | 150,000 | |||||
Hydrenesis Technology And Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Costs and Expenses, Related Party | $ | $ 300,000 | |||||
Patents [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Amortization of intangible assets | $ | 97,500 | $ 97,500 | ||||
License Right [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Amortization of intangible assets | $ | $ 270,000 | $ 270,000 | ||||
Measurement Input, Share Price [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Warrants, measurement input | $ / shares | 0.05 | 0.05 | ||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Warrants, measurement input | 3.81 | |||||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Warrants, measurement input | 3.89 | |||||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Derivative liability, measurement input | 4.49 | |||||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Warrants, measurement input | 108.4 | 113.6 | ||||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Warrants, measurement input | 121.5 | 121 | ||||
Series A Convertible Preferred Stock [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Antidilutive securities | 5,000,000 | 5,000,000 | ||||
Debt conversion converted, shares | 868,264,000 | 740,711,000 | ||||
Series E Redeemable Convertible Preferred Stock [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Antidilutive securities | 1,500 | 1,500 | ||||
Debt conversion converted, shares | 5,143,000 | 5,143,000 | ||||
Fixed coversion price | $ / shares | $ 0.35 | $ 0.35 | ||||
Series F Preferred Stock [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Antidilutive securities | 750,000 | 750,000 | ||||
Debt conversion converted, shares | 208,383,000 | 177,771,000 | ||||
Series E Redeemable Convertible Preferred Stock One [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Antidilutive securities | 640 | |||||
Debt conversion converted, shares | 7,676,000 | |||||
Debt Conversion, Converted Instrument, Rate | 90% | |||||
Redeemable Convertible Preferred Stock [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Debt conversion converted, shares | 164,177,000 | |||||
Debt Conversion, Converted Instrument, Rate | 90% | |||||
Debt Conversion, Converted Instrument, Amount | $ | $ 18,768,000 |
SCHEDULE OF FIXED ASSETS (Detai
SCHEDULE OF FIXED ASSETS (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 324,293 | $ 324,293 |
Buildings | 5,509,918 | 5,495,150 |
Machinery and equipment | 12,297,284 | 12,293,112 |
Autos and trucks | 307,227 | 307,227 |
Fixed assets,gross | 18,438,722 | 18,419,782 |
Accumulated depreciation | (3,803,723) | (3,376,067) |
Fixed assets, net | $ 14,634,999 | $ 15,043,715 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 434,809 | $ 525,229 |
SHORT-TERM NOTE AND LINES OF _2
SHORT-TERM NOTE AND LINES OF CREDIT (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Capital One Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 50,000 | |
Description of line of credit | The line of credit bears an interest rate of prime plus 25.9 basis points | |
Line of credit, interest rate | 34.15% | |
Line of credit | $ 9,580 | $ 9,580 |
Chase Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 25,000 | |
Description of line of credit | The line of credit bears an interest rate of prime plus 10 basis points | |
Line of credit, interest rate | 18.25% | |
Line of credit | $ 10,237 | $ 10,237 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jan. 20, 2023 | Jul. 15, 2020 | Jun. 30, 2023 | May 17, 2023 | Apr. 21, 2023 | Mar. 31, 2023 | Nov. 04, 2022 | Aug. 17, 2022 | Jan. 01, 2016 |
Short-Term Debt [Line Items] | |||||||||
Debt instrument, interest rate | 12% | 2% | |||||||
Exit fee percent | 15% | ||||||||
Williams [Member] | Promissory Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal of promissory note | $ 383,604 | ||||||||
Debt instrument periodic payment | $ 8,000 | ||||||||
Note payable, less current maturities | $ 95,604 | $ 119,604 | |||||||
Note payable | $ 96,000 | $ 96,000 | |||||||
Commercial Paper [Member] | Yotta Investment LLC [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal of promissory note | $ 60,000 | $ 60,000 | |||||||
Securities Purchase Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal of promissory note | $ 631,968 | ||||||||
Debt instrument, interest rate | 10% | ||||||||
Debt discount | $ 56,868 | ||||||||
Cash received from debt instrument | $ 575,100 | ||||||||
Exit fee percent | 15% | 15% |
RESTRUCTURED AUGUST NOTE PAYA_2
RESTRUCTURED AUGUST NOTE PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Aug. 17, 2022 | Aug. 17, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Jan. 20, 2023 | Nov. 04, 2022 | Dec. 15, 2021 | Jan. 01, 2016 | |
