Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Aug. 13, 2020 | Sep. 30, 2019 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2020 | ||
Entity Registrant Name | ALKALINE WATER Co INC | ||
Entity Central Index Key | 0001532390 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 64,325,115 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 63,626,402.49 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Trading Symbol | WTER | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Current assets | ||
Cash | $ 4,561,682 | $ 11,032,451 |
Accounts receivable | 4,917,081 | 3,068,181 |
Inventory | 2,919,860 | 2,058,012 |
Prepaid expenses | 1,697,199 | 378,699 |
Operating lease right-of-use asset | 87,393 | |
Total current assets | 14,183,215 | 16,537,343 |
Fixed assets - net | 1,422,581 | 1,945,265 |
Total assets | 15,605,796 | 18,482,608 |
Current liabilities | ||
Accounts payable | 5,406,541 | 2,898,958 |
Accrued expenses | 1,186,516 | 1,095,458 |
Revolving financing | 7,291,217 | 3,131,279 |
Operating lease liability | 99,389 | |
Total current liabilities | 13,983,663 | 7,125,695 |
Stockholders' equity | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized, 3,400,000 Series D issued and outstanding on March 31, 2020 and 1,500,000 Series C and 3,800,000 Series D issued and outstanding at March 31, 2019 | 3,400 | 5,300 |
Common stock, Class A - $0.001 par value, 200,000,000 shares authorized 45,585,592 and 39,573,512 shares issued and outstanding at March 31, 2020 and March 31, 2019, respectively | 45,585 | 39,573 |
Additional paid in capital | 54,094,848 | 50,006,919 |
Stock Payable | 1,000,000 | |
Accumulated deficit | (53,521,700) | (38,694,879) |
Total stockholders' equity | 1,622,133 | 11,356,913 |
Total liabilities and stockholders' equity | $ 15,605,796 | $ 18,482,608 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 12, 2019 | Nov. 02, 2017 | May 03, 2017 | Mar. 30, 2016 | Oct. 07, 2013 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 2.50 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Common stock, shares, issued | 45,585,592 | 39,573,512 | |||||
Common stock, shares, outstanding | 45,585,592 | 39,573,512 | |||||
Series C Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 3,000,000 | ||||||
Preferred stock, shares issued | 1,500,000 | ||||||
Preferred stock, shares outstanding | 1,500,000 | ||||||
Series D Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 5,000,000 | 3,000,000 | |||||
Preferred stock, shares issued | 3,400,000 | 3,800,000 | |||||
Preferred stock, shares outstanding | 3,400,000 | 3,800,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Operations [Abstract] | ||
Revenue | $ 41,142,443 | $ 32,199,528 |
Cost of Goods Sold | 24,302,874 | 19,252,768 |
Gross Profit | 16,839,569 | 12,946,760 |
Operating expenses | ||
Sales and marketing expenses | 19,067,642 | 13,009,384 |
General and administrative | 11,138,749 | 7,420,078 |
Depreciation | 1,011,241 | 580,669 |
Total operating expenses | 31,217,632 | 21,010,131 |
Total operating loss | (14,378,063) | (8,063,371) |
Other income (expense) | ||
Interest expense | (448,758) | (554,482) |
Change in derivative liability | 288 | |
Total other (expense) | (448,758) | (554,194) |
Net loss | $ (14,826,821) | $ (8,617,565) |
LOSS PER SHARE (Basic and Diluted) | $ (0.34) | $ (0.27) |
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and Diluted) | 43,016,474 | 31,932,168 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Mar. 31, 2018 | $ 5,300 | $ 25,990 | $ 30,506,265 | $ (30,077,314) | $ 460,241 | |
Beginning balance (in shares) at Mar. 31, 2018 | 5,300,000 | 25,991,346 | ||||
Shares issued in connection with offerings | $ 11,352 | 17,227,077 | 17,238,429 | |||
Shares issued in connection with offerings (Shares) | 11,351,612 | |||||
Warrant exercises | $ 2,091 | 1,880,257 | 1,882,348 | |||
Warrant exercises (in shares) | 2,091,497 | |||||
Stock Options issued to employees | 393,460 | $ 393,460 | ||||
Stock Option exercises | $ 140 | (140) | ||||
Stock option exercise (in shares) | 139,057 | 161,100 | ||||
Net (loss) | (8,617,565) | $ (8,617,565) | ||||
Ending balance at Mar. 31, 2019 | $ 5,300 | $ 39,573 | 50,006,919 | (38,694,879) | 11,356,913 | |
Ending balance (in shares) at Mar. 31, 2019 | 5,300,000 | 39,573,512 | ||||
Preferred Stock Conversion | $ (1,900) | $ 1,900 | ||||
Preferred Stock Conversion (in shares) | (1,900,000) | 1,900,000 | ||||
Warrant exercises | $ 3,974 | 2,496,512 | 2,500,486 | |||
Warrant exercises (in shares) | 3,974,000 | |||||
Stock Options issued to employees | 1,591,555 | $ 1,591,555 | ||||
Stock Option exercises | $ 138 | (138) | ||||
Stock option exercise (in shares) | 138,080 | 239,000 | ||||
Stock Payable | $ 1,000,000 | $ 1,000,000 | ||||
Net (loss) | (14,826,821) | (14,826,821) | ||||
Ending balance at Mar. 31, 2020 | $ 3,400 | $ 45,585 | $ 54,094,848 | $ 1,000,000 | $ (53,521,700) | $ 1,622,133 |
Ending balance (in shares) at Mar. 31, 2020 | 3,400,000 | 45,585,592 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (14,826,821) | $ (8,617,565) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 1,011,241 | 580,669 |
Stock compensation expense | 1,591,555 | 393,460 |
Right-of-use asset | 11,996 | |
Change in derivative liabilities | (288) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,848,900) | (469,086) |
Inventory | (861,848) | (1,055,992) |
Prepaid expenses and other current assets | (1,318,500) | (82,228) |
Accounts payable | 2,507,583 | 845,970 |
Accrued expenses | 91,058 | 276,447 |
NET CASH USED IN OPERATING ACTIVITIES | (13,642,636) | (8,128,613) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (488,557) | (1,356,299) |
CASH USED IN INVESTING ACTIVITIES | (488,557) | (1,356,299) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from revolving financing | 4,159,938 | 539,264 |
Proceeds from sale of common stock, net | 17,238,429 | |
Proceeds from stock payable | 1,000,000 | |
Proceeds for the exercise of warrants, net | 2,500,486 | 1,882,348 |
Repayment of notes payable | (131,583) | |
CASH PROVIDED BY FINANCING ACTIVITIES | 7,660,424 | 19,528,458 |
NET CHANGE IN CASH | (6,470,769) | 10,043,546 |
CASH AT BEGINNING OF PERIOD | 11,032,451 | 988,905 |
CASH AT END OF PERIOD | 4,561,682 | 11,032,451 |
INTEREST PAID | 350,327 | 430,614 |
TAXES PAID | 0 | $ 0 |
SUPPLEMENTAL DISCLOSURE of NON-CASH INVESTING and FINANCING ACTIVITIES: | ||
OPERATING LEASE RIGHT OF USE ASSET | 165,699 | |
OPERATING LEASE LIABILITY | $ 185,510 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block] | NOTE 1 -NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business The Company offers retail consumers bottled alkaline water in 500-milliliter, 700-milliliter, 1-liter, 1.5 -liter, 3-liter and 1-gallon sizes, all of which is produced through an electrolysis process that uses specialized electronic cells coated with a variety of rare earth minerals to produce 8.8 pH drinking water without the use of any manmade chemicals. In addition to its bottled alkaline water, the Company also offers retail consumers flavor infused bottled water in the 500-milliliter size in seven flavors: Raspberry, Watermelon, Lemon, Lemon Lime, Peach Mango, Blood Orange, and Cucumber Mint. The Company recently introduced and began selling hemp-derived CBD topical and ingestible products under the brand name “A88CBD™”. Our hemp-derived CBD products are produced and sold in compliance with the Agriculture Improvement Act of 2018 (also known as the 2018 Farm Bill, Public Law 115-334). Basis of presentation The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. Principles of consolidation The consolidated financial statements include the accounts of The Alkaline Water Company Inc. (a Nevada Corporation) and its five wholly owned subsidiaries: A88 Infused Beverage Division Inc. (a Nevada Corporation), A88 International, Inc. (a Nevada Corporation), A88 Infused Products Inc. (a Nevada Corporation), AWC Acquisition Company Inc. (a Nevada corporation), and Alkaline 88, LLC (an Arizona Limited Liability Company). All significant intercompany balances and transactions have been eliminated. The Alkaline Water Company Inc., A88 Infused Beverage Division, Inc., A88 Infused Products Inc., A88 International, Inc., AWC Acquisition Company Inc., and Alkaline 88, LLC will be collectively referred herein to as the "Company". Any reference herein to "The Alkaline Water Company Inc.", the "Company", "we", "our" or "us" is intended to mean The Alkaline Water Company Inc., including the subsidiaries indicated above, unless otherwise indicated. Use of Estimates The preparation of 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 significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less to be considered cash equivalents. The carrying value of these investments approximates fair value. As of the balance sheet date and periodically throughout the period, the Company has maintained balances in various operating accounts in excess of federally insured limits. In addition, the Company has maintained balances in its attorney’s client trust account in both C$ and US$. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. The Company had $4,561,682 and $11,032,451 in cash at March 31, 2020 and March 31, 2019, respectively. Accounts Receivable and Allowance for Doubtful Accounts The Company generally does not require collateral, and the majority of its trade receivables are unsecured. The carrying amount for accounts receivable approximates fair value. Accounts receivable consisted of the following as of March 31, 2020 and 2019: 2020 2019 Trade receivables, net $ 4,957,081 $ 3,108,181 Less: Allowance for doubtful accounts (40,000 ) (40,000 ) Net accounts receivable $ 4,917,081 $ 3,068,181 Accounts receivable are periodically evaluated for collectability based on past credit history with clients. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions. The accounts receivable balance is pledged as collateral for the Company's revolving financing as disclosed in Note 4. Inventory Inventory represents raw materials and finished goods valued at the lower of cost or market with cost determined using the weight average method which approximates first-in first-out method, and with market defined as the lower of replacement cost or realizable value. The inventory balance is pledged as collateral for the Company's revolving financing as disclosed in Note 4. As of March 31, 2020 and 2019, inventory consisted of the following: 2020 2019 Raw materials $ 1,788,868 $ 1,066,105 Finished goods 1,130,992 991,907 Total inventory $ 2,919,860 $ 2,058,012 Property and Equipment The Company records all property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line (half-life convention) method over the estimated useful life of the assets or the lease term, whichever is shorter. The Company originally estimated the useful life of water production equipment as 5 years. During the year ended March 31, 2019, the company reevaluated the useful life of its water production equipment as the machinery began to wear out sooner than originally expected over a 3-year period due to an increase in revenue. The Company recorded this change and recorded the adjusted depreciation in the year ended March 31, 2019; the effect of which was not material. Stock-Based Compensation The Company accounts for stock-based compensation is in accordance with Accounting Standards Codification ("ASC") 718. Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants and the closing price of the Company's common stock for common share issuances. Advertising Advertising costs are charged to operations when incurred. Advertising expenses for the years ended March 31, 2020 and 2019 were $303,346 and $374,500 respectively Revenue Recognition We recognize revenue when our performance obligations are satisfied. Our primary performance obligation (the distribution and sale of beverage products) is satisfied upon the delivery of products to our customers, which is also when control is transferred. The Company does not accept returns due to the nature of the product. However, the Company will provide credit to our customers for damaged goods. The Company provides credit to its customers which typically requires payment within 30 days. As an incentive to pay early the Company also typically provides a 2% discount if the customer pays within 10 days. The Company estimates the amount of the discount that the customer is likely to take and records it as reduction in revenue. The amounts are not considered material. After evaluating the revenue disclosure requirements, the Company does not believe that it needs to disaggregate revenues. Revenue consists of the gross sales price, less variable consideration, including estimated allowances for which provisions are made at the time of sale, and less certain other discounts and allowances. Shipping and handling charges that are billed to customers are included as a component of revenue. Costs incurred by the Company for shipping and handling charges are included in selling expenses and amounted to $5,799,766 and $5,393,253 for the years ended March 31, 2020 and 2019, respectively. Concentration Risks We have 2 major customers that together account for 36% (22% and 14%, respectively) of accounts receivable at March 31, 2020, and 2 customers that together account for 40% (24% and 16%, respectively) of the total revenues earned for the year ended March 31, 2020. The Company has 3 vendors that accounted for 52% (21%, 20%, and 11% respectively) of purchases for the year ended March 31, 2020. Income Taxes In accordance with ASC 740 "Accounting for Income Taxes", the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Basic and Diluted Loss Per Share Basic and diluted earnings or loss per share ("EPS") amounts in the consolidated financial statements are computed in accordance ASC 260- 10 "Earnings per