Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2024 | Jul. 11, 2024 | Sep. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2024 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2024 | ||
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 | 13601 Preston Road | ||
Entity Address, Address Line Two | Suite E1092, | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 17,715,174 | ||
Entity Common Stock, Shares Outstanding | 1,209,334,067 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 76 | ||
Auditor Name | Turner, Stone & Company, L.L.P | ||
Auditor Location | Dallas, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Current assets | ||
Cash | $ 115,525 | $ 216,465 |
Accounts receivable | 27,450 | 17,325 |
Inventory | 68,510 | 25,725 |
Prepaid expenses | 169,650 | 286,593 |
Deferred offering costs | 1,336,263 | |
Total current assets | 381,135 | 1,882,371 |
Fixed assets, net | 13,301,245 | 15,043,715 |
Other assets | ||
Construction-in-process | 25,130 | |
Patents, net | 5,878,500 | 6,268,500 |
License Agreement, net | 8,062,376 | 9,142,376 |
Right of Use asset | 73,449 | 204,243 |
Deposits | 20,633 | 20,633 |
Total other assets | 14,034,958 | 15,660,882 |
Total assets | 27,717,338 | 32,586,968 |
Current liabilities | ||
Accounts payable | 3,495,689 | 3,510,206 |
Other accrued expenses | 1,743,799 | 1,314,961 |
Short-term note and lines of credit | 19,817 | 19,817 |
Restructured Senior note payable | 27,120,000 | |
Restructured August note payable | 2,640,000 | 2,400,000 |
Dividends payable | 544,800 | 579,248 |
Warrant liability | 24,000 | 355,000 |
Lease liability, current | 28,560 | 87,804 |
Total current liabilities | 38,528,534 | 11,221,783 |
Restructured Senior note payable | 21,290,000 | |
Note payable, less current maturities | 23,604 | |
Lease liability, non-current | 43,325 | 125,189 |
Total liabilities | 38,571,859 | 32,660,576 |
Commitments and contingencies (Note 13) | ||
Stockholders’ deficit | ||
Series A Convertible Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at March 31, 2024 and March 31, 2023, respectively | 500 | 500 |
Common stock, $0.0001 par value, 1,400,000,000 shares authorized, 1,116,482,063 and 803,123,748 shares issued and outstanding at March 31, 2024 and March 31, 2023, respectively | 111,712 | 80,377 |
Additional paid in capital | 126,468,749 | 121,156,733 |
Stock to be issued | 390,024 | 662,767 |
Subscription receivable | (56,250) | (56,250) |
Accumulated deficit | (183,791,156) | (167,533,292) |
Total stockholders’ deficit | (56,876,421) | (45,689,165) |
Total liabilities, mezzanine and stockholders’ deficit | 27,717,338 | 32,586,968 |
Series E Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Temporary equity, value | 1,977,900 | 2,003,557 |
Series F Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Temporary equity, value | 43,612,000 | 43,612,000 |
Series G Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Temporary equity, value | 432,000 | |
Nonrelated Party [Member] | ||
Current liabilities | ||
Accrued interest | 107,435 | 923,387 |
Notes payable | 553,322 | 671,100 |
Related Party [Member] | ||
Current liabilities | ||
Accrued interest | 254,593 | 219,542 |
Accrued expenses - related parties | 1,116,107 | 400,306 |
Notes payable | $ 880,412 | $ 740,412 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | 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 | 1,400,000,000 | 1,400,000,000 |
Common stock, shares issued | 1,116,482,063 | 803,123,748 |
Common stock, shares outstanding | 1,116,482,063 | 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 | 10,000 | 10,000 |
Redeemable convertible preferred stock, shares issued | 1,656 | 1,670 |
Redeemable convertible preferred stock, shares outstanding | 1,656 | 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 G Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 10,000 | 10,000 |
Redeemable convertible preferred stock, shares issued | 145 | 0 |
Redeemable convertible preferred stock, shares outstanding | 145 | 0 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Sales | $ 446,301 | $ 238,685 |
Cost of sales | 125,695 | 200,853 |
Net revenue | 320,606 | 37,832 |
Operating expenses: | ||
General and administrative | 6,879,879 | 5,923,695 |
Research and development | 190,855 | |
Facility operations | 772,196 | 1,936,296 |
Depreciation | 1,737,825 | 1,795,427 |
Amortization | 1,470,000 | 1,470,000 |
Total operating expenses | 10,859,900 | 11,316,273 |
Net loss from operations | (10,539,294) | (11,278,441) |
Other income (expense): | ||
Amortization of debt discount | (56,868) | (5,019,883) |
Change in fair value of derivative liability | 811,000 | |
Change in fair value of warrant liability | 331,000 | 3,568,000 |
Change in fair value of restructured notes payable | (5,162,366) | (2,842,132) |
Loss due to fire | (869,379) | |
Gain on extinguishment of debt | 2,383,088 | |
Extension fee | (190,000) | (575,100) |
Gain on settlement of accrued expenses | 124,202 | |
Gain on termination of lease | 32,375 | |
Gain on sale of machinery and equipment | 91,717 | |
Total other expense, net | (5,063,117) | (4,709,579) |
Loss before income taxes | (15,602,411) | (15,988,020) |
Provision for income taxes | ||
Net loss | (15,602,411) | (15,988,020) |
Amortization of beneficial conversion feature on Preferred shares | (212,048) | |
Accretion on Preferred shares | (65,900) | (755,333) |
Dividends | (589,553) | (541,868) |
Net loss available for common stockholders | $ (16,257,864) | $ (17,497,269) |
Loss per share (Basic) | $ (0.02) | $ (0.02) |
Loss per share (Diluted) | $ (0.02) | $ (0.02) |
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic) | 872,850,853 | 748,525,497 |
WEIGHTED AVERAGE SHARES OUTSTANDING (Diluted) | 872,850,853 | 748,525,497 |
Nonrelated Party [Member] | ||
Other income (expense): | ||
Interest expense | $ (73,924) | $ (2,273,353) |
Related Party [Member] | ||
Other income (expense): | ||
Interest expense | $ (35,051) | $ (16,022) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - 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 | 674,364,124 | |||||
Net loss | (15,988,020) | (15,988,020) | |||||
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 | |||||
Net loss | (15,602,411) | (15,602,411) | |||||
Issuance of common shares under financing agreement | $ 21,765 | 3,146,943 | 3,168,708 | ||||
Issuance of common shares under financing agreement, shares | 217,655,635 | ||||||
Shares issued upon exchange of Partitioned Note | $ 3,000 | 457,000 | 460,000 | ||||
Shares issued upon exchange of partitioned note, shares | 30,000,000 | ||||||
Conversion of Series E Preferred stock to common stock | $ 2,399 | 825,601 | (350,825) | 477,175 | |||
Conversion of Series E Preferred stock to common stock, shares | 23,989,570 | ||||||
Accretion of Series E Preferred stock | (27,900) | (27,900) | |||||
Accretion on Series G Preferred stock | (38,000) | (38,000) | |||||
Dividends payable on Preferred stock | (238,728) | (238,728) | |||||
Common stock issued to consultants | $ 4,010 | 600,690 | 604,700 | ||||
Common stock issued to consultants, shares | 40,100,000 | ||||||
Common stock issued to employees | $ 75 | 9,125 | 9,200 | ||||
Common stock issued to employees, shares | 750,000 | ||||||
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 | ||||||
Balance at Mar. 31, 2024 | $ 500 | $ 111,712 | $ 126,468,749 | $ 390,024 | $ (56,250) | $ (183,791,156) | $ (56,876,421) |
Balance, shares at Mar. 31, 2024 | 5,000,000 | 1,116,482,063 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (15,602,411) | $ (15,988,020) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 1,737,825 | 1,795,427 |
Amortization expense | 1,470,000 | 1,470,000 |
Amortization of debt discount | 56,868 | 5,019,883 |
Change in fair value of derivative liability | (811,000) | |
Change in fair value of warrant liability | (331,000) | (3,568,000) |
Change in fair value of restructured notes payable | 5,162,366 | 2,842,132 |
Extension fee | 125,000 | 575,100 |
Financing costs | 136,750 | |
Gain on extinguishment of debt | (2,383,088) | |
Gain on sale of machinery and equipment | (91,717) | |
Shares issued for services | 613,900 | 99,124 |
Amortization of operating lease right-of-use assets | 38,865 | 78,510 |
Gain on termination of lease | (32,375) | |
Issuance of Series G Preferred Stock for services | 200,000 | |
Loss due to fire | 869,379 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (10,125) | (2,940) |
Inventory | (42,785) | 43,445 |
Prepaid expenses | 116,943 | 1,224,953 |
Deferred offering costs | 1,336,263 | (1,336,263) |
Accounts payable | (14,074) | 712,169 |
Other accrued expenses | 428,838 | 1,107,543 |
Accrued expenses - related parties | 715,801 | 200,306 |
Accrued interest | 91,682 | 2,249,932 |
Accrued interest - related parties | 35,051 | 16,022 |
Operating lease liabilities | (16,804) | (73,260) |
Cash used in operating activities | (3,875,139) | (5,858,646) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for fixed assets | (42,510) | (2,548,447) |
Cash received for sale of machinery and equipment | 164,000 | 700,000 |
Cash provided by (used in) investing activities | 121,490 | (1,848,447) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments of notes payable | (96,000) | |
Payments on notes payable, related party | (5,000) | |
Repayment of short-term promissory note and lines of credit | (227) | |
Proceeds from sale of stock | 3,168,708 | 3,075,745 |
Proceeds from promissory note | 1,465,000 | |
Proceeds from promissory note, related parties | 140,000 | 250,000 |
Proceeds from convertible debentures, receipt from escrow | 1,500,000 | |
Escrow account in relation to the proceeds from promissory notes | ||