Short-Term Debt [Line Items] | |||||||||
Debt instrument interest rate percentage | 12% | 2% | |||||||
Proceeds from debt | $ 140,000 | ||||||||
Exit fee percent | 15% | ||||||||
Description for uplisted term and trigger Events | In conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 11), on November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “August Note”), through which the August Note was amended and restated in its entirety. The Restructured August Note decreased the principal to $1,748,667, less an OID of $138,667, and the amount in escrow was returned to the investor, The Restructuring Agreement included key modifications, in which i) the Uplist terms were removed, ii) in the event that the closing of the Merger does not occur on or before December 31, 2022, the then-current Outstanding Balance will be increased by 2% and shall increase by 2% every 30 days thereafter until the closing or termination of the Merger Agreement, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”) | ||||||||
Revalued debt amount | $ 2,590,000 | $ 2,400,000 | |||||||
Change in fair value of restructed debt | 137,634 | ||||||||
Maximum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument face amount | 272,000 | ||||||||
Restructured August Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt discount and accrued interest | 1,933,000 | ||||||||
Loss in extinguishment | 157,000 | ||||||||
Revalued debt amount | 2,590,000 | 2,400,000 | |||||||
Change in fair value of restructed debt | 190,000 | $ 467,000 | |||||||
Revalued debt amount | $ 203,000 | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument face amount | $ 631,968 | ||||||||
Debt instrument interest rate percentage | 10% | ||||||||
Debt instrument unamortized discount | $ 56,868 | ||||||||
Proceeds from debt | $ 1,100,000 | ||||||||
Escrow deposit | $ 3,900,000 | 3,900,000 | |||||||
Debt instrument, fair value | $ 3,400,000 | $ 3,400,000 | |||||||
Exit fee percent | 15% | 15% | 15% | ||||||
Debt instrument, redemption, percentage | 15% | ||||||||
Debt instrument outstanding face amount | $ 816,500 | $ 816,500 | |||||||
Increase in outstanding balance, percentage | 10% | 10% | |||||||
Debt instrument, payment terms | Following the Uplist, while the Note is still outstanding, ten days after the Company may have a sale of any of its shares of common stock or preferred stock, there shall be a Mandatory Prepayment equal to the greater of $3,000,000 or thirty-three percent of the gross proceeds of the equity sale | ||||||||
Payments for debt | $ 3,000,000 | ||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument interest rate percentage | 12% | 12% | 12% | ||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument face amount | $ 5,433,333 | $ 5,433,333 | $ 16,320,000 | ||||||
Debt instrument unamortized discount | 433,333 | $ 433,333 | |||||||
Debt instrument transaction expense | $ 10,000 |
RESTRUCTURED SENIOR NOTE PAYA_2
RESTRUCTURED SENIOR NOTE PAYABLE (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||||||
Nov. 04, 2022 USD ($) | Aug. 17, 2022 USD ($) | Dec. 15, 2021 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Jun. 19, 2023 $ / shares | Jan. 20, 2023 USD ($) | Jan. 01, 2016 | |
Short-Term Debt [Line Items] | ||||||||||
Debt instrument interest rate percentage | 12% | 2% | ||||||||
Share price | $ / shares | $ 0.047 | |||||||||
Change in fair value | $ 1,314,000 | |||||||||
December 15, 2021 Debenture [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument event of default description | Upon such an Event of Default, the interest rate increases to 18% per annum and the outstanding balance of the Note increases from 5% to 15%, depending upon the specific Event of Default | |||||||||
Restructured Senior Note [Member]. | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument, fair value | $ 18,914,000 | |||||||||
Gain (loss) on extinguishment of debt | 2,540,000 | |||||||||
Derivative fair value | 12,290,000 | |||||||||
Fair value option, changes | $ 17,738,000 | $ 30,028,000 | ||||||||
Share price | $ / shares | $ 0.16 | |||||||||
Fair value derivative | $ 21,870,000 | $ 21,290,000 | ||||||||
Change in fair value | 580,000 | $ 2,376,000 | ||||||||
Revalued debt amount | $ 3,487,000 | |||||||||
Restructured Senior Note [Member]. | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument, measurement input | 3.73 | |||||||||
Restructured Senior Note [Member]. | Measurement Input, Price Volatility [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument, measurement input | 117.77 | |||||||||