Share", which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares 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 common shares outstanding (denominator) during the period. Potentially dilutive securities were excluded from the calculation of diluted loss per share, because their effect would be anti-dilutive. For the year ended March 31, 2020 and 2019, respectively, the Company had no shares relating to options and 1,236,510 shares relating to options, no shares relating to warrants and 3,190,479 shares relating to warrants and no shares relating to convertible preferred shares and 1,500,000 convertible preferred shares that were not included in the diluted earnings per share calculation because they were antidilutive. Business Segments The Company operates on one segment in one geographic location - the United States of America and; therefore, segment information is not presented. Fair Value of Financial Instruments The carrying amounts of the company's financial instruments including accounts payable, accrued expenses, and notes payable approximate fair value due to the relative short period for maturity these instruments. The company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the company. Unobservable inputs are inputs that reflect the company's assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on reliability of the inputs as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of March 31, 2020 and 2019, the company did not have any financial instruments that are measured on a recurring basis as Level 1, 2 or 3. Reclassification Certain accounts in the prior period were reclassified to conform to the current period financial statements presentation. Recent Accounting Pronouncements Recently Adopted Standards The Company adopted ASC 842 on April 1, 2019 which requires lessees to recognize right-of-use ("ROU") asset and lease liability for all leases. The Company elected the package of transition practical expedients for existing contracts, which allowed us to carry forward our historical assessments of whether contracts are or contain leases, lease classification and determination of initial direct costs. The adoption resulted in a lease liability of approximately $185,510 and a right of use asset of approximately $165,699. The Company’s undiscounted minimum lease commitments under its operating leases are disclosed in Note 8. The Company adopted ASU 2018-07, “Improvements to Nonemployee Share-Base Payment Accounting” on April 1, 2019. The Company did not issue any of its shares to nonemployees in exchange for goods or services during the year ended March 31, 2020. Standards Required to be Adopted in Future Years. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Codification Improvements to Topic 326, Financial Instruments - Credit Losses. The Company has evaluated other recent accounting pronouncements through June 2020 and believes that none of them will have a material effect on our consolidated financial statements. |
CASH FLOWS
CASH FLOWS | 12 Months Ended |
Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
CASH FLOWS [Text Blcok] | NOTE 2 – CASH FLOWS The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities, developing its business plan and building its initial customer and distribution base for its products. As a result, the Company incurred accumulated net losses from Inception (June 19, 2012) through the period ended March 31, 2020 of ($53,521,700). In addition, the Company's development activities since inception have been financially sustained through debt and equity financing. We have not yet established an ongoing source of revenues sufficient to cover our operating costs, however, as a result of the $5,899,998 raised in our two private placements in April and May, 2020, expected warrant exercises including $258,899 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT [Text Block] | NOTE 3 - PROPERTY AND EQUIPMENT Fixed assets consisted of the following at: March 31, 2020 March 31, 2019 Machinery and Equipment $ 4,249,398 $ 3,764,533 Office Equipment 32,992 29,000 Less: Accumulated Depreciation (2,859,809 ) (1,848,568 ) Fixed Assets, net $ 1,422,581 $ 1,945,265 Depreciation expense for the years ended March 31, 2020 and 2019 was $1,011,241 and $580,669, respectively. |
REVOLVING FINANCING
REVOLVING FINANCING | 12 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
REVOLVING FINANCING [Text Block] | NOTE 4 - REVOLVING FINANCING On February 1, 2017, we entered into a credit and security agreement (the "Credit Agreement") with SCM Specialty Finance Opportunities Fund, L.P. ("SCM" or "Lender"), which subsequently changed its name to CNH Finance Fund I, L.P. The Credit Agreement provides our company with a revolving credit facility (the "Revolving Facility"), the proceeds of which are to be used to repay existing indebtedness of our company, transaction fees incurred in connection with the Credit Agreement and for the working capital needs of our company. Under the terms of the Credit Agreement, SCM has agreed to make cash advances to our company in an aggregate principal at any one time outstanding not to exceed the lesser of (i) $7 million (the "Revolving Loan Commitment Amount") and (ii) the Borrowing Base (defined to mean, as of any date of determination, 85% of net eligible billed receivables plus 65% of eligible unbilled receivables, minus certain reserves). The Credit Agreement expires on July 1, 2022, unless earlier terminated by the parties in accordance with the terms of the Credit Agreement. The principal amount of the Revolving Facility outstanding bears interest at a rate per annum equal to (i) a fluctuating interest rate per annum equal at all times to the rate of interest announced, from time to time, within Wells Fargo Bank at its principal office in San Francisco as its "prime rate," plus (ii) 3.25%, payable monthly in arrears. The interest rate as of March 31, 2020 was 7.0% To secure the payment and performance of the obligations under the Credit Agreement, we granted to SCM a continuing security interest in all of our assets and agreed to a lockbox account arrangement in respect of certain eligible receivables. The Company agreed to pay to SCM monthly an unused line fee in amount equal to 0.083% per month of the difference derived by subtracting (i) the average daily outstanding balance under the Revolving Facility during the preceding month, from (ii) the Revolving Loan Commitment Amount. The unused line fee will be payable monthly in arrears. We also agreed to pay SCM as additional interest a monthly collateral management fee equal to 0.35% per month calculated on the basis of the average daily balance under the Revolving Facility outstanding during the preceding month. The collateral management fee will be payable monthly in arrears. Upon a termination of the Revolving Facility, we agreed to pay SCM a termination fee in an amount equal to 1% of the Revolving Loan Commitment Amount if the termination occurs before July 1, 2022. We must also pay certain fees in the event that receivables are not properly deposited in the appropriate lockbox account. The interest rate will be increased by 5% in the event of a default under the Credit Agreement. Events of default under the Credit Agreement, some of which are subject to certain cure periods, include a failure to pay obligations when due, the making of a material misrepresentation to SCM, the rendering of certain judgments or decrees against our company and the commencement of a proceeding for the appointment of a receiver, trustee, liquidator or conservator or filing of a petition seeking reorganization or liquidation or similar relief. The Credit Agreement contains customary representations and warranties and various affirmative and negative covenants including the right of first refusal to provide financing for our company and the financial and loan covenants, such as the loan turnover rate, minimum EBTDA, fixed charge coverage ratio and minimum liquidity requirements. The Company received a waiver of its loan turnover rate covenant, which was not met, from its Lender to ensure it remained in compliance as of March 31, 2020. In March, 2020, the Lender agreed to provide the Company a $400,000 Temporary Over Advance ("TOA") under the Credit Facility Agreement. The TOA is to be repaid as follows: (i) the Company shall make five (5) weekly principal payments on the TOA 2 each in the amount of $20,000 commencing on May 18, 2020 and on the first Business Day of each calendar week thereafter through and including June 15, 2020, (ii) the Company shall make ten (10) weekly principal payments on the TOA, each in the amount of $30,000, commencing on June 22, 2020 and on the first Business Day of each calendar week thereafter through and including August 24, 2020 and (iii) repay the remaining principal balance on the TOA, if any, in full on or prior to August 24, 2020. As of March 31, 2020, the balance of the TOA was $400,000. In March, 2020, David Guarino, the Company's Chief Financial Officer, entered into a Guarantee Agreement (the "Guarantee") with the Lender in order for the Lender to agree to provide the Company the $400,000 TOA under the Credit Agreement. Under the Guarantee, Mr. Guarino personally, absolutely, and unconditionally, jointly and severally, guaranteed the prompt, complete and full payment of the Company's obligations to repay the TOA only, under the Credit Agreement, with the Lender. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY [Text Block] | NOTE 5 - STOCKHOLDERS' EQUITY Preferred Shares On October 7, 2013, the Company amended its articles of incorporation to create 100,000,000 shares of preferred stock by filing a Certificate of Amendment to Articles of Incorporation with the Secretary of State of Nevada. The preferred stock may be divided into and issued in series, with such designations, rights, qualifications, preferences, limitations and terms as fixed and determined by our board of directors. Grant of Series C Convertible Preferred Stock On March 30, 2016, the Company designated 3,000,000 shares of the authorized and unissued preferred stock of our company as "Series C Preferred Stock" by filing a Certificate of Designation with the Secretary of State of the State of Nevada. Each share of the Series C Preferred Stock will be convertible, without the payment of any additional consideration by the holder and at the option of the holder, into one fully paid and non-assessable share of our common stock at any time after (i) the Company achieves consolidated revenue equal to or greater than $15,000,000 in any 12 month period, ending on the last day of any quarterly period of our fiscal year; or (ii) a Negotiated Trigger Event, defined as an event upon which the Series C Preferred Stock will be convertible as may be agreed by our company and the holder in writing from time to time. Effective as of January 13, 2020, the Company issued 1,500,000 shares of its restricted common stock to Richard A. Wright, the Company's president, chief executive officer, and director, upon conversion of his 1,500,000 shares of Series C Preferred Stock. These shares are subject to the resale restrictions under applicable securities laws and the Company's insider trading policy. At Grant of Series D Convertible Preferred Stock On May 3, 2017, the Company designated 3,000,000 shares of the authorized and unissued preferred stock of our company as "Series D Preferred Stock" by filing a Certificate of Designation with the Secretary of State of the State of Nevada. On November 2, 2017, we increased the number of authorized shares of Series D Preferred Stock in our company to 5,000,000 shares by filing an Amendment to the foregoing Certificate of Designation with the Secretary of State of the State of Nevada. Each share of the Series D Preferred Stock will be convertible, without the payment of any additional consideration by the holder and at the option of the holder, into one fully paid and non-assessable share of our common stock at any time after (i) we achieve the consolidated revenue of our company and all of its subsidiaries equal to or greater than $40,000,000 in any 12 month period, ending on the last day of any quarterly period of our fiscal year; or (ii) a Negotiated Trigger Event, defined as an event upon which the Series D Preferred Stock will be convertible as may be agreed by our company and the holder in writing from time to time. In May, 2017, the Company issued a total of 3,000,000 shares of our Series D Preferred Stock to our directors, officers, consultants and employees. In November, 2017, the Company issued an additional 800,000 shares of our Series D Preferred Stock as follows: (a) 300,000 shares to Steve Nickolas pursuant to the Settlement Agreement detailed below; and (b) 500,000 shares to Richard A. Wright pursuant to the Exchange Agreement and stock option forfeitures detailed below. In January, 2020, we issued 400,000 shares of our common stock upon conversion of an aggregate of 400,000 shares of our Series D Preferred Stock without the payment of any additional consideration. At Common Stock On March 12, 2019, the Company closed an underwritten public offering of 4,600,000 shares of our common stock. The shares were issued at a purchase price of $2.50 per share, for net proceeds of $10,450,900. On March 18, 2020, the Company received $1 million of the $3.9 million private placement that the Company completed on April 17, 2020 (see Note 11). Since the private placement was not completed by March 31, 22020, the Company had $1 million in stock payable on March 31, 2020. Common Stock Issued for Services In the year ended March 31, 2020 and March 31, 2019, the Company did not issue any common stock for services. However, the Company accrued $81,117 and $84,583 in the year ended March 31, 2020 and March 31, 2019, respectively under an agreement that obligates the Company to issue 276,167 shares consultants for services rendered of which approximately 247,167 shares were earned in the year ended March 31, 2020 and approximately 29,000 shares were earned in the year ended March 31, 2019. |