Proceeds from sale of Series E Preferred Shares | 150,000 | |
Proceeds from sale of Series G Preferred Shares | 194,000 | |
Cash provided by financing activities | 3,652,708 | 6,189,518 |
NET CHANGE IN CASH | (100,941) | (1,517,575) |
CASH AT BEGINNING OF YEAR | 216,465 | 1,734,040 |
CASH AT END OF YEAR | 115,524 | 216,465 |
INTEREST PAID | 17,758 | 7,472 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Construction in process transferred to fixed assets | 25,130 | 1,061,971 |
Shares issued upon conversion of Preferred stock | 477,175 | 1,668,000 |
Shares issued upon exchange of Partitioned Note | 460,000 | |
Dividends on Series E Preferred stock | 238,728 | |
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 | 12 Months Ended |
Mar. 31, 2024 | |
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, NaturalShrimp Global, Inc. 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 year ended March 31, 2024, the Company had a net loss available for common stockholders of approximately $ 16,258,000 183,791,000 38,147,000 3,169,000 344,000 140,000 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 | 12 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation The consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NaturalShrimp USA Corporation, NaturalShrimp Global and NAS, and the 51% ownership of NaturalShrimp/Hydrenesis LLC. 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 consolidated financial statements are computed in accordance with 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 March 31, 2024, the Company had 5,000,000 1,116,482,000 1,656 5,678,000 0.35 750,000 267,836,000 445 66,750,000 0.008 18,573,116 5,000,000 803,124,000 1,500 5,143,000 0.35 170 3,192,000 90 750,000 192,750,000 18,573,116 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 as of March 31, 2024 and March 31, 2023. The derivative and 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 liabilities during the years ended March 31, 2024 and 2023 Warrant liability SUMMARY OF ACTIVITY OF DERIVATIVES AT FAIR VALUE March 31, 2024 March 31, 2023 Warrant liability balance at beginning of year $ 355,000 $ 3,923,000 Change in fair value (331,000 ) (3,568,000 ) Balance at end of year $ 24,000 $ 355,000 At March 31, 2024, the fair value of the warrant liability was estimated using a Black Sholes option pricing model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.011 4.40 4.59 124.8 133.8 At March 31, 2023, the fair value of the warrant liability was estimated using a Black Sholes option pricing model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.05 3.81 113.6 121.0 Restructured August and Senior Notes Payable SCHEDULE OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE March 31, 2024 March 31, 2023 Restructured notes payable fair value at beginning of year $ 23,690,000 $ - Fair value of Promissory Notes upon Restructuring Agreement - 20,847,867 Reclass of accrued interest 907,634 - Change in fair value 5,162,366 2,842,133 Restructured Notes Payable fair value at end of year $ 29,760,000 $ 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 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 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 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. Income Taxes Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. 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. 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 March 31, 2024 and 2023, the Company believes the carrying value of the intangible assets are still recoverable, and there is no impairment to be recognized. Patent Agreement On May 19, 2021, the Company entered into a Patents Purchase Agreement (the “Patents Agreement”) with F&T Water Solutions, LLC (“F&T”). The Company and F&T had previously jointly developed and patented a water treatment technology used or useful in growing aquatic species in re-circulating and enclosed environments (the “Patent”) with each party owning a fifty percent (50%) interest. Upon the closing of the Patents Agreement, the Company purchased F&T’s interest in the Patent, F&T’s 100 2,000,000 9,900,990 0.505 5,000,000 7,000,000 390,000 1,950,000 390,000 390,000 License Agreements On August 25, 2021, the Company, through its 100 The terms of the Agreements set forth that NAS will pay Hydrenesis 12.5 The Sales Milestones are: SCHEDULE OF SALES MILESTONE Year 3 $ 250,000 Year 4 $ 375,000 Year 5 $ 625,000 Year 6 $ 875,000 All subsequent years $ 1,000,000 For the years ended March 31, 2024 and 2023, the amortization of the Rights was $ 1,080,000 1,080,000 1,080,000 5,400,000 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 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 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. 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 March 31, 2024 March 31, 2023 Years ended March 31, 2024 March 31, 2023 Shrimp sales $ 146,301 $ 238,685 Technology and equipment services 300,000 — Total revenues $ 446,301 $ 238,685 On May 21, 2023, the Company entered into a six-month agreement with a company for the use of the NSI Technologies. Per the agreement, the customer is to pay a total of $ 300,000 150,000 25,000 300,000 100,000 Recently Issued Accounting Standards In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07 , Segment Reporting (Topic ) Improvements to Reportable Segment Disclosures” In December 2023, the FASB issued ASU No. 2023-09 “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures” 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 does not expect that ASU 2020-06 will have a material impact on its consolidated financial statements and related disclosures. As of March 31, 2024, 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 of the Company evaluates events that have occurred after the balance sheet date of March 31, 2024, through the date which the consolidated financial statements were issued. Based upon the review, other than described in Note 14 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 3 – FIXED ASSETS A summary of the fixed assets is as follows: SCHEDULE OF FIXED ASSETS March 31, 2024 March 31, 2023 Land $ 324,293 $ 324,293 Buildings 6,624,549 5,495,150 Machinery and equipment 11,210,985 12,293,112 Autos and trucks 208,771 307,227 Fixed assets,gross 18,368,598 18,419,782 Accumulated depreciation (5,067,353 ) (3,376,067 ) Fixed assets, net $ 13,301,245 $ 15,043,715 The consolidated statements of operations reflect depreciation expense of approximately $ 1,738,000 1,795,000 On July 3, 2022, a building containing the Company’s water treatment and purification system in La Coste, Texas (the “Water Treatment Plant”) was completely destroyed in a fire. The Water Treatment Plant is a separate building consisting of approximately 8,000 1,763,000 325,000 |
SHORT-TERM NOTE AND LINES OF CR
SHORT-TERM NOTE AND LINES OF CREDIT | 12 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SHORT-TERM NOTE AND LINES OF CREDIT | NOTE 4 – SHORT-TERM NOTE AND LINES OF CREDIT The Company also 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, 34.4 33.9 9,580 The Company also has a working capital line of credit with Chase Bank for $ 25,000 18.5 18.0 10,237 |
PROMISSORY NOTE
PROMISSORY NOTE | 12 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTE | NOTE 5 – PROMISSORY NOTE 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 5,000 August 15, 2024 On November 8, 2023, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement the original note was partitioned into a $ 132,000 499,968 10,000,000 160,000 0.016 28,000 On January 17, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement the remaining January 2023 Note was partitioned into a $ 99,450 400,518 10,000,000 110,000 0.011 10,550 On February 22, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement the remaining January 2023 Note was partitioned into a $ 91,800 313,718 10,000,000 190,000 0.019 98,200 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 to settle the amounts that had been recognized per the separation agreement with the late Mr. Bill Williams dated August 15, 2019, for his portion of the related party notes and related accrued interest discussed above, and accrued compensation and allowances. The note bears interest at one percent per annum and calls for monthly payments of $ 8,000 until the balance is paid in full. During the year ended March 31, 2024, the Company did not make the monthly payments. The balance as of both March 31, 2024 and March 31, 2023 was $ 119,604 , with the full balance as of March 31, 2024 and $ 96,000 for the year end March 31, 2023, classified in current liabilities, on the consolidated balance sheets. |
RESTRUCTURED AUGUST NOTE PAYABL
RESTRUCTURED AUGUST NOTE PAYABLE | 12 Months Ended |
Mar. 31, 2024 | |
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 13), 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 June 30, 2024 August 15, 2024 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 2,640,000 240,000 2,400,000 467,000 415,000 |
RESTRUCTURED SENIOR NOTE PAYABL
RESTRUCTURED SENIOR NOTE PAYABLE | 12 Months Ended |
Mar. 31, 2024 | |