Restructured Senior Note [Member]. | Measurement Input, Share Price [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument, measurement input | 0.1017 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument face amount | $ 631,968 | |||||||||
Debt instrument interest rate percentage | 10% | |||||||||
Repayments for debt | $ 3,000,000 | |||||||||
Debt instrument, fair value | $ 3,400,000 | |||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument interest rate percentage | 12% | 12% | ||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument face amount | $ 5,433,333 | $ 16,320,000 | ||||||||
Debt iInstrument, redemption, description | The “Redemption Repayment Price” equaled 90% multiplied by the average of the two lowest volume weighted average price per share of the Common Stock during the ten (10) trading days immediately preceding the date that the Investor delivers notice electing to redeem a portion of the Note. The redemption amount shall include an Exit Fee, consisting of a premium of 15% of the portion of the outstanding balance being paid. As the Exit Fee is to be included in every settlement of the Note, an additional 15% of the principal balance, which totals $2,448,000, was recognized along with the principal balance, and offset by a contra account in a manner similar to a debt discount. In addition to the Investor’s right of redemption, the Company has the option to prepay the Notes at any time prior to the Maturity Date by paying a premium of 15% plus the principal, interest, and fees owed as of the prepayment date | |||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Debentures Subject to Mandatory Redemption [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Outstanding investor redeem | $ 1,000,000 | |||||||||
Amended and Restated Secured Promissory Note [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument face amount | $ 2,675,000 | |||||||||
Repayments for debt | $ 10,000,000 | |||||||||
Description for uplisted term and trigger Events | Additional key modifications include i) uplist terms in which the Company was to cause the common stock to be listed for trading on either of (a) NYSE, or (b) NASDAQ, were removed, ii) Maturity date was modified from December 15, 2023 to 12 months from the Closing or termination of the Merger Agreement, provided not to be later than June 30, 2024, and iii) the outstanding balance of the Senior Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). As of June 30, 2023, the Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of June 30, 2023 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 19, 2023 USD ($) $ / shares shares | May 09, 2023 USD ($) shares | May 01, 2023 USD ($) shares | Apr. 28, 2023 USD ($) Integer $ / shares | Nov. 04, 2022 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | |
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock dividends in kind | $ | $ 516,000 | |||||||||
Issuance of sale of equity | $ | $ 1,298,512 | |||||||||
Commson stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 100,000 | 868,263,739 | 868,263,739 | 803,123,748 | ||||||
Shares granted, value, share based payment arrangement, after forfeiture | $ | $ 4,700 | |||||||||
Share price | $ / shares | $ 0.047 | |||||||||
Warrant outstanding | 18,573,116 | 18,506,429 | 18,573,116 | 18,506,429 | ||||||
Warrant liability | $ | $ 305,000 | $ 305,000 | $ 355,000 | |||||||
Change in fair value of warrant liability | $ | $ 50,000 | $ 1,915,000 | ||||||||
Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share price | $ / shares | $ 0.05 | $ 0.12 | $ 0.05 | $ 0.12 | ||||||
Warrant outstanding | 18,573,116 | 18,506,429 | 18,573,116 | 18,506,429 | ||||||
Warrant liability | $ | $ 305,000 | $ 2,008,000 | $ 305,000 | $ 2,008,000 | ||||||
Change in fair value of warrant liability | $ | $ 50,000 | $ 1,915,000 | ||||||||
Share based compensation arrangement by share based payment award, fair value assumptions, risk free interest rate, minimum | 3.89% | 3.01% | ||||||||
Share based compensation arrangement by share based payment award, fair value assumptions, risk free interest rate, maximum | 4.49% | |||||||||
Share based compensation arrangement by share based payment award, fair value assumptions, expected volatility rate, minimum | 108.40% | 182.40% | ||||||||
Share based compensation arrangement by share based payment award, fair value assumptions, expected volatility rate, maximum | 121.50% | 197.50% | ||||||||
Share based compensation arrangement by share based payment award, fair value assumptions, expected dividend rate | 0% | |||||||||