OPTIONS AND WARRANTS
OPTIONS AND WARRANTS | 12 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
OPTIONS AND WARRANTS [Text Block] | NOTE 6 - OPTIONS AND WARRANTS Stock Option Awards Effective October 7, 2013, our board of directors adopted and approved our 2013 equity incentive plan. The plan was approved by a majority of our stockholders on October 7, 2013. On October 31, 2014, our board of directors amended our 2013 equity incentive plan to, among other things, increase the number of shares of stock of our company available for the grant of awards under the plan from 20,000,000 shares to 35,000,000 shares. The purpose of the plan is to (a) enable our company and any of our affiliates to attract and retain the types of employees, consultants and directors who will contribute to our company's long range success; (b) provide incentives that align the interests of employees, consultants and directors with those of the stockholders of our company; and (c) promote the success of our company's business. Effective as of December 30, 2015, we effected a 50-for-1 reverse stock split of our authorized and issued and outstanding shares of common stock which decreased the number of shares of stock of our company available for the grant of awards under the plan from 35,000,000 shares to 700,000 shares. Effective as of January 20, 2016, our board of directors amended the plan to increase the number of shares of stock of our company available for the grant of awards under the plan from 700,000 to 7,700,000. The plan enabled us to grant awards of a maximum of 7,700,000 shares of our stock and awards that may be granted under the plan included incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards and performance compensation awards. On April 25, 2018, our board of directors adopted the 2018 Stock Option Plan, pursuant to which we may grant stock options to acquire up to a total of 5,171,612 shares of our common stock, including any other shares of our common stock which may be issued pursuant to any other stock options granted by our company outside the plan. We adopted the plan in connection with our prior application to list our common stock on the TSX Venture Exchange. The purpose of the plan is to retain the services of valued key employees and consultants of our company and such other persons as our board of directors selects, and to encourage such persons to acquire a greater proprietary interest in our company, thereby strengthening their incentive to achieve the objectives of our stockholders, and to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive to consultants and other persons selected by our board of directors. Effective February 28, 2020 our board of directors adopted and approved our 2020 equity incentive plan, pursuant to which we may grant stock options to acquire up to a maximum of 9,000,000 shares of our common stock and non-stock option awards to acquire up to a maximum of 1,650,000 shares of our common stock. The plan was approved by a majority of our stockholders on March 30, 2020. The purpose of our 2020 equity incentive plan is to: (i) enable our company and any affiliate of our company to attract and retain the types of employees, consultants, directors and such other persons as the plan administrator may select who will contribute to our company's long range success; (ii) provide incentives that align the interests of employees, consultants, directors and such other persons as the plan administrator may select with those of our company's stockholders; and (iii) promote the success of our company's business. Under the plan, either stock options or non-stock option awards may be granted. Non-stock option awards mean a right granted to an award recipient under the plan, which may include the grant of stock appreciation rights, restricted awards, performance compensation awards or other equity-based awards. Effective April 28, 2017, we granted a total of 1,790,000 stock options to our directors, officers, consultants employees. The stock options are exercisable at the exercise price of $1.29 per share for a period of ten years from the date of grant. 360,000 of the stock options vest as follows: (i) 120,000 upon the date of grant; and (ii) 120,000 on each anniversary date of grant for 2 years. 1,430,000 of the stock options vest as follows: (i) 357,500 upon the date of grant; and (ii) 357,500 on each anniversary date of grant for 3 years. We granted the stock options to 12 U.S. Persons and 3 non U.S. Persons (as that term is defined in Regulation S of the Securities Act of 1933) and in issuing securities we relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act of 1933. For the years ended March 31, 2020 and March 31, 2019 the Company has recognized compensation expense of $1,591,555 and $393,460 respectively, on the stock options granted in April 2017 that vested. The unvested amounts will be amortized over the next quarter. The fair value of the unvested shares is $54,202 as of March 31, 2020. The aggregate intrinsic value of outstanding options was $16,916 Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Shares Price Term (years) Outstanding at March 31, 2018 2,434,000 $ 1.09 8.0 Granted — — — Exercised (161,100 ) 1.03 4.5 Expired/Forfeited — — — Outstanding at March 31, 2019 2,272,900 1.09 4.5 Granted — — — Exercised (239,000 ) 0.89 3.5 Expired/Forfeited — — — Outstanding at March 31, 2020 2,033,900 1.11 3.5 Exercisable at March 31, 2020 1,684,925 1.08 3.5 Warrants On March 1, 2018, pursuant to Warrant Amendment Agreements dated February 22, 2018 with 16 holders (the "Holders") of our common stock purchase warrants (the "Existing Warrants"), we issued an aggregate of 3,900,000 shares of our common stock upon exercise of the Existing Warrants at an exercise price of $0.50 per share for aggregate gross proceeds of $1,950,000. The Existing Warrants were issued by us as part of an offering that closed on March 4, 2016. In addition, pursuant to the Warrant Amendment Agreements, we issued new common stock purchase warrants of our company (the "New Warrants") in the form of the Existing Warrants to purchase up to a number of shares of our common stock equal to the number of Existing Warrants exercised by the Holders, provided that (i) the exercise price of the New Warrants is $0.60 per share, subject to adjustment in the New Warrants, (ii) the expiry date of the New Warrants is September 1, 2019 and (iii) the New Warrants are non-transferable. On May 31, 2018, the Company issued 5,131,665 Units of the Company at a price of $0.75 per Unit for aggregate gross proceeds of $3,848,749. Each Unit consisted of one share of common stock of the Company (each, a " Share " " On October 1, 2018, the Company closed a non-brokered private placement financing (the "Financing") of 1,619,947 units (each, a "Unit") at a price of CDN$2.50 per Unit for gross proceeds of $2,979,596. Each Unit consists of one share of common stock of the Company (each, a "Share") and one share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder thereof to purchase one additional Share at a price of CDN$2.90 per Share for a period of two years. All securities issued in the Financing were subject to a Canadian holding period which expired on January 28, 2019. The Company paid finder's fees of $123,572 and issued 49,428 warrants. The following is a summary of the status of all of our warrants as of March 31, 2020 and changes during the years ended on that date: Weighted- Number Average of Warrants Exercise Price Outstanding at March 31, 2018 4,030,059 0.79 Granted 4,252,541 1.40 Exercised (2,092,052 ) 0.90 Cancelled or Expired (2,326 ) 27.50 Outstanding at March 31, 2019 6,188,222 1.16 Granted — — Exercised (3,974,000 ) 0.63 Cancelled or Expired (127,733 ) 5.78 Outstanding at March 31, 2020 2,086,489 1.80 Warrants exercisable at March 31, 2020 2,086,489 1.80 The following table summarizes information about stock warrants outstanding and exercisable at March 31, 2020: STOCK WARRANTS OUTSTANDING Number of Weighted-Average Warrants Remaining Contractual Exercise Price Outstanding Life in Years $2.06 1,612,157 0.5 0.90 474,332 0.2 *Note - The warrant exercise price is C$ 2.90 = U.S. $2.06 (rate 1.40709) at 03/31/20 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure Abstract | |
INCOME TAXES [Text Block] | NOTE 7 - INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company recorded the valuation allowance due to the uncertainty of future realization of federal and state net operating loss carryforwards. The deferred income tax assets are comprised of the following at March 31, 2020 and 2019: 2020 2019 Deferred income tax assets: $ 8,680,000 $ 5,410,000 Valuation allowance (8,680,000 ) (5,410,000 ) Net total $ — $ — At March 31, 2020, the Company had net operating loss carryforwards of approximately $34,800,000 and net operating loss carryforwards expire in 2023 through 2037. The current year's net operating loss will carryforward indefinitely. In December 2017, the U.S. Tax Cuts and Jobs Act of 2017 ("Tax Act") was enacted into law which significantly revises the Internal Revenue Code of 1986, as amended. The newly enacted federal income tax law, among other things, contains significant changes to corporate taxation, including a flat corporate tax rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted taxable income, limitation of the deduction for newly generated net operating losses to 80% of current year taxable income and elimination of net operating loss ("NOL") carrybacks, future taxation of certain classes of offshore earnings regardless of whether they are repatriated, immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits beginning in 2018. The current income tax benefit of $3,270,000 generated for the year ended March 31, 2020 was offset by an equal increase in the valuation allowance. The valuation allowance was increased due to uncertainties as to the Company's ability to generate sufficient taxable income to utilize the net operating loss carryforwards which is the only significant component of deferred taxes. Reconciliation between the statutory rate and the effective tax rate is as follows at March 31, 2020 and 2019: 2020 2019 Effective Tax Rate Reconciliation: Federal statutory tax rate 21% 21% State taxes, net of federal benefit 0% 0% Change in valuation allowance (21.00%) (21.00%) Effective Tax Rate 0% 0% The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of March 31, 2020 and 2019 the Company has no unrecognized uncertain tax positions, including interest and penalties. The Company's federal income tax returns for tax years ended March 31, 2017 and beyond remain subject to examination by the Internal Revenue Service. The returns for Arizona, the Company's most significant state tax jurisdiction, remain subject to examination by the Arizona Department of Revenue for tax years ended March 31, 2016 and beyond. |
LEASES
LEASES | 12 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES [Text Block] | NOTE 8 - LEASES Leases The Company adopted ASC 842 on April 1, 2019 which requires lessees to recognize right-of-use ("ROU") asset and lease liability for all leases. The Company elected the package of transition practical expedients for existing contracts, which allowed us to carry forward our historical assessments of whether contracts are or contain leases, lease classification and determination of initial direct costs. The Company leases property under operating leases. The Company leases its corporate office space with a size of 3,352 square feet leased from a third party through November, 2020 at the current rate of $7,752 per month; increasing to $7,891 in November 2019. The Company extended its short-term lease for a warehouse, originally due to expire on March 31, 2020 to March 2021, thus the Company adopted ASC 842 for this lease at the time of the extension in January 2020. The lease rate for the extension was $ 3,938 per month starting April 1, 2020. At inception the ROU and Lease Liability was calculated based on the net present value of the future lease payments over the term of the lease. When available, the Company uses the rate implicit in the lease discount payments as the incremental borrowing rate to calculate the net present value; however, the rate implicit in the lease is not readily determinable for our corporate office lease. In this case, the Company estimated its incremental borrowing rate as the interest rate it could borrow an amount equal to the lease payments over a similar term, with similar collateral as the lease, and in a similar economic environment. The Company estimated its rate using available evidence such as rates imposed by third-party lenders to the Company in recent financings or observable risk-free interest rate and credit spreads for commercial debt of a similar duration, with credit spreads correlating to the Company's estimated creditworthiness. For operating leases that include rent holidays and rent escalation clauses, the Company recognizes lease expense on a straight-line basis over the lease term from the date it takes possession of the leased property. The Company records the straight-line lease expense and any contingent rent, if applicable, in general and administrative expenses on the condensed consolidated statements of operations. The corporate office, lease also requires the Company to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in the general and administrative expenses on the condensed consolidated statements of operations. Operating Lease expense for the year ended March 31, 2020 was $93,717. The Company also had a short-term lease ending March 31, 2020 (before extension noted above) and the lease expense for this short-term lease for the year ended was $48,607. Operating Leases: March 31, 2020 Operating lease right-of-use asset - current portion $ 87,393 Operating lease right-of-use asset - non-current portion —0— Total Operating lease right-of-use asset $ 87,393 Operating lease liability - current portion $ 99,389 Operating lease liability - non-current portion —0— Total Operating lease liability $ 99,389 Weighted average remaining lease term (in years): Operating leases 0.83 Weighted average discount rate: Operating leases 7.0% Maturities of undiscounted lease liabilities as of March 31, 2020 are as follows: Operating Leases Year ending March 31, 2021 102,488 Total lease payments 102,488 Less: Imputed interest (3,099 ) Total lease obligations 99,389 |