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 0.0001 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 13), 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 15 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 September 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”). 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. As of March 31, 2024, the Company is in full compliance with the covenants and Events 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 March 31, 2024 at approximately $ 27,120,000 5,830,000 21,290,000 2,376,000 5,688,000 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY Preferred Stock As of March 31, 2024 and March 31, 2023, the Company had 200,000,000 0.0001 5,000,000 5,000 no 5,000 none 10,000 1,656 1,670 750,000 750,000 10,000 445 Series E Preferred Stock On April 14, 2021, the Board authorized the issuance of 10,000 1,200 0.35 12 115 125 the holder has the option to exchange (in lieu of conversion), all or some of the shares of Series E Preferred Stock then held for any securities or units issued in a subsequent financing on a $1.00 for $1.00 basis 150 On November 22, 2021, the Company entered into a securities purchase agreement (“SPA”) for 1,500 1,000 1,500,000 0.75 1,500,000 561,000 0.38 1.33 209.9 0 267,429 101,000 300,000 662,000 On April 14, 2021, the Company, entered into a share exchange agreement (the “Exchange Agreement”) with a holder of the Series D Preferred Stock, whereby, at the closing of the Offering, the Holder agreed to exchange an aggregate of 3,600 0.0001 3,739.63 0.0001 On June 16, 2022, one of the holders of the Series E Convertible Preferred Stock chose to exercise their right, pursuant to the Certificate of Designation relating to the Series E Convertible Preferred Stock, to receive the rights extended to the convertible noteholder, of 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 of conversion. As the exercise of the conversion price adjustment was similar to a down round, and the Company has not yet adopted ASU 2020-06, the accounting treatment of ASU 2017-11 was applied, whereby the adjustment was treated as a contingent beneficial conversion feature recognized as of the triggering date. As of June 16, 2022, this holder held 940 99,000 10 130 156,000 15 170 During the year ended March 31, 2023, 1,300 14,458,127 1,670 On November 5, 2022, the Company entered a restructuring agreement with the Series E Preferred Stockholders, whereby the Series E Preferred Stock and the warrants outstanding as of the Closing date shall have their terms adjusted. The outstanding warrants shall be a) cancelled in exchange for a cash payment equal to the fair value of the warrants based on the Black Scholes model, with the exercise price to be adjusted to equal 80 (i) the stated value of $1,200 per share plus any unpaid dividends, multiplied by 1.25, divided by (ii) 80% of the average volume weighted average price of the Company’s common stock during the five trading day period immediately prior to the Closing Date On July 24, 2023, the Company entered into a Securities Purchase Agreement for the additional sale of 156 1,000 156,000 12 For the year ended March 31, 2024 the accretion for the Series E Preferred Stock was $ 27,900 On May 1, 2023, one of the holders converted 600 23,989,570 516,000 108,000 Series G Preferred Stock On December 1, 2023, the Board authorized the issuance of 10,000 0.0001 1,200 8 As the redemption feature is mandatorily redeemable within one year of the issuance date, with a substantive conversion option, the Series G Preferred Stock would not fall under liability classification but is to be classified as mezzanine equity. Series G Preferred Equity Offering On December 14, 2023, the Company entered into a Securities Purchase Agreement for the sale of 110 1,000 110,000 35 400 1,000 8 110,000 13,000 77,000 On January 24, 2024, the Company received a tranche of $ 100,000 100 120,000 3,000 23,000 On February 23, 2024, the Company entered into a consulting agreement in which it was required to issue the consultant a retainer fee to be either $ 180,000 200,000 200 240,000 40,000 During the year ending March 31, 2024, the accretion for the Series G Preferred Stock was $ 38,000 Common Stock On September 28, 2023, the Company increased their authorized common shares to 1,400,000,000 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 year ended March 31, 2024, the Company sold 11,981,706 376,000 0.03 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 In the three months ended September 30, 2023, the Company sold 31,808,246 566,000 0.02 In the three months ended December 31, 2023, the Company sold 44,843,442 459,000 0.01 0.02 7,868,985 In the last quarter ending March 31, 2024, the Company sold 100,816,636 845,000 0.008 0.009 GHS 2023 Purchase Agreement On May 9, 2023, the Company entered into a purchase agreement (the “GHS 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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. In the three months ended June 30, 2023, the Company sold 28,205,605 923,000 0.03 0.04 Common Shares Issued to Consultants On December 4, 2023, 40,000,000 600,000 0.015 On June 19, 2023, 100,000 4,700 0.047 On August 1, 2022, the Company issued 250,000 Common Stock Issued in Relation to Business Agreement As of June 22, 2022, 250,000 Common Shares Issued to Employees In February and March 2024, the Company issued 700,000 8,100 0.010 0.012 On October 10, 2023, a new employee was issued 50,000 1,100 0.02250 |
OPTIONS AND WARRANTS
OPTIONS AND WARRANTS | 12 Months Ended |
Mar. 31, 2024 | |
Options And Warrants | |
OPTIONS AND WARRANTS | NOTE 9 – OPTIONS AND WARRANTS The Company has not granted any options since inception. No warrants were issued in the year ended March 31, 2024 and 2023, nor were any warrants exercised nor expired. The outstanding warrants have an average strike price of $ 0.47 3 3.72 All of the warrants issued have been recognized as a liability, based on the fact it is not known if there will be sufficient authorized shares to be issued upon settlement. The 18,573,116 24,000 331,000 0.011 4.40 4.59 124.8 133.8 0 The 18,573,116 355,000 3,568,000 0.05 3.81 121.0 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS Promissory Note On July 10 through July 17, 2023, the Company received $ 140,000 10 On August 10, 2022, the Company issued a loan agreement for $ 300,000 50,000 250,000 10 For the year ended March 31, 2024, the interest expense for the related party promissory notes was approximately $ 28,000 50,000 22,000 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 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 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The components of income tax expense for the years ended March 31, 2024 and 2023 consist of the following: SCHEDULE OF INCOME TAX EXPENSE 2024 2023 Federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit - - Permanent differences 0.9 % 4.6 % Valuation allowance (21.9 )% (25.6 )% Effective rate 0.0 % 0.0 % Significant components of the Company’s deferred tax assets as of March 31, 2024 and 2023 are summarized below. SCHEDULE OF DEFERRED TAX ASSET 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 17,600,000 $ 8,900,000 Other 1,206,000 (279,000 ) Total deferred tax asset 18,806,000 8,621,000 Valuation allowance (18,806,000 ) (8,621,000 ) Total $ - $ - As of March 31, 2024, the Company had approximately $ 83,800,000 The carry forwards beginning in tax years 2018 are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income 282,000 To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital. The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by $ 10,185,000 2,949,000 The Company reviewed all income tax positions taken or that they expect to be taken for all open years and determined that the income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for tax years after 2017 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction. |
LEASE
LEASE | 12 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASE | NOTE 12 – 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 December 31, 2023, the Company moved to a new office space in Texas, and the sublease in effect was terminated. At the termination of the original lease, the existing ROU of approximately $ 153,000 175,000 22,000 On December 20, 2023, the Company entered into a sublease for a new office space in Texas, with a commencement date of January 1, 2024, which will terminate on March 31, 2027. The monthly rates are $2,063 for April 1, 2024 through March 31, 2025, $2,192 for the second year of April 1, 2025 through March 31, 2026 and $2,320 for the final year 2,063 At inception, as of January 1, 2024, the ROU and lease liability was calculated as approximately $ 61,000 14.5 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 March 31, 2024: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2025 $ 28,496 2026 30,043 2027 31,590 Total future minimum lease payments 90,129 Less: imputed interest 18,244 Total $ 71,885 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – 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. Gary Shover A shareholder of NaturalShrimp Holdings, Inc. (“NSH”), Gary Shover, filed suit against the Company on August 11, 2020 in the Northern District of Texas, Dallas Division, alleging breach of contract for the Company’s failure to exchange common shares of the Company for shares Mr. Shover owns in NSH. On November 15, 2021, a hearing was held before the US District Court for the Northern District of Texas, Dallas Division at which time Mr. Shover and the Company presented arguments as to why the Court should approve a joint motion for settlement. After considering the argument of counsel and taking questions from those NSH Shareholders who were present through video conferencing link, the Court approved the motion of the parties to allow Mr. Shover and all like and similarly situated NSH Shareholders to exchange each share of NSH held by a NSH Shareholder for a share of the Company. A final Order was signed on December 6, 2021 and the case was closed by an Order of the Court of the same date. The Company is to issue approximately 93 29,388,000 0.316 28,494,706 9,415,950 61,558,203 19,445,284 863,110 272,743 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 shall be a wholly-owned subsidiary of Yotta (the “Merger”). In addition, Yotta would be renamed “NaturalShrimp, Incorporated” or such other name as shall be designated by the Company. Other capitalized terms used, but not defined, herein have the respective meanings given to such terms in the Merger Agreement. 