Consultant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of stock consideration | 40,187,311 | 52,018,294 | ||||||||
Three Consultants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares sold, value | $ | $ 1,299,000 | $ 3,076,000 | ||||||||
Three Consultants [Member] | Minimum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
SaleOfStockPricePerShare | $ / shares | $ 0.03 | $ 0.03 | $ 0.04 | |||||||
Three Consultants [Member] | Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
SaleOfStockPricePerShare | $ / shares | $ 0.04 | $ 0.04 | $ 0.10 | |||||||
GHS Purchase Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of common stock issued | 64,000,000 | |||||||||
Number of common stock issued, value | $ | $ 5,000,000 | |||||||||
Beneficial ownership limitation | 4.99% | |||||||||
Debt instrument, convertible, type of equity security | The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP during the 10 consecutive business days immediately preceding, but not including, the applicable purchase date. The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase | |||||||||
GHS Purchase Agreement [Member] | GHS Investment LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Trading value | A GHS Purchase will be made in a minimum amount of $10,000 and up to a maximum of $1,500,000 and provided that, the purchase amount for any purchase will not exceed 200% of the average of the daily trading dollar volume of the Company’s common stock during the 10 business days preceding the purchase date. Notwithstanding the foregoing dollar limitations, the Company and GHS may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the 4.99% beneficial ownership limitation contained in the GHS Purchase Agreement. The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP (as defined in the GHS Purchase Agreement) during the Valuation Period (the ten (10) consecutive business days immediately preceding, but not including, the applicable purchase date). The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase, against payment by GHS to the Company of the purchase amount with respect to such Purchase (less documented deposit and clearing fees, if any), as full payment for such GHS Purchase Shares via wire transfer of immediately available funds | |||||||||
Purchase of common stock | 45,923,929 | |||||||||
Purchase of common stock value | $ | $ 6,000,000 | |||||||||
Equity Financing Agreement [Member] | GHS Investment LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of sale of equity | $ | $ 10,000,000 | |||||||||
Commson stock par value | $ / shares | $ 0.0001 | |||||||||
Trading value | The maximum amount that the Company shall be entitled to put to GHS in each put notice shall not exceed two hundred percent (200%) of the average daily trading dollar volume of the Company’s Common Stock during the ten (10) trading days preceding the put, so long as such amount does not equal less than ten thousand dollars ($10,000) or greater than one million dollars ($1,000,000). Pursuant to the Equity Financing Agreement, GHS and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding Common Stock. The price of each put share shall be equal to eighty percent (80%) of the Market Price (as defined in the Equity Financing Agreement). Following an up-list to the NASDAQ or equivalent national exchange, the price of each put share shall be equal to ninety percent (90%) of the Market Price, subject to a floor price of $1.00 per share. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the Registration Statement or the date on which GHS has purchased an aggregate of $10,000,000 worth of Common Stock under the terms of the Equity Financing Agreement | |||||||||
Trading percentage | 200% | |||||||||
Trading days | Integer | 10 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||
Preferred Stock, Shares Outstanding | 5,000,000 | 5,000,000 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||||
Series D Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||||
Series E Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | ||||||||
Preferred Stock, Shares Outstanding | 1,500 | 1,500 | 1,670 | |||||||
Conversion of shares | 600 | |||||||||
Conversion of shares issued | 23,989,570 | |||||||||
Preferred stock dividends in kind | $ | $ 516,000 | |||||||||
Exit fee | $ | $ 108,000 | |||||||||
Series F Redeemable Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Temporary Equity, Shares Authorized | 750,000 | 750,000 | 750,000 | |||||||
Temporary Equity, Shares Outstanding | 750,000 | 750,000 | 750,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Aug. 10, 2022 | May 11, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | May 21, 2023 | Nov. 04, 2022 | Aug. 10, 2021 | Jan. 01, 2016 | |