Commitments and Contingency
Commitments and Contingency | 12 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements [Abstract] | |
Commitments and Contingency [Text Block] | Note 9 - Commitments and Contingency On September 9, 2019, the Company, AQUAhydrate, Inc. ("AQUAhydrate") and AWC Acquisition Company Inc. (the "Merger Sub"), a wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, among other things, the Merger Sub will merge with and into AQUAhydrate with AQUAhydrate as the surviving corporation and a wholly-owned subsidiary of the Company (the "Merger"). Subject to the terms and conditions of the Merger Agreement, in consideration for the Merger, the Company agreed to, at the closing of the Merger (the "Closing"), issue to the holders of shares of AQUAhydrate's common stock, on a pro-rata basis, such number of shares of the Company's common stock (the "Company Common Stock") that is equal to 19,565,217 less any shares of the Company Common Stock to be directed by AQUAhydrate to be issued in connection with the Merger to any placement agents or other service providers, including Roth Capital Partners LLC and Emerald Partners Pty Limited, and to any other persons for the payment of any outstanding liabilities of AQUAhydrate. In addition, on the Closing, the Company agreed to issue to the holders of the shares of AQUAhydrate's preferred stock (after the capital reorganization), on a pro-rata basis, an additional 3,750,000 shares of the Company Common Stock as follows: (1) an aggregate of 1,000,000 shares of the Company Common Stock which will be subject to escrow and not released until the Company achieves trailing revenue of $60 million in any twelve month period ending on the last day of any quarterly period of the fiscal year of the Company (each, a "Period") after the Closing; (2) an aggregate of 1,250,000 shares of the Company Common Stock which will be subject to escrow and not released until the Company achieves trailing revenue of $80 million in any Period after the Closing; and (3) an aggregate of 1,500,000 shares of the Company Common Stock which will be subject to escrow and not released until the Company achieves trailing revenue of $100 million in any Period after the Closing, provided that these shares of the Company Common Stock will be immediately released from escrow upon a change of control of the Company. On September 9, 2019, and subject to the Merger Agreement closing, the Company agreed to issue 750,000 stock options to purchase shares of its common stock at a price of $3.00 per share until September 9, 2029 to Mark Wahlberg pursuant to a services agreement among the Company, Mr. Wahlberg and AQUAhydrate, Inc. The services agreement, which requires Mr. Wahlberg to provide certain promotional services to the Company, was entered into in connection with the Merger. The stock options vest as follows: (i) 25% will vest one year following the effective date of the Merger, (ii) 25% will vest once the combined company resulting from the Merger (the "Combined Company") has achieved $80 million of revenue in any 12 month period, (iii) 25% will vest once the Combined Company has achieved $100 million of revenue in any 12 month period and (iv) 25% will vest once the Combined Company has achieved $125 million in revenue in any 12 month period; provided that all stock options will immediately vest upon a change of control of the Company. On September 9, 2019, the Company also granted to Mr. Wahlberg a further 250,000 stock options to purchase shares of its common stock at a price of $3.00 per share until September 9, 2029, and such stock options will vest upon a change of control of the Company. The issuance of all of the above referenced stock options to Mr. Wahlberg is conditioned upon Mr. Wahlberg and the Company entering in to separate stock option grant agreements. In the event of the termination of the Merger Agreement, the aforementioned services agreement will automatically terminate and all of the above referenced options will automatically be forfeited. On September 9, 2019, and subject to the Merger Agreement closing, the Company agreed to issue 750,000 stock options to purchase shares of its common stock at an exercise price of $3.00 per share until September 9, 2029 to SC Beverages LLC, a company controlled by Sean Combs, pursuant to a services agreement among the Company, SC Beverages LLC and AQUAhydrate, Inc. The services agreement, which requires Mr. Combs to provide certain promotional services to the Company, was entered into in connection with the Merger. The stock options vest as follows: (i) 25% will vest one year following the effective date of the Merger, (ii) 25% will vest once the Combined Company has achieved $80 million of revenue in any 12 month period, (iii) 25% will vest once the Combined Company has achieved $100 million of revenue in any 12 month period and (iv) 25% will vest once the Combined Company has achieved $125 million in revenue in any 12 month period; provided that all stock options will immediately vest upon a change of control of the Company. On September 9, 2019, the Company also granted to SC Beverages LLC a further 250,000 stock options to purchase shares of its common stock at a price of $3.00 per share until September 9, 2029, and such stock options will vest upon a change of control of the Company. The issuance of all of the above referenced stock options to SC Beverages, LLC is conditioned upon SC Beverages, LLC and the Company entering in to separate stock option grant agreements. In the event of the termination of the Merger Agreement, the aforementioned services agreement will automatically terminate and all of the above referenced options will automatically be forfeited. On September 9, 2019, and subject to the Merger Agreement closing, the Company agreed to issue 125,000 stock options to purchase shares of its common stock at an exercise price of $3.00 per share until September 9, 2024 to Jillian Michaels, and 125,000 stock options to purchase shares of its common stock at an exercise price of $3.00 per share until September 9, 2024 to G-Money, Inc. pursuant to an endorsement agreement among the Company, Ms. Michaels, G-Money, Inc., Firelight, Inc. and AQUAhydrate, Inc. The endorsement agreement, which requires Ms. Michaels to provide certain promotional services to the Company, was entered into in connection with the Merger. The stock options vest as follows: (i) 25% will vest one year following the effective date of the Merger, (ii) 25% will vest once the Combined Company has achieved $80 million of revenue in any 12 month period, (iii) 25% will vest once the Combined Company has achieved $100 million of revenue in any 12 month period and (iv) 25% will vest once the Combined Company has achieved $125 million in revenue in any 12 month period; provided that all stock options will immediately vest upon a change of control of the Company. On September 9, 2019, the Company also granted to Ms. Michaels a further 125,000 stock options to purchase shares of its common stock at an exercise price of $3.00 per share until September 9, 2024, and granted to G-Money, Inc. a further 125,000 stock options to purchase shares of its common stock at a price of $3.00 per share until September 9, 2024, and such stock options will vest upon a change of control of the Company. The issuance of all of the above referenced stock options to entities affiliated with Ms. Michaels is conditioned upon such entities and the Company entering in to separate stock option grant agreements. In the event of the termination of the Merger Agreement, the aforementioned services agreement will automatically terminate and all of the above referenced options will automatically be forfeited. This merger agreement was terminated in February 2020. |
LOANS PAYABLE
LOANS PAYABLE | 12 Months Ended |
Mar. 31, 2020 | |
Loans Payable Abstract | |
LOANS PAYABLE [Text Block] | NOTE 10 - LOANS PAYABLE On December 31, 2017, the Company exercised its purchase option with Lessor to purchase all four pieces of equipment leased under a master lease agreement for a total of $160,000 (the "Purchase Payment"). The Purchase Payment bore interest of 12% per annum and was payable in eleven equal monthly installments of $14,934.00 each and one final installment of $4,040.41, with the first installment due on February 1, 2018 and on the remaining eleven installments due on the first of each month thereafter with the final installment due and payable on January 1, 2019. As of March 31, 2020, the equipment has been paid for in-full. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS [Text Block] | NOTE 11 - SUBSEQUENT EVENTS Effective as of April 1, 2020, we issued an aggregate of 3,400,000 shares of our common stock upon conversion of an aggregate of 3,400,000 shares of our Series D Preferred Stock without the payment of any additional consideration. Of the 3,400,000 shares that we issued, 1,500,000 shares were issued to Richard A. Wright, our president, chief executive officer and director, 1,000,000 shares were issued to David A. Guarino, our treasurer, secretary, chief financial officer and director and 900,000 shares were issued to three other individuals, We issued these shares pursuant to the exemption from registration under the Securities Act of 1933, as amended provided by Section 4(a)(2) and/or Section 3(a)(9) of the Securities Act of 1933, as amended. On April 3, 2020, we granted an aggregate of 2,737,000 stock options to certain directors, officers, consultants and employees for the purchase of up to 2,737,000 shares of our common stock pursuant to our 2018 Stock Option Plan. Each stock option is exercisable at a price of $0.53 per share until April 2, 2030. Of these stock options, 1,217,000 vest as to 50% on the grant date and 50% on the one-year anniversary of the grant date, 640,000 vest as to one-third on the grant date and one-third on each anniversary of the grant date and 880,000 vest as to one-third on each anniversary of the grant date. We granted the stock options to 31 U.S. Persons and 3 non U.S. Persons (as that term is defined in Regulation S of the Securities Act of 1933) and in issuing securities we relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act of 1933. Of these options, 250,000 were granted to Richard A. Wright, our president, chief executive officer and director, and 150,000 were granted to David A. Guarino, our chief financial officer, secretary, treasurer and director. These stock options are exercisable at the exercise price of $0.53 per share until April 2, 2030. The stock options vest as to 50% on the date of grant and 50% on the one-year anniversary of the date of grant. On April 8, 2020, The Alkaline Water Company Inc. (the "Company") received a deficiency letter from the Listing Qualifications Department of The NASDAQ Stock Market (the "Staff"), notifying the Company that, for the last 30 consecutive business days, the closing bid price of the Company's common stock has not been maintained at the minimum required closing bid price of at least $1.00 per share as required for continued listing on The NASDAQ Capital Market pursuant to Listing Rule 5550(a)(2) ("Minimum Bid Price Rule"). In accordance with NASDAQ Listing Rules, the Company has been given 180 calendar days, or until October 5, 2020, to regain compliance with the Minimum Bid Price Rule. If at any time before October 5, 2020, the closing bid price of the Company's common stock is at least $1.00 for a minimum of 10 consecutive business days, the Staff will provide written notification to the Company that it complies with the Minimum Bid Price Rule. In the event the Company does not regain compliance, the Company may be eligible for additional time to regain compliance of up to an additional 180 calendar days. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Rule, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. On June 3, 2020, the Staff notified the Company that it had regained compliance with the Minimum Bid Price Rule and thus the matter is now closed. On April 17, 2020, we completed a private placement of 9,750,000 units of our securities at a price of $0.40 per unit for gross proceeds of $3,900,000. Each unit consisted of one share of our common stock and one share purchase warrant, with each share purchase warrant entitling the holder to acquire one additional share of our common stock at a price of $0.50 per share for a period of three years. Of the 9,750,000 units we issued: (i) 1,250,000 units were issued pursuant to the exemption from registration under the Securities Act of 1933, as amended provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended to one investor who is an "accredited investor" within the respective meanings ascribed to that term in Regulation D promulgated under the Securities Act of 1933, as amended; and (ii) 8,500,000 units were issued to 5 non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933, as amended. In connection with this private placement, we agreed with each subscriber who purchased these units to prepare and file a registration statement with respect to (i) the shares of our common stock comprising these units and (ii) the shares of our common stock issuable upon exercise of the share purchase warrants comprising these units with the Securities and Exchange Commission within 90 days following the closing of the private placement and agreed to use commercially reasonable efforts to have the registration statement declared effective by the Securities and Exchange Commission as soon as possible. We filed the foregoing registration statement on Form S-3 with the SEC on May 27, 2020, and the registration statement was declared effective by the SEC on June 8, 2020. Effective as of April 29, 2020, we issued an aggregate of 116,000 shares of our common stock upon exercise of stock options. 