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 3,000,000 th As a result of the termination of the Merger Agreement the related Deferred offering costs in current assets of $ 1,394,366 The Merger Agreement had provided for aggregate consideration to be issued to securityholders of the Company of 17,500,000 0.0001 (i) 5,000,000 Yotta Shares if the Surviving Corporation has at least $15,000,000 in revenue during the fiscal year ended March 31, 2024 and (ii) 5,000,000 Yotta Shares if the Surviving Corporation has at least $30,000,000 in revenue during the fiscal year ended March 31, 2025 (collectively, the “Contingent Merger Consideration Shares”) In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time each share of Common Stock outstanding or deemed outstanding pursuant to the provisions discussed immediately below as of immediately prior to the Effective Time will be converted into the right to receive its allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares (to the extent the required revenue thresholds are met). Pursuant to the terms of the Merger Agreement and agreements that, pursuant to the Merger Agreement, the Company would have entered into with holders of such convertible securities, such convertible securities would have been canceled prior to the closing of the Merger in exchange (except for the Series A Convertible Preferred Stock of the Company, par value $ 0.0001 0.0001 0.0001 The Business Combination was expected to be accounted for as a reverse merger and recapitalization of NaturalShrimp into Yotta in accordance with GAAP because NaturalShrimp has been determined to be the accounting acquirer under ASC 805 under the no-redemption and full redemption scenarios. Under this method of accounting, Yotta will be treated as the “acquired” company for financial reporting purposes. Accordingly, the combined assets, liabilities and results of operations of NaturalShrimp will become the historical financial statements of NaturalShrimp Incorporated, and Yotta’s assets, liabilities and results of operations will be consolidated with NaturalShrimp beginning on the acquisition date. For accounting purposes, the financial statements of NaturalShrimp Incorporated will represent a continuation of the financial statements of NaturalShrimp with the transaction being treated as the equivalent of NaturalShrimp issuing stock for the net assets of Yotta, accompanied by a recapitalization. The net assets of Yotta will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of NaturalShrimp in future reports of NaturalShrimp Incorporated. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Subsequent to the year ended March 31, 2024, the Company sold 72,852,004 528,000 0.007 0.008 On April 3, 2024, the Company and the Investor entered into an Exchange Agreement on the January 2023 Note. In the Exchange Agreement the remaining January 2023 Note was partitioned into a $ 92,700 221,018 10,000,000 100,000 0.010 7,300 On April 23, 2024, the Company received a tranche of $ 100,000 100 120,000 20,000 On June 12, 2024, the Company received a tranche of $ 100,000 100 120,000 20,000 On July 10, 2024, the Company received a tranche of $ 100,000 100 120,000 20,000 On July 3, 2024, the Company and the Investor entered into an Exchange Agreement on the Senior Note. In the Exchange Agreement the remaining Senior Note was partitioned into a $ 90,000 90,000 10,000,000 90,000 0.009 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NaturalShrimp USA Corporation, NaturalShrimp Global and NAS, and the 51% ownership of NaturalShrimp/Hydrenesis LLC. 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 consolidated financial statements are computed in accordance with 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 March 31, 2024, the Company had 5,000,000 1,116,482,000 1,656 5,678,000 0.35 750,000 267,836,000 445 66,750,000 0.008 18,573,116 5,000,000 803,124,000 1,500 5,143,000 0.35 170 3,192,000 90 750,000 192,750,000 18,573,116 |
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 as of March 31, 2024 and March 31, 2023. The derivative and 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 liabilities during the years ended March 31, 2024 and 2023 Warrant liability SUMMARY OF ACTIVITY OF DERIVATIVES AT FAIR VALUE March 31, 2024 March 31, 2023 Warrant liability balance at beginning of year $ 355,000 $ 3,923,000 Change in fair value (331,000 ) (3,568,000 ) Balance at end of year $ 24,000 $ 355,000 At March 31, 2024, the fair value of the warrant liability was estimated using a Black Sholes option pricing model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.011 4.40 4.59 124.8 133.8 At March 31, 2023, the fair value of the warrant liability was estimated using a Black Sholes option pricing model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.05 3.81 113.6 121.0 Restructured August and Senior Notes Payable SCHEDULE OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE March 31, 2024 March 31, 2023 Restructured notes payable fair value at beginning of year $ 23,690,000 $ - Fair value of Promissory Notes upon Restructuring Agreement - 20,847,867 Reclass of accrued interest 907,634 - Change in fair value 5,162,366 2,842,133 Restructured Notes Payable fair value at end of year $ 29,760,000 $ 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 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 |
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 |
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. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. |
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. 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 March 31, 2024 and 2023, the Company believes the carrying value of the intangible assets are still recoverable, and there is no impairment to be recognized. |
Patent Agreement | Patent Agreement On May 19, 2021, the Company entered into a Patents Purchase Agreement (the “Patents Agreement”) with F&T Water Solutions, LLC (“F&T”). The Company and F&T had previously jointly developed and patented a water treatment technology used or useful in growing aquatic species in re-circulating and enclosed environments (the “Patent”) with each party owning a fifty percent (50%) interest. Upon the closing of the Patents Agreement, the Company purchased F&T’s interest in the Patent, F&T’s 100 2,000,000 9,900,990 0.505 5,000,000 7,000,000 390,000 1,950,000 390,000 390,000 |
License Agreements | License Agreements On August 25, 2021, the Company, through its 100 The terms of the Agreements set forth that NAS will pay Hydrenesis 12.5 The Sales Milestones are: SCHEDULE OF SALES MILESTONE Year 3 $ 250,000 Year 4 $ 375,000 Year 5 $ 625,000 Year 6 $ 875,000 All subsequent years $ 1,000,000 For the years ended March 31, 2024 and 2023, the amortization of the Rights was $ 1,080,000 1,080,000 1,080,000 5,400,000 |
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 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 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. 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 March 31, 2024 March 31, 2023 Years ended March 31, 2024 March 31, 2023 Shrimp sales $ 146,301 $ 238,685 Technology and equipment services 300,000 — Total revenues $ 446,301 $ 238,685 On May 21, 2023, the Company entered into a six-month agreement with a company for the use of the NSI Technologies. Per the agreement, the customer is to pay a total of $ 300,000 150,000 25,000 300,000 100,000 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07 , Segment Reporting (Topic ) Improvements to Reportable Segment Disclosures” In December 2023, the FASB issued ASU No. 2023-09 “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures” 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 does not expect that ASU 2020-06 will have a material impact on its consolidated financial statements and related disclosures. As of March 31, 2024, 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 Management of the Company evaluates events that have occurred after the balance sheet date of March 31, 2024, through the date which the consolidated financial statements were issued. Based upon the review, other than described in Note 14 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [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 SALES MILESTONE | The Sales Milestones are: SCHEDULE OF SALES MILESTONE Year 3 $ 250,000 Year 4 $ 375,000 Year 5 $ 625,000 Year 6 $ 875,000 All subsequent years $ 1,000,000 |
SCHEDULE OF REVENUE RECOGNITION | SCHEDULE OF REVENUE RECOGNITION March 31, 2024 March 31, 2023 Years ended March 31, 2024 March 31, 2023 Shrimp sales $ 146,301 $ 238,685 Technology and equipment services 300,000 — Total revenues $ 446,301 $ 238,685 |
Promissory Note [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
SCHEDULE OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE | Restructured August and Senior Notes Payable SCHEDULE OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE March 31, 2024 March 31, 2023 Restructured notes payable fair value at beginning of year $ 23,690,000 $ - Fair value of Promissory Notes upon Restructuring Agreement - 20,847,867 Reclass of accrued interest 907,634 - Change in fair value 5,162,366 2,842,133 Restructured Notes Payable fair value at end of year $ 29,760,000 $ 23,690,000 |