Related Party Transaction [Line Items] | |||||||||
Interest rate | 12% | 2% | |||||||
Interest expense | $ 3,500 | ||||||||
Interest rate | 8% | ||||||||
Accrued Interest payable | $ 146,000 | $ 146,000 | |||||||
Current liability | 54,647 | 54,647 | |||||||
Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest payable, current | 225,792 | 219,542 | |||||||
Notes payable related party | 290,000 | ||||||||
Notes payable, related parties, current | 740,412 | 740,412 | |||||||
Current liability | $ 150,000 | ||||||||
Notes Payable [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payment of debt | $ 655,750 | ||||||||
Outstanding balance | 77,000 | 77,000 | |||||||
Accrued interest payable | 74,000 | 74,000 | |||||||
Loan Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from related party debt | $ 300,000 | ||||||||
Loan Agreement [Member] | Promissory Notes [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from related party debt | 250,000 | ||||||||
Face amount | $ 50,000 | ||||||||
Interest rate | 10% | ||||||||
Interest payable, current | 26,000 | 22,000 | |||||||
Chief Financial Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Bonus issued | $ 300,000 | ||||||||
President and Chief Technical Officer [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Bonus issued | $ 200,000 | ||||||||
Accounts payable, other, current | $ 200,000 | 200,000 | $ 300,000 | ||||||
President [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest rate | 8% | ||||||||
President [Member] | Related Party [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable related party | $ 486,500 | ||||||||
Notes payable, related parties, current | $ 356,404 | $ 356,404 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) | Jun. 30, 2023 | Sep. 08, 2021 | Aug. 01, 2021 |
Lease | |||
2024 | $ 65,856 | ||
2025 | 87,808 | ||
2026 | 54,709 | ||
Total future minimum lease payments | 208,373 | ||
Less: imputed interest | 14,361 | ||
Total | $ 194,012 | $ 17,000 | $ 316,000 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 12 Months Ended | ||||
Sep. 08, 2021 | Aug. 01, 2021 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 02, 2021 | |
Lease | |||||
Monthly lease payment | $ 300 | $ 7,000 | $ 1,727 | ||
Lease termination date | Oct. 31, 2025 | Oct. 31, 2025 | |||
Deposit | $ 52,362 | ||||
Security deposit | $ 17,454 | ||||
Lease liability values | $ 17,000 | $ 316,000 | $ 194,012 | ||
Borrowing rate | 5.75% | 5.75% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - April 1, 2015 [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
May 04, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Salary and wage, excluding cost of good and service sold | $ 96,000 | ||
Employment agreement description | The Employment Agreement provides that in the event the employee is terminated without cause or resigns for good reason (as defined in their Employment Agreement), the employee will receive, as severance the employee’s base salary for a period of 60 months following the date of termination. In the event of a change of control of the Company, the employee may elect to terminate the Employment Agreement within 30 days thereafter and upon such termination would receive a lump sum payment equal to 500% of the employee’s base salary | ||
Mr Easterling [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Salary and wage, excluding cost of good and service sold | $ 180,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | ||||||||
Jul. 24, 2023 | Jul. 17, 2023 | Aug. 17, 2022 | Jun. 30, 2023 | Jul. 20, 2023 | Mar. 31, 2023 | Jan. 20, 2023 | Nov. 04, 2022 | Jan. 01, 2016 | |
Subsequent Event [Line Items] | |||||||||
Property plant and equipment gross | $ 18,438,722 | $ 18,419,782 | |||||||
Proceeds from Issuance of Debt | $ 140,000 | ||||||||
Interest rate | 12% | 2% | |||||||
Securities Purchase Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Issuance of Debt | $ 1,100,000 | ||||||||
Interest rate | 10% | ||||||||
Subsequent Event [Member] | Merger Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Issuance of Debt | $ 140,000 | ||||||||
Interest rate | 10% | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series E Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 156 | ||||||||
Sale of Stock, Price Per Share | $ 1,000 | ||||||||
Stock Issued During Period, Value, New Issues | $ 156,000 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12% | ||||||||
Minimum [Member] | Subsequent Event [Member] | Merger Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Property plant and equipment gross | $ 5,000,001 |