25,000 were exercised at a price of $1.29 per share for gross proceeds of $32,250 and 91,000 were exercised at a price of $0.53 per share for gross proceeds of $48,230. On April 30, 2020, we issued an aggregate of 207,000 shares of our common stock in consideration for services rendered to our company. We issued these shares to 7 U.S. Persons (as that term is defined in Regulation S of the Securities Act of 1933) and in issuing these shares, we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) of the Securities Act of 1933. On April 30, 2020, we granted awards of an aggregate of 1,065,000 shares of our common stock as "restricted awards" under our 2020 Equity Incentive Plan to certain directors, officers, employees and consultants. Of these shares, 645,000 vest on the one-year anniversary of the grant date, 200,000 vest as to 50% on the one-year anniversary of the grant date and 50% vest on the second year anniversary of the grant date, 165,000 vest as to one-third on each anniversary of the grant date and 55,000 vest immediately. The grantees have no rights or privileges as stockholders of our company with respect to the unvested shares including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. Of these restricted awards granted on April 30, 2020, an award of 200,000 shares of our common stock went to Richard A. Wright, our president, chief executive officer and director, and an award of 100,000 shares of our common stock went to David A. Guarino, our chief financial officer, secretary, treasurer and director. We granted these shares as "restricted awards" under our 2020 Equity Incentive Plan. These shares vest on the one-year anniversary of the grant date. The grantees have no rights or privileges as a stockholder of our company with respect to the unvested shares including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. On May 11, 2020, we completed a private placement of 4,444,440 subscription receipts at a price of $0.45 per subscription receipt for total gross proceeds of $1,999,998. On July 14, 2020 after receiving the Shareholder Approval detailed below, we issued 4,444,440 units of our company upon conversion such subscription receipts issued pursuant to the foregoing private placement completed on May 11, 2020. Accordingly, gross proceeds of $1,999,998, previously held in escrow, have been released to our company. Each unit consists of one share of our common stock and one transferable share purchase warrant, for no additional consideration. Each warrant will entitle the holder thereof to acquire one share of our common stock until May 11, 2023 at a price of $0.55 per share. In the event that our common stock has a closing price on the TSX Venture Exchange (or such other exchange on which our common stock may be traded at such time) of $1.75 or greater per share for a period of 20 consecutive trading days at any time from the closing date of the private placement, we may accelerate the expiry date of the warrants by giving notice to the holders thereof (by disseminating a news release advising of the acceleration of the expiry date of the warrants) and, in such case, the warrants will expire on the thirtieth day after the date of such notice.The proceeds of the private placement are expected to be used to fund our company's general working capital and expansion of production capacity. Of the 4,444,440 units we issued: (i) 444,443 units were issued pursuant to the exemption from registration under the Securities Act of 1933, as amended provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended to three investors, each of who is an "accredited investor" within the meaning ascribed to that term in Regulation D promulgated under the Securities Act of 1933, as amended; and (ii) 3,999,997 units were issued to three non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933, as amended. In connection with the private placement, we agreed with each subscriber who purchased these subscription receipts to prepare and file a registration statement with respect to (i) the shares of our common stock comprising these subscription receipts and (ii) the shares of our common stock issuable upon exercise of the share purchase warrants comprising these subscription receipts with the Securities and Exchange Commission within 30 days following the satisfaction of the Release Condition and agreed to use commercially reasonable efforts to have the registration statement declared effective by the Securities and Exchange Commission as soon as possible. We filed the foregoing registration statement on Form S-3 with the SEC on May 27, 2020, and the registration statement was declared effective by the SEC on June 8, 2020. Effective as of May 20, 2020, we issued an aggregate of 287,666 shares of our common stock upon exercise of our common stock purchase warrants with an exercise price of $0.90 per share for aggregate gross proceeds of $258,899.40. We issued 121,000 of these shares to four non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933. We issued 166,666 of these shares to one U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) relying on the exemptions from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 promulgated under the Securities Act of 1933. Effective as of May 22, 2020, we issued 170,000 shares of our common stock in consideration for services to be rendered to our company. We issued these shares to one U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) and in issuing these shares, we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) of the Securities Act of 1933. On July 13, 2020, we held a special meeting of our stockholders. At the meeting, our stockholders: (a) approved the April 17, 2020 private placement and the issuance of all securities thereunder; and (b) approved the May 11, 2020 private placement and the issuance of all securities thereunder (collectively, the "Shareholder Approval"). On July 16, 2020, we issued an aggregate of 18,779 shares of our common stock in consideration for services rendered to our company. We issued these shares to one U.S. Person (as that term is defined in Regulation S of the Securities Act of 1933) and in issuing these shares, we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 promulgated under the Securities Act of 1933. |
NATURE OF BUSINESS AND SUMMAR_2
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Business [Policy Text Block] | Nature of Business The Company offers retail consumers bottled alkaline water in 500-milliliter, 700-milliliter, 1-liter, 1.5 -liter, 3-liter and 1-gallon sizes, all of which is produced through an electrolysis process that uses specialized electronic cells coated with a variety of rare earth minerals to produce 8.8 pH drinking water without the use of any manmade chemicals. In addition to its bottled alkaline water, the Company also offers retail consumers flavor infused bottled water in the 500-milliliter size in seven flavors: Raspberry, Watermelon, Lemon, Lemon Lime, Peach Mango, Blood Orange, and Cucumber Mint. The Company recently introduced and began selling hemp-derived CBD topical and ingestible products under the brand name “A88CBD™”. Our hemp-derived CBD products are produced and sold in compliance with the Agriculture Improvement Act of 2018 (also known as the 2018 Farm Bill, Public Law 115-334). |
Basis of presentation [Policy Text Block] | Basis of presentation The consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. |
Principles of consolidation [Policy Text Block] | Principles of consolidation The consolidated financial statements include the accounts of The Alkaline Water Company Inc. (a Nevada Corporation) and its five wholly owned subsidiaries: A88 Infused Beverage Division Inc. (a Nevada Corporation), A88 International, Inc. (a Nevada Corporation), A88 Infused Products Inc. (a Nevada Corporation), AWC Acquisition Company Inc. (a Nevada corporation), and Alkaline 88, LLC (an Arizona Limited Liability Company). All significant intercompany balances and transactions have been eliminated. The Alkaline Water Company Inc., A88 Infused Beverage Division, Inc., A88 Infused Products Inc., A88 International, Inc., AWC Acquisition Company Inc., and Alkaline 88, LLC will be collectively referred herein to as the "Company". Any reference herein to "The Alkaline Water Company Inc.", the "Company", "we", "our" or "us" is intended to mean The Alkaline Water Company Inc., including the subsidiaries indicated above, unless otherwise indicated. |
Use of Estimates [Policy Text Block] | Use of Estimates The preparation of 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 significantly from those estimates. |
Cash and Cash Equivalents [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less to be considered cash equivalents. The carrying value of these investments approximates fair value. As of the balance sheet date and periodically throughout the period, the Company has maintained balances in various operating accounts in excess of federally insured limits. In addition, the Company has maintained balances in its attorney’s client trust account in both C$ and US$. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible. The Company had $4,561,682 and $11,032,451 in cash at March 31, 2020 and March 31, 2019, respectively. |
Accounts Receivable and Allowance for Doubtful Accounts [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts The Company generally does not require collateral, and the majority of its trade receivables are unsecured. The carrying amount for accounts receivable approximates fair value. Accounts receivable consisted of the following as of March 31, 2020 and 2019: 2020 2019 Trade receivables, net $ 4,957,081 $ 3,108,181 Less: Allowance for doubtful accounts (40,000 ) (40,000 ) Net accounts receivable $ 4,917,081 $ 3,068,181 Accounts receivable are periodically evaluated for collectability based on past credit history with clients. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions. The accounts receivable balance is pledged as collateral for the Company's revolving financing as disclosed in Note 4. |
Inventory [Policy Text Block] | Inventory Inventory represents raw materials and finished goods valued at the lower of cost or market with cost determined using the weight average method which approximates first-in first-out method, and with market defined as the lower of replacement cost or realizable value. The inventory balance is pledged as collateral for the Company's revolving financing as disclosed in Note 4. As of March 31, 2020 and 2019, inventory consisted of the following: 2020 2019 Raw materials $ 1,788,868 $ 1,066,105 Finished goods 1,130,992 991,907 Total inventory $ 2,919,860 $ 2,058,012 |
Property and equipment [Policy Text Block] | Property and Equipment The Company records all property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line (half-life convention) method over the estimated useful life of the assets or the lease term, whichever is shorter. The Company originally estimated the useful life of water production equipment as 5 years. During the year ended March 31, 2019, the company reevaluated the useful life of its water production equipment as the machinery began to wear out sooner than originally expected over a 3-year period due to an increase in revenue. The Company recorded this change and recorded the adjusted depreciation in the year ended March 31, 2019; the effect of which was not material. |
Stock-based Compensation [Policy Text Block] | Stock-Based Compensation The Company accounts for stock-based compensation is in accordance with Accounting Standards Codification ("ASC") 718. Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants and the closing price of the Company's common stock for common share issuances. |
Advertising [Policy Text Block] | Advertising Advertising costs are charged to operations when incurred. Advertising expenses for the years ended March 31, 2020 and 2019 were $303,346 and $374,500 respectively |
Revenue recognition [Policy Text Block] | Revenue Recognition We recognize revenue when our performance obligations are satisfied. Our primary performance obligation (the distribution and sale of beverage products) is satisfied upon the delivery of products to our customers, which is also when control is transferred. The Company does not accept returns due to the nature of the product. However, the Company will provide credit to our customers for damaged goods. The Company provides credit to its customers which typically requires payment within 30 days. As an incentive to pay early the Company also typically provides a 2% discount if the customer pays within 10 days. The Company estimates the amount of the discount that the customer is likely to take and records it as reduction in revenue. The amounts are not considered material. After evaluating the revenue disclosure requirements, the Company does not believe that it needs to disaggregate revenues. Revenue consists of the gross sales price, less variable consideration, including estimated allowances for which provisions are made at the time of sale, and less certain other discounts and allowances. Shipping and handling charges that are billed to customers are included as a component of revenue. Costs incurred by the Company for shipping and handling charges are included in selling expenses and amounted to $5,799,766 and $5,393,253 for the years ended March 31, 2020 and 2019, respectively. |