Warrant [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
SUMMARY OF ACTIVITY OF DERIVATIVES AT FAIR VALUE | Warrant liability SUMMARY OF ACTIVITY OF DERIVATIVES AT FAIR VALUE March 31, 2024 March 31, 2023 Warrant liability balance at beginning of year $ 355,000 $ 3,923,000 Change in fair value (331,000 ) (3,568,000 ) Balance at end of year $ 24,000 $ 355,000 |
Derivative [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
SCHEDULE OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE | The following is a summary of activity of Level 3 liabilities during the years ended March 31, 2024 and 2023 Warrant liability SUMMARY OF ACTIVITY OF DERIVATIVES AT FAIR VALUE March 31, 2024 March 31, 2023 Warrant liability balance at beginning of year $ 355,000 $ 3,923,000 Change in fair value (331,000 ) (3,568,000 ) Balance at end of year $ 24,000 $ 355,000 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSETS | A summary of the fixed assets is as follows: SCHEDULE OF FIXED ASSETS March 31, 2024 March 31, 2023 Land $ 324,293 $ 324,293 Buildings 6,624,549 5,495,150 Machinery and equipment 11,210,985 12,293,112 Autos and trucks 208,771 307,227 Fixed assets,gross 18,368,598 18,419,782 Accumulated depreciation (5,067,353 ) (3,376,067 ) Fixed assets, net $ 13,301,245 $ 15,043,715 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSE | The components of income tax expense for the years ended March 31, 2024 and 2023 consist of the following: SCHEDULE OF INCOME TAX EXPENSE 2024 2023 Federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit - - Permanent differences 0.9 % 4.6 % Valuation allowance (21.9 )% (25.6 )% Effective rate 0.0 % 0.0 % |
SCHEDULE OF DEFERRED TAX ASSET | Significant components of the Company’s deferred tax assets as of March 31, 2024 and 2023 are summarized below. SCHEDULE OF DEFERRED TAX ASSET 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 17,600,000 $ 8,900,000 Other 1,206,000 (279,000 ) Total deferred tax asset 18,806,000 8,621,000 Valuation allowance (18,806,000 ) (8,621,000 ) Total $ - $ - |
LEASE (Tables)
LEASE (Tables) | 12 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | The following is a schedule of maturities of lease liabilities as of March 31, 2024: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2025 $ 28,496 2026 30,043 2027 31,590 Total future minimum lease payments 90,129 Less: imputed interest 18,244 Total $ 71,885 |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss from operation | $ 16,257,864 | $ 17,497,269 |
Accumulated deficit | 183,791,156 | 167,533,292 |
Working capital deficit | 38,147,000 | |
Sale of stock consideration | 3,169,000 | |
Proceeds from sale of Series E Preferred Shares | 344,000 | |
Proceeds from issuance of promissory notes, related parties | $ 140,000 | $ 250,000 |
SUMMARY OF ACTIVITY OF DERIVATI
SUMMARY OF ACTIVITY OF DERIVATIVES AT FAIR VALUE (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Warrant liability balance at beginning of year | $ 355,000 | $ 3,923,000 |
Change in fair value | (331,000) | (3,568,000) |
Balance at end of year | $ 24,000 | $ 355,000 |
SCHEDULE OF RESTRUCTURED AUGUST
SCHEDULE OF RESTRUCTURED AUGUST AND SENIOR NOTES PAYABLE AT FAIR VALUE (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Restructured notes payable fair value at beginning of year | $ 23,690,000 | |
Fair value of Promissory Notes upon Restructuring Agreement | 20,847,867 | |
Reclass of accrued interest | 907,634 | |
Change in fair value | 5,162,366 | 2,842,133 |
Restructured Notes Payable fair value at end of year | $ 29,760,000 | $ 23,690,000 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | Mar. 31, 2024 |
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 SALES MILESTONE (De
SCHEDULE OF SALES MILESTONE (Details) | Mar. 31, 2024 USD ($) |
Accounting Policies [Abstract] | |
Year 3 (Royalty) | $ 250,000 |
Year 4 (Royalty) | 375,000 |
Year 5 (Royalty) | 625,000 |
Year 6 (Royalty) | 875,000 |
All subsequent years (Royalty) | $ 1,000,000 |
SCHEDULE OF REVENUE RECOGNITION
SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Product Information [Line Items] | ||
Total revenues | $ 446,301 | $ 238,685 |
Shrimp Sales [Member] | ||
Product Information [Line Items] | ||
Total revenues | 146,301 | 238,685 |
Technology and Equipment Services [Member] | ||
Product Information [Line Items] | ||
Total revenues | $ 300,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||
May 21, 2023 USD ($) | Nov. 04, 2022 | May 19, 2021 USD ($) $ / shares shares | Mar. 31, 2018 | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 14, 2023 $ / shares | Jul. 17, 2023 | Aug. 25, 2021 | Jan. 01, 2016 | |
Antidilutive securities | shares | 18,573,116 | 170 | ||||||||
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 in for an estimated period, and a 45% and 40% present value factor, | |||||||||
Interest rate | 12% | 2% | ||||||||
Exit fee rate | 15% | |||||||||
Cash equivalents | $ 0 | $ 0 | ||||||||
Cash, FDIC insured amount | 250,000 | |||||||||
Partnership percentage | 100% | |||||||||
Amortization expenses | 390,000 | 390,000 | ||||||||
Initial payment | 54,647 | 54,647 | ||||||||
Service fee | $ 25,000 | |||||||||
Received initial payment | 300,000 | |||||||||
Monthly service fees | 100,000 | |||||||||
Related Party [Member] | ||||||||||
Interest rate | 10% | |||||||||
Initial payment | 150,000 | |||||||||
Hydrenesis Technology And Equipment [Member] | ||||||||||
Costs and expenses, related party | $ 300,000 | |||||||||
Hydrenesis-Delta Systems, LLC [Member] | ||||||||||
Ownership percentage | 100% | |||||||||
Patents Purchase Agreement [Member] | F&T Water Solutions LLC [Member] | ||||||||||
Patent purchase price | $ 2,000,000 | |||||||||
Issuance of common stock | shares | 9,900,990 | |||||||||
Market value price per share | $ / shares | $ 0.505 | |||||||||
Fair value of shares | $ 5,000,000 | |||||||||
Cost of acquisition | 7,000,000 | |||||||||
Amortization, Year five | 390,000 | |||||||||
Finite lived intangible assets, net | $ 1,950,000 | |||||||||
Technology Rights Agreement [Member] | ||||||||||
Amortization, Year five | 1,080,000 | |||||||||
Amortization expense | 1,080,000 | $ 1,080,000 | ||||||||
Amortization, After year five | $ 5,400,000 | |||||||||
Technology Rights Agreement [Member] | Hydrenesis-Delta Systems, LLC [Member] | ||||||||||
Royalty fee, percentage | 12.50% | |||||||||
Measurement Input, Share Price [Member] | ||||||||||
Warrants, measurement input | $ / shares | 0.011 | 0.05 | ||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Warrants, measurement input | 3.81 | |||||||||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||||||||
Warrants, measurement input | 4.40 | |||||||||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||||
Warrants, measurement input | 4.59 | |||||||||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||||||
Warrants, measurement input | 124.8 | 113.6 | ||||||||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||||||
Warrants, measurement input | 133.8 | 121 | ||||||||
Series E Redeemable Convertible Preferred Stock [Member] | ||||||||||
Antidilutive securities | shares | 1,656 | 1,500 | ||||||||
Convertible preferred stock conversion,shares | shares | 5,678,000 | |||||||||
Fixed conversion price | $ / shares | $ 0.35 | |||||||||
Convertible preferred stock conversion,shares | shares | 5,143,000 | |||||||||
Series F Redeemable Convertible Preferred Stock [Member] | ||||||||||
Antidilutive securities | shares | 750,000 | |||||||||
Fixed conversion price | $ / shares | $ 0.35 | |||||||||
Series G Redeemable Convertible Preferred Stock [Member] | ||||||||||
Antidilutive securities | shares | 445 | |||||||||
Fixed conversion price | $ / shares | $ 0.008 | |||||||||
Market value price per share | $ / shares | $ 1,000 | |||||||||
Series G Preferred Stock [Member] | ||||||||||
Convertible preferred stock conversion,shares | shares | 66,750,000 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Antidilutive securities | shares | 5,000,000 | |||||||||
Preferred stock converted, shares | shares | 803,124,000 | |||||||||
Series E Redeemable Convertible Preferred Stock One [Member] | ||||||||||
Convertible preferred stock conversion,shares | shares | 3,192,000 | |||||||||
Debt conversion, converted instrument, rate | 90% | |||||||||
Common Stock [Member] | ||||||||||
Preferred stock converted, shares | shares | 1,116,482,000 | |||||||||
Convertible preferred stock conversion,shares | shares | 267,836,000 | 192,750,000 | ||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Antidilutive securities | shares | 5,000,000 | |||||||||
Series F Preferred Stock [Member] | ||||||||||
Antidilutive securities | shares | 750,000 | |||||||||
Warrant [Member] | ||||||||||
Antidilutive securities | shares | 18,573,116 |
SCHEDULE OF FIXED ASSETS (Detai
SCHEDULE OF FIXED ASSETS (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 324,293 | $ 324,293 |
Buildings | 6,624,549 | 5,495,150 |
Machinery and equipment | 11,210,985 | 12,293,112 |
Autos and trucks | 208,771 | 307,227 |
Fixed assets,gross | 18,368,598 | 18,419,782 |
Accumulated depreciation | (5,067,353) | (3,376,067) |
Fixed assets, net | $ 13,301,245 | $ 15,043,715 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) | 12 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jul. 03, 2022 USD ($) ft² | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 1,737,825 | $ 1,795,427 | |
Fixed assets | 13,301,245 | 15,043,715 | |
Accumulated depreciation | $ 5,067,353 | $ 3,376,067 | |