Concentration Risks [Policy Text Block] | Concentration Risks We have 2 major customers that together account for 36% (22% and 14%, respectively) of accounts receivable at March 31, 2020, and 2 customers that together account for 40% (24% and 16%, respectively) of the total revenues earned for the year ended March 31, 2020. The Company has 3 vendors that accounted for 52% (21%, 20%, and 11% respectively) of purchases for the year ended March 31, 2020. |
Income Taxes [Policy Text Block] | Income Taxes In accordance with ASC 740 "Accounting for Income Taxes", the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. |
Basic and Diluted Loss Per Share [Policy Text Block] | Basic and Diluted Loss Per Share Basic and diluted earnings or loss per share ("EPS") amounts in the consolidated financial statements are computed in accordance ASC 260- 10 "Earnings per Share", which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares 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 common shares outstanding (denominator) during the period. Potentially dilutive securities were excluded from the calculation of diluted loss per share, because their effect would be anti-dilutive. For the year ended March 31, 2020 and 2019, respectively, the Company had no shares relating to options and 1,236,510 shares relating to options, no shares relating to warrants and 3,190,479 shares relating to warrants and no shares relating to convertible preferred shares and 1,500,000 convertible preferred shares that were not included in the diluted earnings per share calculation because they were antidilutive. |
Business Segments [Policy Text Block] | Business Segments The Company operates on one segment in one geographic location - the United States of America and; therefore, segment information is not presented. |
Fair Value of Financial Instruments [Policy Text Block] | Fair Value of Financial Instruments The carrying amounts of the company's financial instruments including accounts payable, accrued expenses, and notes payable approximate fair value due to the relative short period for maturity these instruments. The company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the company. Unobservable inputs are inputs that reflect the company's assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on reliability of the inputs as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of March 31, 2020 and 2019, the company did not have any financial instruments that are measured on a recurring basis as Level 1, 2 or 3. |
Reclassification [Policy Text Block] | Reclassification Certain accounts in the prior period were reclassified to conform to the current period financial statements presentation. |
Recent Accounting Pronouncements [Policy Text Block] | Recent Accounting Pronouncements Recently Adopted Standards The Company adopted ASC 842 on April 1, 2019 which requires lessees to recognize right-of-use ("ROU") asset and lease liability for all leases. The Company elected the package of transition practical expedients for existing contracts, which allowed us to carry forward our historical assessments of whether contracts are or contain leases, lease classification and determination of initial direct costs. The adoption resulted in a lease liability of approximately $185,510 and a right of use asset of approximately $165,699. The Company’s undiscounted minimum lease commitments under its operating leases are disclosed in Note 8. The Company adopted ASU 2018-07, “Improvements to Nonemployee Share-Base Payment Accounting” on April 1, 2019. The Company did not issue any of its shares to nonemployees in exchange for goods or services during the year ended March 31, 2020. Standards Required to be Adopted in Future Years. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Codification Improvements to Topic 326, Financial Instruments - Credit Losses. The Company has evaluated other recent accounting pronouncements through June 2020 and believes that none of them will have a material effect on our consolidated financial statements. |
NATURE OF BUSINESS AND SUMMAR_3
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of accounts receivable [Table Text Block] | 2020 2019 Trade receivables, net $ 4,957,081 $ 3,108,181 Less: Allowance for doubtful accounts (40,000 ) (40,000 ) Net accounts receivable $ 4,917,081 $ 3,068,181 |
Schedule of inventory current [Table Text Block] | 2020 2019 Raw materials $ 1,788,868 $ 1,066,105 Finished goods 1,130,992 991,907 Total inventory $ 2,919,860 $ 2,058,012 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plant and equipment [Table Text Block] | March 31, 2020 March 31, 2019 Machinery and Equipment $ 4,249,398 $ 3,764,533 Office Equipment 32,992 29,000 Less: Accumulated Depreciation (2,859,809 ) (1,848,568 ) Fixed Assets, net $ 1,422,581 $ 1,945,265 |
OPTIONS AND WARRANTS (Tables)
OPTIONS AND WARRANTS (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option awards [Table Text Block] | Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Shares Price Term (years) Outstanding at March 31, 2018 2,434,000 $ 1.09 8.0 Granted — — — Exercised (161,100 ) 1.03 4.5 Expired/Forfeited — — — Outstanding at March 31, 2019 2,272,900 1.09 4.5 Granted — — — Exercised (239,000 ) 0.89 3.5 Expired/Forfeited — — — Outstanding at March 31, 2020 2,033,900 1.11 3.5 Exercisable at March 31, 2020 1,684,925 1.08 3.5 |
Schedule of stockholders' equity note, warrants or rights, activity [Table Text Block] | Weighted- Number Average of Warrants Exercise Price Outstanding at March 31, 2018 4,030,059 0.79 Granted 4,252,541 1.40 Exercised (2,092,052 ) 0.90 Cancelled or Expired (2,326 ) 27.50 Outstanding at March 31, 2019 6,188,222 1.16 Granted — — Exercised (3,974,000 ) 0.63 Cancelled or Expired (127,733 ) 5.78 Outstanding at March 31, 2020 2,086,489 1.80 Warrants exercisable at March 31, 2020 2,086,489 1.80 |
Schedule of stock warrants outstanding and exercisable [Table Text Block] | Number of Weighted-Average Warrants Remaining Contractual Exercise Price Outstanding Life in Years $2.06 1,612,157 0.5 0.90 474,332 0.2 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure Abstract | |
Schedule of deferred tax assets and liabilities [Table Text Block] | 2020 2019 Deferred income tax assets: $ 8,680,000 $ 5,410,000 Valuation allowance (8,680,000 ) (5,410,000 ) Net total $ — $ — |
Schedule of Effective Tax Rate Reconciliation [Table Text Block] | 2020 2019 Effective Tax Rate Reconciliation: Federal statutory tax rate 21% 21% State taxes, net of federal benefit 0% 0% Change in valuation allowance (21.00%) (21.00%) Effective Tax Rate 0% 0% |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of operating Lease expense [Table Text Block] | Operating Leases: March 31, 2020 Operating lease right-of-use asset - current portion $ 87,393 Operating lease right-of-use asset - non-current portion —0— Total Operating lease right-of-use asset $ 87,393 Operating lease liability - current portion $ 99,389 Operating lease liability - non-current portion —0— Total Operating lease liability $ 99,389 Weighted average remaining lease term (in years): Operating leases 0.83 Weighted average discount rate: Operating leases 7.0% |
Schedule of Maturities of Undiscounted Lease Liabilities [Table Text Block] | Operating Leases Year ending March 31, 2021 102,488 Total lease payments 102,488 Less: Imputed interest (3,099 ) Total lease obligations 99,389 |
NATURE OF BUSINESS AND SUMMAR_4
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 12 Months Ended | ||
Mar. 31, 2020USD ($)customersvendorsshares | Mar. 31, 2019USD ($) | Apr. 01, 2019USD ($) | |
Cash | $ 4,561,682 | $ 11,032,451 | |
Advertising expense | 303,346 | 374,500 | |
Selling expenses | $ 5,799,766 | $ 5,393,253 | |
Lease liability | $ 185,510 | ||
Right of use asset | $ 165,699 | ||
Equipment [Member] | |||
Property, plant and equipment, estimated useful lives, years | 5 years | ||
Equipment under capital lease [Member] | |||
Property, plant and equipment, estimated useful lives, years | 3-year | ||
Accounts Receivable [Member] | |||
Number of major customers | customers | 2 | ||
Concentration Risk, Percentage | 36.00% | ||
Accounts Receivable [Member] | Customer 1 [Member] | |||
Concentration Risk, Percentage | 22.00% | ||
Accounts Receivable [Member] | Customer 2 [Member] | |||
Concentration Risk, Percentage | 14.00% | ||
Revenues [Member] | |||
Concentration Risk, Percentage | 40.00% | ||
Revenues [Member] | Customer 1 [Member] | |||
Concentration Risk, Percentage | 24.00% | ||
Revenues [Member] | Customer 2 [Member] | |||
Concentration Risk, Percentage | 16.00% | ||
Purchases [Member] | |||
Number of major vendors | vendors | 3 | ||
Concentration Risk, Percentage | 52.00% | ||
Purchases [Member] | Vendor 1 [Member] | |||
Concentration Risk, Percentage | 21.00% | ||
Purchases [Member] | Vendor 2 [Member] | |||
Concentration Risk, Percentage | 20.00% | ||
Purchases [Member] | Vendor 3 [Member] | |||
Concentration Risk, Percentage | 11.00% | ||
Employee Stock Option [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 1,236,510 | ||
Warrant [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 3,190,479 | ||
Convertible Preferred Stock [Member] | |||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 1,500,000 |
CASH FLOWS (Narrative) (Details
CASH FLOWS (Narrative) (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | ||
Accumulated deficit | $ 53,521,700 | $ 38,694,879 |
Net offering cost of revenue | 5,899,998 | |
Expected warrant exercises | $ 258,899 |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,011,241 | $ 580,669 |
REVOLVING FINANCING (Narrative)
REVOLVING FINANCING (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Jun. 22, 2020 | May 18, 2020 | |
Line of Credit Facility, Borrowing Capacity, Description | Under the terms of the Credit Agreement, SCM has agreed to make cash advances to our company in an aggregate principal at any one time outstanding not to exceed the lesser of (i) $7 million (the "Revolving Loan Commitment Amount") and (ii) the Borrowing Base (defined to mean, as of any date of determination, 85% of net eligible billed receivables plus 65% of eligible unbilled receivables, minus certain reserves). | ||
Line of Credit Facility, Interest Rate Description | The principal amount of the Revolving Facility outstanding bears interest at a rate per annum equal to (i) a fluctuating interest rate per annum equal at all times to the rate of interest announced, from time to time, within Wells Fargo Bank at its principal office in San Francisco as its "prime rate," plus (ii) 3.25%, payable monthly in arrears.  The interest rate as of March 31, 2020 was 7.0% | ||
Line of Credit Facility, Commitment Fee Percentage | 0.083% | ||
Line of Credit Facility, Interest Rate During Period | 0.35% | ||
Line of Credit Facility, Termination Fee | 1.00% | ||
Line of Credit Facility, Interest Increase Upon Default | 5.00% | ||
Temporary Over Advance | $ 400,000 | ||
Mr. David Guarino [Member] | |||
Temporary Over Advance | 400,000 | ||
Lender [Member] | |||
Temporary Over Advance | $ 400,000 | ||
Lender [Member] | Subsequent Event [Member] | |||
Temporary Over Advance, Weekly Principal Payments | $ 30,000 | $ 20,000 |
STOCKHOLDERS EQUITY (Narrative)
STOCKHOLDERS EQUITY (Narrative) (Details) - USD ($) | May 11, 2020 | Apr. 17, 2020 | Apr. 01, 2020 | Mar. 18, 2020 | Jan. 13, 2020 | Mar. 12, 2019 | Jan. 31, 2020 | Nov. 30, 2017 | May 31, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Nov. 02, 2017 | May 03, 2017 | Mar. 30, 2016 | Oct. 07, 2013 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 2.50 | $ 0.001 | $ 0.001 | ||||||||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |||||||||||||
Common Stock, Shares, Outstanding | 45,585,592 | 39,573,512 | |||||||||||||
Common stock, shares, issued | 45,585,592 | 39,573,512 | |||||||||||||
Stock compensation expense | $ 1,591,555 | $ 393,460 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services (shares) | 247,167 | 29,000 | |||||||||||||
Number of shares issued in consideration for Merger | 4,600,000 | ||||||||||||||
Proceeds from issuance public offering | $ 10,450,900 | ||||||||||||||
Accrued amount under agreement | $ 81,117 | $ 84,583 | |||||||||||||
Stock Payable | $ 1,000,000 | ||||||||||||||
Non-brokered private placement [Member] | |||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,000,000 | ||||||||||||||
Subsequent Event [Member] | Non-brokered private placement [Member] | |||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,999,998 | $ 3,900,000 | |||||||||||||
Richard A. Wright [Member] | Restricted Stock [Member] | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,500,000 | ||||||||||||||
Consultant | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services (shares) | 276,167 | ||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares authorized | 3,000,000 | ||||||||||||||
Preferred Stock, Shares Outstanding | 1,500,000 | ||||||||||||||
Preferred stock, shares issued | 1,500,000 | ||||||||||||||
Terms of conversion of Preferred Stock, consolidated revenue threshold | $ 15,000,000 | ||||||||||||||
Series C Preferred Stock [Member] | Richard A. Wright [Member] | |||||||||||||||
Conversion of stock, shares converted | 1,500,000 | ||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 3,000,000 | |||||||||||||
Preferred Stock, Shares Outstanding | 3,400,000 | 3,800,000 | |||||||||||||
Preferred stock issued during period (shares) | 800,000 | 3,000,000 | |||||||||||||
Preferred stock, shares issued | 3,400,000 | 3,800,000 | |||||||||||||
Terms of conversion of Preferred Stock, consolidated revenue threshold | $ 40,000,000 | ||||||||||||||
Series D Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||
Conversion of stock, shares converted | 3,400,000 | ||||||||||||||
Series D Preferred Stock [Member] | Steven Nickolas [Member] | |||||||||||||||
Preferred stock issued during period (shares) | 300,000 | ||||||||||||||
Series D Preferred Stock [Member] | Richard A. Wright [Member] | |||||||||||||||
Preferred stock issued during period (shares) | 500,000 | ||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 400,000 | ||||||||||||||
Conversion of stock, shares converted | 400,000 |
OPTIONS AND WARRANTS (Narrative
OPTIONS AND WARRANTS (Narrative) (Details) | Oct. 01, 2018$ / shares | Oct. 01, 2018USD ($)shares | Feb. 28, 2020shares | May 31, 2018USD ($)$ / sharesshares | Apr. 28, 2017$ / sharesshares | Dec. 30, 2015shares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Apr. 25, 2018shares | Jan. 21, 2016shares | Jan. 20, 2016shares | Oct. 31, 2014shares | Oct. 30, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||||||||
Number of options granted | 1,790,000 | 0 | 0 | |||||||||||
Exercise price of options granted | $ / shares | $ 1.29 | $ 0 | $ 0 | |||||||||||
Compensation expense | $ | $ 1,591,555 | $ 393,460 | ||||||||||||
Fair value of unvested shares | $ | 54,202 | |||||||||||||
Aggregate intrinsic value of outstanding options | $ | $ 16,916 | |||||||||||||
Class of Warrant or Right, Exercises in Period | 3,974,000 | 2,092,052 | 3,900,000 | |||||||||||
Warrant exercise price | $ / shares | $ 0.90 | $ 0.50 | ||||||||||||
Proceeds from warrant exercised | $ | $ 1,950,000 | |||||||||||||
Units issued during period, Units | 5,131,665 | |||||||||||||
Units issued during period, Per unit amount | $ / shares | $ 0.75 | |||||||||||||
Aggregate gross proceeds | $ | $ 3,848,749 | |||||||||||||
Term of warrants | 2 years | |||||||||||||
Finders fees | $ | $ 123,572 | |||||||||||||
Warrants Issued | 49,428 | |||||||||||||
Number of stock options exercised | 239,000 | 161,100 | ||||||||||||
2013 Equity Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock available for the grant of awards under the plan | 700,000 | 7,700,000 | 700,000 | 35,000,000 | 20,000,000 | |||||||||
Reverse stock split | 50-for-1 | |||||||||||||
Maximum stock available for the grant of awards under the plan | 7,700,000 | |||||||||||||
2018 Stock Option Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Common stock, shares authorized | 5,171,612 | |||||||||||||
2020 Equity Incentive Plan [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Maximum stock available for the grant of awards under the plan | 9,000,000 | |||||||||||||
Maximum stock available for the grant of non-stock option under the plan | 1,650,000 | |||||||||||||
Option 1 - 360,000 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of options granted | 360,000 | |||||||||||||
Option 1 - 360,000 [Member] | Vest upon the date of grant [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of options granted | 120,000 | |||||||||||||
Option 1 - 360,000 [Member] | Vested on each anniversary date of grant [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of options granted | 120,000 | |||||||||||||
Option 2 - 1,430,000 [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of options granted | 1,430,000 | |||||||||||||
Option 2 - 1,430,000 [Member] | Vest upon the date of grant [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of options granted | 357,500 | |||||||||||||
Option 2 - 1,430,000 [Member] | Vested on each anniversary date of grant [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of options granted | 357,500 | |||||||||||||
New Warrants [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrant exercise price | $ / shares | $ 0.60 | |||||||||||||
Non-brokered private placement [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Warrant exercise price | $ / shares | $ 2.90 | |||||||||||||
Units issued during period, Units | 1,619,947 | |||||||||||||
Units issued during period, Per unit amount | $ / shares | $ 2.50 | |||||||||||||
Aggregate gross proceeds | $ | $ 2,979,596 | |||||||||||||
Term of warrants | 2 years | 2 years |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure Abstract | ||
Operating Loss Carryforwards | $ 34,800,000 | |
Federal statutory tax rate | 21.00% | 21.00% |
Percentage of limitation of the tax deduction for interest expense | 30.00% | |
Percentage of limitation of the tax deduction for net operating losses | 80.00% | |
Change in deferred tax assets valuation allowance, amount | $ 3,270,000 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | 12 Months Ended |
Mar. 31, 2020USD ($)ft² | |
Leases [Abstract] | |
Area of property under operating lease | ft² | 3,352 |
Lease and rent expense per month | $ 7,752 |
Increased lease and rent expense in November 2019 | 7,891 |
Operating Lease, Cost | 3,938 |
Operating Lease expense | 93,717 |
Short-term lease cost | $ 48,607 |
Commitments and Contingency (Na
Commitments and Contingency (Narrative) (Details) - USD ($) | Sep. 09, 2019 | Mar. 12, 2019 | Apr. 28, 2017 | Mar. 31, 2020 | Mar. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Exercise price per share | $ 1.29 | $ 0 | $ 0 | ||
Number of shares issued in consideration for Merger | 4,600,000 | ||||
Merger Agreement [Member] | AQUAhydrate, Inc [member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares issued in consideration for Merger | 19,565,217 | ||||
Number of shares agreed to issue to holders | 3,750,000 | ||||
Description of merger agreement | In addition, on the Closing, the Company agreed to issue to the holders of the shares of AQUAhydrate's preferred stock (after the capital reorganization), on a pro-rata basis, an additional 3,750,000 shares of the Company Common Stock as follows: (1) an aggregate of 1,000,000 shares of the Company Common Stock which will be subject to escrow and not released until the Company achieves trailing revenue of $60 million in any twelve month period ending on the last day of any quarterly period of the fiscal year of the Company (each, a "Period") after the Closing; (2) an aggregate of 1,250,000 shares of the Company Common Stock which will be subject to escrow and not released until the Company achieves trailing revenue of $80 million in any Period after the Closing; and (3) an aggregate of 1,500,000 shares of the Company Common Stock which will be subject to escrow and not released until the Company achieves trailing revenue of $100 million in any Period after the Closing, provided that these shares of the Company Common Stock will be immediately released from escrow upon a change of control of the Company. | ||||
Merger Agreement [Member] | AQUAhydrate, Inc [member] | Achieves trailing revenue of 60 million [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Trailing revenue | $ 60 | ||||
Number of shares agreed to issue to holders | 1,000,000 | ||||
Merger Agreement [Member] | AQUAhydrate, Inc [member] | Achieves trailing revenue of 80 million [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Trailing revenue | $ 80 | ||||
Number of shares agreed to issue to holders | 1,250,000 | ||||
Merger Agreement [Member] | AQUAhydrate, Inc [member] | Achieves trailing revenue of 100 million [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Trailing revenue | $ 100 | ||||
Number of shares agreed to issue to holders | 1,500,000 | ||||
Services agreement [Member] | Mark Wahlberg [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options granted to purchase shares its common stock | 750,000 | ||||
Exercise price per share | $ 3 | ||||
Percentage of Stock options vest one year following effective time of merger | 25.00% | ||||
Additional number of stock options granted to purchase shares of common stock | 250,000 | ||||
Exercise price of additional number of stock options granted | $ 3 | ||||
Services agreement [Member] | Jillian Michaels [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options granted to purchase shares its common stock | 125,000 | ||||
Exercise price per share | $ 3 | ||||
Percentage of Stock options vest one year following effective time of merger | 25.00% | ||||
Additional number of stock options granted to purchase shares of common stock | 125,000 | ||||
Exercise price of additional number of stock options granted | $ 3 | ||||
Services agreement [Member] | SC Beverages LLC [member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options granted to purchase shares its common stock | 750,000 | ||||
Exercise price per share | $ 3 | ||||
Percentage of Stock options vest one year following effective time of merger | 25.00% | ||||
Additional number of stock options granted to purchase shares of common stock | 250,000 | ||||
Exercise price of additional number of stock options granted | $ 3 | ||||
Services agreement [Member] | G-Money, Inc [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options granted to purchase shares its common stock | 125,000 | ||||
Exercise price per share | $ 3 | ||||
Percentage of Stock options vest one year following effective time of merger | 25.00% | ||||
Additional number of stock options granted to purchase shares of common stock | 125,000 | ||||
Exercise price of additional number of stock options granted | $ 3 | ||||
Services agreement [Member] | Vest upon combined company achieved 80 million of revenue in any 12 month period [Member] | Mark Wahlberg [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Stock options vest once combined company threshold amount of revenue | 25.00% | ||||
Trailing revenue | $ 80 | ||||
Services agreement [Member] | Vest upon combined company achieved 80 million of revenue in any 12 month period [Member] | Jillian Michaels [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Stock options vest once combined company threshold amount of revenue | 25.00% | ||||
Trailing revenue | $ 80 | ||||
Services agreement [Member] | Vest upon combined company achieved 80 million of revenue in any 12 month period [Member] | SC Beverages LLC [member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Stock options vest one year following effective time of merger | 25.00% | ||||
Trailing revenue | $ 80 | ||||
Services agreement [Member] | Vest upon combined company achieved 80 million of revenue in any 12 month period [Member] | G-Money, Inc [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Stock options vest once combined company threshold amount of revenue | 25.00% | ||||
Trailing revenue | $ 80 | ||||
Services agreement [Member] | Vest upon combined company achieved 100 million of revenue in any 12 month period [Member] | Mark Wahlberg [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Stock options vest once combined company threshold amount of revenue | 25.00% | ||||
Trailing revenue | $ 100 | ||||
Services agreement [Member] | Vest upon combined company achieved 100 million of revenue in any 12 month period [Member] | Jillian Michaels [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Stock options vest once combined company threshold amount of revenue | 25.00% | ||||
Trailing revenue | $ 100 | ||||
Services agreement [Member] | Vest upon combined company achieved 100 million of revenue in any 12 month period [Member] | SC Beverages LLC [member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Stock options vest once combined company threshold amount of revenue | 25.00% | ||||
Trailing revenue | $ 100 | ||||
Services agreement [Member] | Vest upon combined company achieved 100 million of revenue in any 12 month period [Member] | G-Money, Inc [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Stock options vest once combined company threshold amount of revenue | 25.00% | ||||
Trailing revenue | $ 100 | ||||
Services agreement [Member] | Vest upon combined company achieved 125 million of revenue in any 12 month period [Member] | Mark Wahlberg [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Stock options vest once combined company threshold amount of revenue | 25.00% | ||||
Trailing revenue | $ 125 | ||||
Services agreement [Member] | Vest upon combined company achieved 125 million of revenue in any 12 month period [Member] | Jillian Michaels [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Stock options vest once combined company threshold amount of revenue | 25.00% | ||||
Trailing revenue | $ 125 | ||||
Services agreement [Member] | Vest upon combined company achieved 125 million of revenue in any 12 month period [Member] | SC Beverages LLC [member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Stock options vest once combined company threshold amount of revenue | 25.00% | ||||
Trailing revenue | $ 125 | ||||
Services agreement [Member] | Vest upon combined company achieved 125 million of revenue in any 12 month period [Member] | G-Money, Inc [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Stock options vest once combined company threshold amount of revenue | 25.00% | ||||
Trailing revenue | $ 125 |
LOANS PAYABLE (Narrative) (Deta
LOANS PAYABLE (Narrative) (Details) - Machinery under Capital Lease [Member] | Dec. 31, 2017USD ($) |
Loan payable [Line Items] | |
Capital lease, purchase option | $ 160,000 |
Capital lease, purchase option, interest rate | 12.00% |
Capital lease, purchase option, monthly installments | $ 14,934 |
Capital Lease Purchase Option Final Installments | $ 4,040.41 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($) | Jul. 16, 2020 | May 22, 2020 | May 20, 2020 | May 11, 2020 | Apr. 30, 2020 | Apr. 29, 2020 | Apr. 17, 2020 | Apr. 03, 2020 | Apr. 01, 2020 | Mar. 18, 2020 | Mar. 12, 2019 | Feb. 28, 2020 | Apr. 28, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Apr. 08, 2020 |
Subsequent Event [Line Items] | |||||||||||||||||
Stock issued during period for services | 247,167 | 29,000 | |||||||||||||||