Water Treatment and Purification System [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Area of land | ft² | 8,000 | ||
Fixed assets | $ 1,763,000 | ||
Accumulated depreciation | $ 325,000 |
SHORT-TERM NOTE AND LINES OF _2
SHORT-TERM NOTE AND LINES OF CREDIT (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Capital One Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit working capital | $ 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 | 34.40% | 33.90% |
Line of credit | $ 9,580 | $ 9,580 |
Chase Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit working capital | $ 25,000 | |
Line of credit, interest rate | 18.50% | 18% |
Line of credit | $ 10,237 | $ 10,237 |
PROMISSORY NOTE (Details Narrat
PROMISSORY NOTE (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||
Feb. 22, 2024 | Jan. 17, 2024 | Nov. 20, 2023 | Nov. 17, 2023 | Nov. 08, 2023 | Jan. 20, 2023 | Oct. 24, 2022 | Jul. 15, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | May 17, 2023 | Apr. 21, 2023 | Nov. 04, 2022 | Jan. 01, 2016 | |
Short-Term Debt [Line Items] | ||||||||||||||
Interest rate | 12% | 2% | ||||||||||||
Exit fee percent | 15% | |||||||||||||
Extension fee | $ (190,000) | $ (575,100) | ||||||||||||
Maturity date | Jun. 30, 2024 | Aug. 15, 2024 | ||||||||||||
Shares conversion, value | $ 477,175 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Shares conversion | 23,989,570 | |||||||||||||
Shares conversion, value | $ 2,399 | |||||||||||||
Commercial Paper [Member] | Yotta Investment LLC [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrumrnt face amount | $ 60,000 | $ 60,000 | ||||||||||||
January 2023 Note [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrumrnt face amount | $ 313,718 | $ 400,518 | $ 499,968 | $ 631,968 | ||||||||||
Interest rate | 10% | |||||||||||||
Debt discount | $ 56,868 | |||||||||||||
Cash received from debt instrument | $ 575,100 | |||||||||||||
Exit fee percent | 15% | |||||||||||||
Extension fee | $ 5,000 | |||||||||||||
Maturity date | Aug. 15, 2024 | |||||||||||||
January 2023 Note [Member] | New Promissory Note [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrumrnt face amount | 91,800 | 99,450 | 132,000 | |||||||||||
January 2023 Note [Member] | Commercial Paper [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Financing expenses | $ 98,200 | $ 10,550 | $ 28,000 | |||||||||||
January 2023 Note [Member] | Commercial Paper [Member] | Common Stock [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Shares conversion | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||
Shares conversion, value | $ 190,000 | $ 110,000 | $ 160,000 | |||||||||||
Shares conversion, per share price | $ 0.019 | $ 0.011 | $ 0.016 | |||||||||||
Promissory Note [Member] | Williams [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrumrnt face amount | $ 383,604 | |||||||||||||
Debt Instrument, Periodic Payment | $ 8,000 | |||||||||||||
Long-Term Debt | $ 119,604 | 119,604 | ||||||||||||
Notes Payable, Current | $ 96,000 |
RESTRUCTURED AUGUST NOTE PAYA_2
RESTRUCTURED AUGUST NOTE PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Nov. 20, 2023 | Oct. 24, 2022 | Aug. 17, 2022 | Mar. 01, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | Nov. 04, 2022 | Jan. 01, 2016 | |
Debt Instrument [Line Items] | |||||||||
Debt instrument interest rate percentage | 12% | 2% | |||||||
Exit fee percent | 15% | ||||||||
Debt instrument, redemption, percentage | 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 13), 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”). | ||||||||
Extended maturity date | Jun. 30, 2024 | Aug. 15, 2024 | |||||||
Restructured august note payable | $ 2,640,000 | $ 2,400,000 | |||||||
Change in fair value of restructed debt | (5,162,366) | (2,842,132) | |||||||
Restructured August Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt discount and accrued interest | 1,933,000 | ||||||||
Loss in extinguishment | 157,000 | ||||||||
Restructured august note payable | 2,640,000 | 2,400,000 | |||||||
Change in fair value of restructed debt | 240,000 | $ 467,000 | |||||||
Revalued debt amount | $ 415,000 | ||||||||
Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 272,000 | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 5,433,333 | ||||||||
Debt instrument interest rate percentage | 12% | ||||||||
Debt instrument unamortized discount | $ 433,333 | ||||||||
Debt instrument transaction expense | 10,000 | ||||||||
Proceeds from debt | 1,100,000 | ||||||||
Escrow deposit | 3,900,000 | ||||||||
Debt instrument, fair value | $ 3,400,000 | ||||||||
Exit fee percent | 15% | ||||||||
Debt instrument, redemption, percentage | 15% | ||||||||
Debt instrument outstanding face amount | $ 816,500 | ||||||||
Increase in outstanding balance, percentage | 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 |
RESTRUCTURED SENIOR NOTE PAYA_2
RESTRUCTURED SENIOR NOTE PAYABLE (Details Narrative) | 12 Months Ended | ||||||
Nov. 04, 2022 USD ($) | Aug. 17, 2022 USD ($) | Dec. 15, 2021 USD ($) $ / shares | Mar. 31, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) $ / shares | Jan. 01, 2016 | |
Short-Term Debt [Line Items] | |||||||
Debt instrument interest rate percentage | 12% | 2% | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Revalued debt amount | $ 21,290,000 | ||||||
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. As of March 31, 2024, the Company is in full compliance with the covenants and Events 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 | ||||||
Fair value option, changes | $ 30,028,000 | ||||||
Share price | $ / shares | $ 0.16 | ||||||
Fair value derivative | $ 27,120,000 | ||||||
Change in fair value | 5,830,000 | ||||||
Revalued debt amount | 21,290,000 | ||||||
Revalued debt amount | $ 5,688,000 | $ 2,376,000 | |||||
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] | |||||||
Outstanding balance | $ 5,433,333 | ||||||
Debt instrument interest rate percentage | 12% | ||||||
Repayments of 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% | ||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Outstanding balance | $ 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 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Amended and Restated Secured Promissory Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Outstanding balance | $ 2,675,000 | ||||||
Repayments of debt | $ 10,000,000 | ||||||
Percentage of exit fee | 15% | ||||||
Debt instrument convertible terms of conversion feature description | 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 September 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”). |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Feb. 23, 2024 USD ($) shares | Jan. 24, 2024 USD ($) shares | Dec. 19, 2023 USD ($) | Dec. 14, 2023 USD ($) $ / shares shares | Dec. 04, 2023 shares | Dec. 01, 2023 USD ($) $ / shares shares | Oct. 31, 2023 shares | Oct. 10, 2023 USD ($) $ / shares shares | Jul. 24, 2023 USD ($) $ / shares shares | Jun. 19, 2023 USD ($) $ / shares shares | May 09, 2023 USD ($) shares | May 01, 2023 USD ($) shares | Apr. 28, 2023 USD ($) Integer $ / shares | Nov. 05, 2022 | Nov. 04, 2022 USD ($) shares | Aug. 17, 2022 | Aug. 01, 2022 shares | Jun. 22, 2022 USD ($) | Jun. 16, 2022 USD ($) shares | Mar. 01, 2022 USD ($) shares | Nov. 22, 2021 USD ($) $ / shares shares | Apr. 14, 2021 $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Feb. 29, 2024 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Sep. 28, 2023 shares | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||
Fair value of warrants adjustment | $ | $ (331,000) | $ (3,568,000) | ||||||||||||||||||||||||||||||
Beneficial conversion feature | $ | $ 99,000 | |||||||||||||||||||||||||||||||
Percentage of series E preferred shares | 10% | |||||||||||||||||||||||||||||||
Increase series E preferred shares | 130 | |||||||||||||||||||||||||||||||
Increase series E preferred value | $ | $ 156,000 | |||||||||||||||||||||||||||||||
Debt instrument, redemption, percentage | 15% | |||||||||||||||||||||||||||||||
Debt conversion, description | (i) the stated value of $1,200 per share plus any unpaid dividends, multiplied by 1.25, divided by (ii) 80% of the average volume weighted average price of the Company’s common stock during the five trading day period immediately prior to the Closing Date | |||||||||||||||||||||||||||||||
Accretion of series E preferred shares | $ | 27,900 | |||||||||||||||||||||||||||||||
Preferred stock dividends in kind | $ | 516,000 | |||||||||||||||||||||||||||||||
Received initial tranche | $ | 1,465,000 | |||||||||||||||||||||||||||||||
Cash | $ | $ 115,525 | $ 115,525 | $ 115,525 | $ 216,465 | ||||||||||||||||||||||||||||
Common stock, shares authorized | 1,400,000,000 | 1,400,000,000 | 1,400,000,000 | 1,400,000,000 | 1,400,000,000 | |||||||||||||||||||||||||||
Issuance of sale of equity | $ | $ 3,168,708 | $ 3,075,745 | ||||||||||||||||||||||||||||||
Commson stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares issued | 40,000,000 | 100,000 | 250,000 | |||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.047 | $ 0.015 | $ 0.015 | |||||||||||||||||||||||||||||
Number of shares issued, value | $ | $ 4,700 | $ 600,000 | ||||||||||||||||||||||||||||||
New Employees [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares issued | 700,000 | 700,000 | ||||||||||||||||||||||||||||||
Number of shares issued, value | $ | $ 8,100 | $ 8,100 | ||||||||||||||||||||||||||||||
New Employee [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares issued | 50,000 | |||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.02250 | |||||||||||||||||||||||||||||||