Number of stock options granted | 1,790,000 | 0 | 0 | ||||||||||||||
Exercise price of stock option granted | $ 1.29 | $ 0 | $ 0 | ||||||||||||||
Number of shares issued | 4,600,000 | ||||||||||||||||
Number of stock options exercised | 239,000 | 161,100 | |||||||||||||||
Exercise price of stock option | $ 0.89 | $ 1.03 | |||||||||||||||
Number of common stock shares issued upon exercise of common stock purchase warrants | 3,974,000 | 2,092,052 | 3,900,000 | ||||||||||||||
Weighted-Average Exercise Price, Exercised | $ 0.63 | $ 0.90 | |||||||||||||||
Proceeds from warrants exercised | $ 2,500,486 | $ 1,882,348 | |||||||||||||||
Private Placement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from issuance of private placement | $ 1,000,000 | ||||||||||||||||
2020 Equity Incentive Plan [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of restricted common stock shares granted | 1,650,000 | ||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Preferred stock, shares outstanding | 3,400,000 | 3,800,000 | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of common stock shares issued upon conversion | $ 3,400,000 | ||||||||||||||||
Minimum required closing bid price | $ 1 | ||||||||||||||||
Number of stock options exercised | 116,000 | ||||||||||||||||
Number of common stock shares issued upon exercise of common stock purchase warrants | 287,666 | ||||||||||||||||
Weighted-Average Exercise Price, Exercised | $ 0.90 | ||||||||||||||||
Proceeds from warrants exercised | $ 258,899.40 | ||||||||||||||||
Subsequent Event [Member] | Exercise of stock options 1 [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of stock options exercised | 25,000 | ||||||||||||||||
Exercise price of stock option | $ 1.29 | ||||||||||||||||
Proceeds from stock options exercised | $ 32,250 | ||||||||||||||||
Subsequent Event [Member] | Exercise of stock options 2 [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of stock options exercised | 91,000 | ||||||||||||||||
Exercise price of stock option | $ 0.53 | ||||||||||||||||
Proceeds from stock options exercised | $ 48,230 | ||||||||||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of units issued | 4,444,440 | 9,750,000 | |||||||||||||||
Units issued, price per unit | $ 0.45 | $ 0.40 | |||||||||||||||
Proceeds from issuance of private placement | $ 1,999,998 | $ 3,900,000 | |||||||||||||||
Private placement, description | Each unit consists of one share of our common stock and one transferable share purchase warrant, for no additional consideration. Each warrant will entitle the holder thereof to acquire one share of our common stock until May 11, 2023 at a price of $0.55 per share. In the event that our common stock has a closing price on the TSX Venture Exchange (or such other exchange on which our common stock may be traded at such time) of $1.75 or greater per share for a period of 20 consecutive trading days at any time from the closing date of the private placement | Each unit consisted of one share of our common stock and one share purchase warrant, with each share purchase warrant entitling the holder to acquire one additional share of our common stock at a price of $0.50 per share for a period of three years. | |||||||||||||||
Subsequent Event [Member] | 2018 Stock Option Plan [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of stock options granted | 2,737,000 | ||||||||||||||||
Exercise price of stock option granted | $ 0.53 | ||||||||||||||||
Subsequent Event [Member] | 2018 Stock Option Plan [Member] | Vest as to 50% on the grant date and 50% on the one-year anniversary of the grant date [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of stock options granted | 1,217,000 | ||||||||||||||||
Subsequent Event [Member] | 2018 Stock Option Plan [Member] | Vest as to one-third on the grant date and one-third on each anniversary of the grant date [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of stock options granted | 640,000 | ||||||||||||||||
Subsequent Event [Member] | 2018 Stock Option Plan [Member] | Vest as to one-third on each anniversary of the grant date [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of stock options granted | 880,000 | ||||||||||||||||
Subsequent Event [Member] | 2020 Equity Incentive Plan [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of restricted common stock shares granted | 1,065,000 | ||||||||||||||||
Subsequent Event [Member] | 2020 Equity Incentive Plan [Member] | Vest on one year anniversary of grant date [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of restricted common stock shares granted | 645,000 | ||||||||||||||||
Subsequent Event [Member] | 2020 Equity Incentive Plan [Member] | Vest as to 50% on the one-year anniversary of the grant date and 50% vest on second year anniversary of grant date [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of restricted common stock shares granted | 200,000 | ||||||||||||||||
Subsequent Event [Member] | 2020 Equity Incentive Plan [Member] | Vest as to one-third on each anniversary of the grant date [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of restricted common stock shares granted | 165,000 | ||||||||||||||||
Subsequent Event [Member] | 2020 Equity Incentive Plan [Member] | Vest Immediately [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of restricted common stock shares granted | 55,000 | ||||||||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of shares converted | 3,400,000 | ||||||||||||||||
Subsequent Event [Member] | Richard A. Wright [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of common stock shares issued upon conversion | $ 1,500,000 | ||||||||||||||||
Subsequent Event [Member] | Richard A. Wright [Member] | 2018 Stock Option Plan [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of stock options granted | 250,000 | ||||||||||||||||
Exercise price of stock option granted | $ 0.53 | ||||||||||||||||
Subsequent Event [Member] | Richard A. Wright [Member] | 2020 Equity Incentive Plan [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of restricted common stock shares granted | 200,000 | ||||||||||||||||
Subsequent Event [Member] | David A. Guarino | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of common stock shares issued upon conversion | 1,000,000 | ||||||||||||||||
Subsequent Event [Member] | David A. Guarino | 2018 Stock Option Plan [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of stock options granted | 150,000 | ||||||||||||||||
Exercise price of stock option granted | $ 0.53 | ||||||||||||||||
Subsequent Event [Member] | David A. Guarino | 2020 Equity Incentive Plan [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of restricted common stock shares granted | 100,000 | ||||||||||||||||
Subsequent Event [Member] | Three other individuals [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of common stock shares issued upon conversion | $ 900,000 | ||||||||||||||||
Subsequent Event [Member] | Accredited investor [Member] | Private Placement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of units issued | 1,250,000 | ||||||||||||||||
Subsequent Event [Member] | 5 non-U.S. persons [Member] | Private Placement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of units issued | 8,500,000 | ||||||||||||||||
Subsequent Event [Member] | 7 U.S. Persons [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Stock issued during period for services | 207,000 | ||||||||||||||||
Subsequent Event [Member] | Three Accredited Investors [member] | Private Placement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of units issued | 444,443 | ||||||||||||||||
Subsequent Event [Member] | Three non-U.S. persons [Member] | Private Placement [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of units issued | 3,999,997 | ||||||||||||||||
Subsequent Event [Member] | Four non-U.S. persons [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of common stock shares issued upon exercise of common stock purchase warrants | 121,000 | ||||||||||||||||
Subsequent Event [Member] | One U.S. person [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Stock issued during period for services | 18,779 | 170,000 | |||||||||||||||
Number of common stock shares issued upon exercise of common stock purchase warrants | 166,666 |
NATURE OF BUSINESS AND SUMMAR_5
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Accounts Receivable (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Accounting Policies [Abstract] | ||
Trade receivables, net | $ 4,957,081 | $ 3,108,181 |
Less: Allowance for doubtful accounts | (40,000) | (40,000) |
Net accounts receivable | $ 4,917,081 | $ 3,068,181 |
NATURE OF BUSINESS AND SUMMAR_6
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Schedule of Inventory, Current (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Accounting Policies [Abstract] | ||
Raw materials | $ 1,788,868 | $ 1,066,105 |
Finished goods | 1,130,992 | 991,907 |
Total inventory | $ 2,919,860 | $ 2,058,012 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Less: Accumulated Depreciation | $ (2,859,809) | $ (1,848,568) |
Property and Equipment, net | 1,422,581 | 1,945,265 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment | 4,249,398 | 3,764,533 |
Office Equipment [Member] | ||
Property, Plant and Equipment | $ 32,992 | $ 29,000 |
OPTIONS AND WARRANTS - Schedule
OPTIONS AND WARRANTS - Schedule of Stock Option Awards (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Apr. 28, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||||
Number of Options, Outstanding, Beginning Balance | 2,272,900 | 2,434,000 | ||
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 1.09 | $ 1.09 | ||
Weighted-Average Remaining Contractual Term, Outstanding | 3 years 6 months | 4 years 6 months | 8 years | |
Number of Options, Granted | 1,790,000 | 0 | 0 | |
Exercise price of options granted | $ 1.29 | $ 0 | $ 0 | |
Number of Options, Exercised | (239,000) | (161,100) | ||
Weighted-Average Exercise Price, Exercised | $ 0.89 | $ 1.03 | ||
Weighted-Average Remaining Contractual Term, Exercised | 3 years 6 months | 4 years 6 months | ||
Number of Options, Expired/Forfeited | 0 | 0 | ||
Weighted-Average Exercise Price, Expired/Forfeited | $ 0 | $ 0 | ||
Number of Options, Outstanding, Ending Balance | 2,033,900 | 2,272,900 | 2,434,000 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ 1.11 | $ 1.09 | $ 1.09 | |
Number of Options, Exercisable | 1,684,925 | |||
Weighted-Average Exercise Price, Exercisable | $ 1.08 | |||
Weighted-Average Remaining Contractual Term, Exercisable | 3 years 6 months |
OPTIONS AND WARRANTS - Schedu_2
OPTIONS AND WARRANTS - Schedule of stockholders' equity note, warrants or rights, activity (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||
Number of warrants, Outstanding, Beginning Balance | 6,188,222 | 4,030,059 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 1.16 | $ 0.79 | |
Number of warrants, Granted | 0 | 4,252,541 | |
Weighted-Average Exercise Price, Granted | $ 0 | $ 1.40 | |
Number of warrants, Exercised | (3,974,000) | (2,092,052) | (3,900,000) |
Weighted-Average Exercise Price, Exercised | $ 0.63 | $ 0.90 | |
Number of warrants, Cancelled or Expired | (127,733) | (2,326) | |
Weighted-Average Exercise Price, Cancelled or Expired | $ 5.78 | $ 27.50 | |
Number of warrants, Outstanding, Ending Balance | 2,086,489 | 6,188,222 | 4,030,059 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ 1.80 | $ 1.16 | $ 0.79 |
Number of warrants, Exercisable | 2,086,489 | ||
Weighted-Average Exercise Price, Exercisable | $ 1.80 |
OPTIONS AND WARRANTS - Schedu_3
OPTIONS AND WARRANTS - Schedule of stock warrants outstanding and exercisable (Details) | 12 Months Ended | |||
Mar. 31, 2020$ / sharesshares | Mar. 31, 2020$ / sharesshares | Mar. 31, 2019shares | Mar. 31, 2018shares | |
Stock Warrants Outstanding And Exercisable [Line Items] | ||||
Number of warrants Outstanding | 2,086,489 | 2,086,489 | 6,188,222 | 4,030,059 |
2.06 [Member] | ||||
Stock Warrants Outstanding And Exercisable [Line Items] | ||||
Exercise price, warrants | (per share) | $ 2.90 | $ 2.06 | ||
Number of warrants Outstanding | 1,612,157 | 1,612,157 | ||
Weighted average remaining contractual life | 6 months | |||
0.90 [Member] | ||||
Stock Warrants Outstanding And Exercisable [Line Items] | ||||
Exercise price, warrants | $ / shares | $ 0.90 | |||
Number of warrants Outstanding | 474,332 | 474,332 | ||
Weighted average remaining contractual life | 2 months 12 days |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Income Tax Disclosure Abstract | ||
Deferred income tax assets: | $ 8,680,000 | $ 5,410,000 |
Valuation allowance | (8,680,000) | (5,410,000) |
Net total | $ 0 | $ 0 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Tax Rate Reconciliation (Details) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure Abstract | ||
Federal statutory tax rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 0.00% | 0.00% |
Change in valuation allowance | 21.00% | 21.00% |
Effective Tax Rate | 0.00% | 0.00% |
LEASES (Details)
LEASES (Details) | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
Operating lease right-of-use asset - current portion | $ 87,393 |
Operating lease right-of-use asset - non-current portion | 0 |
Total Operating lease right-of-use asset | 87,393 |
Operating lease liability - current portion | 99,389 |
Operating lease liability - non-current portion | 0 |
Total Operating lease liability | $ 99,389 |
Weighted average remaining lease term (in years): Operating leases | 9 months 29 days |
Weighted average discount rate: Operating leases | 7.00% |
LEASES - Schedule of maturities
LEASES - Schedule of maturities of undiscounted lease liabilities (Details) | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
Year ending March 31, 2021 | $ 102,488 |
Total lease payments | 102,488 |
Less: Imputed interest | (3,099) |
Total lease obligations | $ 99,389 |