Number of shares issued, value | $ | $ 1,100 | |||||||||||||||||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant measurement input | 3.81 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument, redemption, percentage | 15% | |||||||||||||||||||||||||||||||
GHS Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares issued | 64,000,000 | |||||||||||||||||||||||||||||||
Percentage of series E preferred shares | 80% | |||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.03 | $ 0.03 | $ 0.03 | |||||||||||||||||||||||||||||
Number of shares 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 | |||||||||||||||||||||||||||||||
Sale of stock consideration | 11,981,706 | 52,018,294 | ||||||||||||||||||||||||||||||
Common stock, shares sold, value | $ | $ 376,000 | $ 3,076,000 | ||||||||||||||||||||||||||||||
Equity Financing Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.02 | |||||||||||||||||||||||||||||||
Sale of stock consideration | 100,816,636 | 44,843,442 | 31,808,246 | |||||||||||||||||||||||||||||
Common stock, shares sold, value | $ | $ 845,000 | $ 459,000 | $ 566,000 | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
GHS 2023 Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Sale of stock consideration | 28,205,605 | |||||||||||||||||||||||||||||||
Common stock, shares sold, value | $ | $ 923,000 | |||||||||||||||||||||||||||||||
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 2023 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 2023 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 | |||||||||||||||||||||||||||||||
Aggregate purchase price | $ | $ 6,000,000 | |||||||||||||||||||||||||||||||
Business Agreement [Member] | Consultant [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares issued, value | $ | $ 250,000 | |||||||||||||||||||||||||||||||
Minimum [Member] | New Employees [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.010 | $ 0.010 | $ 0.010 | $ 0.010 | ||||||||||||||||||||||||||||
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant measurement input | 4.40 | 4.40 | 4.40 | |||||||||||||||||||||||||||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant measurement input | 124.8 | 124.8 | 124.8 | 113.6 | ||||||||||||||||||||||||||||
Minimum [Member] | GHS Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.04 | |||||||||||||||||||||||||||||||
Minimum [Member] | Equity Financing Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.008 | $ 0.008 | $ 0.01 | $ 0.01 | $ 0.008 | |||||||||||||||||||||||||||
Minimum [Member] | GHS 2023 Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.04 | |||||||||||||||||||||||||||||||
Maximum [Member] | New Employees [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.012 | $ 0.012 | $ 0.012 | $ 0.012 | ||||||||||||||||||||||||||||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant measurement input | 4.59 | 4.59 | 4.59 | |||||||||||||||||||||||||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant measurement input | 133.8 | 133.8 | 133.8 | 121 | ||||||||||||||||||||||||||||
Maximum [Member] | GHS Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.10 | |||||||||||||||||||||||||||||||
Maximum [Member] | Equity Financing Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.009 | $ 0.009 | $ 0.02 | $ 0.02 | $ 0.009 | |||||||||||||||||||||||||||
Maximum [Member] | GHS 2023 Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.03 | |||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Conversion of stock, shares converted | 23,989,570 | |||||||||||||||||||||||||||||||
Accretion of series E preferred shares | $ | ||||||||||||||||||||||||||||||||
Common Stock [Member] | Equity Financing Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares issued | 7,868,985 | |||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | 5,000 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | 5,000 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares converted | 3,739.63 | |||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Share Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||||||
Exchange aggregate Preferred Stock | 3,600 | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,656 | 1,656 | 1,656 | 1,670 | ||||||||||||||||||||||||||||
Number of shares issued | 10,000 | |||||||||||||||||||||||||||||||
Share price | $ / shares | $ 1,200 | |||||||||||||||||||||||||||||||
Preferred Stock conversion price per share | $ / shares | $ 0.35 | |||||||||||||||||||||||||||||||
Dividend rate per annum | 12% | |||||||||||||||||||||||||||||||
Percentage of stated value | 150% | |||||||||||||||||||||||||||||||
Number of shares issued | 940 | 170 | ||||||||||||||||||||||||||||||
Conversion of shares issued | 23,989,570 | 1,300 | ||||||||||||||||||||||||||||||
Excess stock, shares outstanding | 1,670 | |||||||||||||||||||||||||||||||
Accretion of series E preferred shares | $ | $ 27,900 | |||||||||||||||||||||||||||||||
Conversion of shares | 600 | |||||||||||||||||||||||||||||||
Preferred stock dividends in kind | $ | $ 516,000 | |||||||||||||||||||||||||||||||
Exit fee | $ | $ 108,000 | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,500 | |||||||||||||||||||||||||||||||
Number of shares issued | 156 | |||||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.38 | |||||||||||||||||||||||||||||||
Exchange of shares, description | the holder has the option to exchange (in lieu of conversion), all or some of the shares of Series E Preferred Stock then held for any securities or units issued in a subsequent financing on a $1.00 for $1.00 basis | |||||||||||||||||||||||||||||||
Share price | $ / shares | $ 1,000 | |||||||||||||||||||||||||||||||
Purchase price of warrants | $ | $ 1,500,000 | |||||||||||||||||||||||||||||||
Fair value of warrants adjustment | $ | $ 561,000 | $ 300,000 | ||||||||||||||||||||||||||||||
Warrants issue as placement agent fees | 267,429 | |||||||||||||||||||||||||||||||
Fair value of warrant issued | $ | $ 101,000 | |||||||||||||||||||||||||||||||
Fair value of warrants issued in temporary equity | $ | $ 662,000 | |||||||||||||||||||||||||||||||
Share price | $ / shares | $ 1,000 | |||||||||||||||||||||||||||||||
Number of shares issued, value | $ | $ 156,000 | |||||||||||||||||||||||||||||||
Dividend rate | 12% | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant measurement input | 1.33 | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant measurement input | 209.9 | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant measurement input | 0 | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Reedemable options percentage | 115% | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Reedemable options percentage | 125% | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Maximum [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant to purchase shares | 1,500,000 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Conversion of stock, shares converted | 14,458,127 | |||||||||||||||||||||||||||||||
Series F Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Temporary equity, shares authorized | 750,000 | 750,000 | 750,000 | 750,000 | ||||||||||||||||||||||||||||
Temporary equity, shares outstanding | 750,000 | 750,000 | 750,000 | 750,000 | ||||||||||||||||||||||||||||
Preferred Stock conversion price per share | $ / shares | $ 0.35 | $ 0.35 | $ 0.35 | |||||||||||||||||||||||||||||
Temporary equity, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||
Series F Redeemable Convertible Preferred Stock [Member] | 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 | |||||||||||||||||||||||||||||
Series G Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Temporary equity, shares authorized | 100 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | ||||||||||||||||||||||||||
Temporary equity, shares outstanding | 145 | 145 | 145 | 0 | ||||||||||||||||||||||||||||
Number of shares issued | 200 | 110 | ||||||||||||||||||||||||||||||
Share price | $ / shares | $ 1,000 | |||||||||||||||||||||||||||||||
Preferred Stock conversion price per share | $ / shares | $ 0.008 | $ 0.008 | $ 0.008 | |||||||||||||||||||||||||||||
Share price | $ / shares | $ 1,000 | |||||||||||||||||||||||||||||||
Number of shares issued, value | $ | $ 110,000 | $ 110,000 | ||||||||||||||||||||||||||||||
Temporary equity, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
Temporary equity, stated value | $ | $ 240,000 | $ 120,000 | $ 1,200 | |||||||||||||||||||||||||||||
Temporary equity, dividend rate | 8% | 8% | ||||||||||||||||||||||||||||||
Sale of shares additional | 35 | |||||||||||||||||||||||||||||||
Purchase of shares | 400 | |||||||||||||||||||||||||||||||
Legal and commission fees | $ | 3,000 | 13,000 | ||||||||||||||||||||||||||||||
Redemption discount | $ | 40,000 | 23,000 | $ 77,000 | |||||||||||||||||||||||||||||
Received initial tranche | $ | $ 100,000 | |||||||||||||||||||||||||||||||
Accretion for preferred stock | $ | $ 38,000 | $ 38,000 | $ 38,000 | |||||||||||||||||||||||||||||
Series G Redeemable Convertible Preferred Stock [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares issued, value | $ | 200,000 | |||||||||||||||||||||||||||||||
Cash | $ | $ 180,000 | |||||||||||||||||||||||||||||||
Series G Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Temporary equity, shares authorized | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||||||||
Temporary equity, shares outstanding | 445 | 445 | 445 |
OPTIONS AND WARRANTS (Details N
OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Change in fair value of warrant liability | $ (331,000) | $ (3,568,000) |
Common Stock [Member] | Black-Schole Model [Member] | ||
Share price | $ 0.011 | $ 0.05 |
Minimum [Member] | ||
Warrant remaining term | 3 years | |
Maximum [Member] | ||
Warrant remaining term | 3 years 8 months 19 days | |
Warrant [Member] | ||
Average strike price | $ 0.47 | |
Warrant outstanding | 18,573,116 | 18,573,116 |
Warrant liability | $ 24,000 | $ 355,000 |
Change in fair value of warrant liability | $ 331,000 | $ 3,568,000 |
Risk-free interest rate, Minimum | 4.40% | |
Risk free interest rate, Maximum | 4.59% | |
Expected volatility rate, Minimum | 124.80% | |
Expected volatility rate, Maximum | 133.80% | |
Expected dividend rate | 0% | 0% |
Risk-free interest rate | 3.81% | |
Expected volatility rate | 121% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |||||||||
Jul. 17, 2023 | Aug. 10, 2022 | May 11, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | May 21, 2023 | Nov. 04, 2022 | Aug. 10, 2021 | Jan. 01, 2016 | |
Related Party Transaction [Line Items] | ||||||||||
Debt interest rate | 12% | 2% | ||||||||
Proceeds from related party debt | $ 140,000 | $ 250,000 | ||||||||
Interest rate | 8% | |||||||||
Accrued Interest payable | $ 146,000 | 146,000 | ||||||||
Current liability | 54,647 | 54,647 | ||||||||
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% | |||||||||
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] | Promissory Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from related party debt | $ 300,000 | |||||||||
Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from related party debt | $ 140,000 | |||||||||
Debt interest rate | 10% | |||||||||
Interest payable, current | 254,593 | 219,542 | ||||||||
Notes payable related party | 290,000 | |||||||||
Notes payable, related parties, current | 880,412 | 740,412 | ||||||||
Current liability | $ 150,000 | |||||||||
Related Party [Member] | President [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes payable related party | 486,500 | |||||||||
Notes payable, related parties, current | 356,404 | 356,404 | ||||||||
Related Party [Member] | Promissory Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest expense | 28,000 | |||||||||
Related Party [Member] | Loan Agreement [Member] | Promissory Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest payable, current | $ 50,000 | $ 22,000 | ||||||||
Five Related Parties [Member] | Loan Agreement [Member] | Promissory Notes [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt interest rate | 10% | |||||||||
Proceeds from related party debt | $ 250,000 | |||||||||
Debt instrumrnt face amount | $ 50,000 |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (Details) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21% | 21% |
State taxes, net of federal benefit | ||
Permanent differences | 0.90% | 4.60% |
Valuation allowance | (21.90%) | (25.60%) |
Effective rate | 0% | 0% |
SCHEDULE OF DEFERRED TAX ASSET
SCHEDULE OF DEFERRED TAX ASSET (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 17,600,000 | $ 8,900,000 |
Other | 1,206,000 | (279,000) |
Total deferred tax asset | 18,806,000 | 8,621,000 |
Valuation allowance | (18,806,000) | (8,621,000) |
Total |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 83,800,000 | |
Operating loss carryforwards, limitations on use | The carry forwards beginning in tax years 2018 are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income | |
Operating loss carry forwards | $ 282,000 | |
Change in net deferred tax asset and valuation allowance | $ 10,185,000 | $ 2,949,000 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) | Mar. 31, 2024 | Jan. 01, 2024 | Sep. 08, 2021 | Aug. 01, 2021 |
Leases [Abstract] | ||||
2025 | $ 28,496 | |||
2026 | 30,043 | |||
2027 | 31,590 | |||
Total future minimum lease payments | 90,129 | |||
Less: imputed interest | 18,244 | |||
Total | $ 71,885 | $ 61,000 | $ 17,000 | $ 316,000 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2024 | Dec. 20, 2023 | Sep. 08, 2021 | Aug. 01, 2021 | Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 19, 2023 | Jun. 02, 2021 | |
Monthly lease payment | $ 300 | $ 7,000 | $ 1,727 | |||||||
Lease termination date | Oct. 31, 2025 | Oct. 31, 2025 | ||||||||
Deposit | $ 52,362 | |||||||||
Security deposit | $ 2,063 | $ 17,454 | ||||||||
Lease right-of-use asset | $ 61,000 | 17,000 | $ 316,000 | $ 204,243 | $ 73,449 | $ 204,243 | ||||
Lease liability values | $ 61,000 | $ 17,000 | $ 316,000 | 71,885 | ||||||
Borrowing rate | 14.50% | 5.75% | 5.75% | |||||||
Gain on lease termination | $ 32,375 | |||||||||
Operating lease description | The monthly rates are $2,063 for April 1, 2024 through March 31, 2025, $2,192 for the second year of April 1, 2025 through March 31, 2026 and $2,320 for the final year | |||||||||
TEXAS | ||||||||||
Lease right-of-use asset | $ 153,000 | |||||||||
Lease liability values | 175,000 | |||||||||
Gain on lease termination | $ 22,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Oct. 24, 2022 | Nov. 15, 2021 | May 04, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2022 | Jul. 20, 2023 | |
Shares issued during settlement | 93,000,000 | ||||||
Fair value issued out of stock payable | $ 29,388,000 | $ 9,415,950 | |||||
Common share value | $ 0.316 | ||||||
Stock payable | 28,494,706 | ||||||
Professional fees | $ 1,394,366 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, per share | 0.0001 | 0.0001 | |||||
Series A Convertible Preferred Stock [Member] | |||||||
Preferred stock, per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Series F Redeemable Convertible Preferred Stock [Member] | |||||||
Preferred stock, per share | 0.0001 | ||||||
Series E Redeemable Convertible Preferred Stock [Member] | |||||||
Preferred stock, per share | $ 0.0001 | ||||||
Merger Agreement [Member] | |||||||
Business consideration description | (i) 5,000,000 Yotta Shares if the Surviving Corporation has at least $15,000,000 in revenue during the fiscal year ended March 31, 2024 and (ii) 5,000,000 Yotta Shares if the Surviving Corporation has at least $30,000,000 in revenue during the fiscal year ended March 31, 2025 (collectively, the “Contingent Merger Consideration Shares”) | ||||||
Common Stock [Member] | Merger Agreement [Member] | |||||||
Shares new issue | 17,500,000 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Gary Shover [Member] | Common Stock [Member] | |||||||
Fair value issued out of stock payable | $ 272,743 | $ 19,445,284 | |||||
Shares new issue | 863,110 | 61,558,203 | |||||
Merger Agreement [Member] | |||||||
Net tangible assets | $ 5,000,001 | ||||||
Breakup fee | $ 3,000,000 | ||||||
April 1, 2015 [Member] | |||||||
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 | ||||||
April 1, 2015 [Member] | Mr Easterling [Member] | |||||||
Annual salary | $ 180,000 | ||||||
April 1, 2015 [Member] | Employment Agreement [Member] | |||||||
Annual salary | $ 96,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||
Jul. 10, 2024 | Jul. 03, 2024 | Jun. 12, 2024 | Apr. 23, 2024 | Apr. 03, 2024 | Apr. 01, 2024 | Feb. 23, 2024 | Jan. 24, 2024 | Dec. 19, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 14, 2023 | Dec. 01, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | |||||||||||||||||
Shares issued, value | $ 3,169,000 | ||||||||||||||||
Received initial tranche | $ 1,465,000 | ||||||||||||||||
Series G Redeemable Convertible Preferred Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Share price per share | $ 1,000 | ||||||||||||||||
Market value price per share | $ 1,000 | ||||||||||||||||
Received initial tranche | $ 100,000 | ||||||||||||||||
Temporary equity, shares authorized | 100 | 10,000 | 10,000 | 10,000 | 10,000 | ||||||||||||
Temporary equity, stated value | $ 240,000 | $ 120,000 | $ 1,200 | ||||||||||||||
Redemption discount | $ 40,000 | $ 23,000 | $ 77,000 | ||||||||||||||
Maximum [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Debt instrumrnt face amount | $ 272,000 | ||||||||||||||||
Subsequent Event [Member] | Series G Redeemable Convertible Preferred Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Received initial tranche | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||||
Temporary equity, shares authorized | 100 | 100 | 100 | ||||||||||||||
Temporary equity, stated value | $ 120,000 | $ 120,000 | $ 120,000 | ||||||||||||||
Redemption discount | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||||
Subsequent Event [Member] | New Promissory Note [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Debt instrumrnt face amount | $ 90,000 | $ 92,700 | |||||||||||||||
Debt instrument, remaining value | $ 90,000 | $ 221,018 | |||||||||||||||
Debt conversion shares issued | 10,000,000 | 10,000,000 | |||||||||||||||
Debt conversion shares issued, value | $ 90,000 | $ 100,000 | |||||||||||||||
Market value price per share | $ 0.009 | $ 0.010 | |||||||||||||||
Financing expense | $ 7,300 | ||||||||||||||||
Equity Financing Agreement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Shares issued | 100,816,636 | 44,843,442 | 31,808,246 | ||||||||||||||
Market value price per share | $ 0.02 | ||||||||||||||||
Equity Financing Agreement [Member] | Minimum [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Market value price per share | $ 0.008 | $ 0.01 | $ 0.008 | ||||||||||||||
Equity Financing Agreement [Member] | Maximum [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Market value price per share | $ 0.009 | $ 0.02 | $ 0.009 | ||||||||||||||
Equity Financing Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Shares issued | 72,852,004 | ||||||||||||||||
Shares issued, value | $ 528,000 | ||||||||||||||||
Equity Financing Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Share price per share | $ 0.007 | ||||||||||||||||
Equity Financing Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Share price per share | $ 0.008 |