Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2019 | Nov. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Right On Brands, Inc. | |
Entity Central Index Key | 0001580262 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 372,020,130 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Current assets | ||
Cash | $ 21,893 | $ 90,883 |
Accounts receivable, net of allowance | 28,696 | 24,184 |
Inventory | 244,715 | 213,957 |
Total current assets | 295,304 | 329,024 |
Non-current assets | ||
Property and equipment, net of depreciation | 24,291 | 27,451 |
Intangible assets, net of amortization | 614 | 768 |
Right of use asset (Note 8) | 114,000 | |
Total non-current assets | 138,905 | 28,219 |
Total assets | 434,209 | 357,243 |
Current liabilities | ||
Accounts payable | 84,524 | 66,689 |
Accrued interest payable | 37,316 | 30,337 |
Lease liability, current (Note 8) | 22,800 | |
Notes payable | 723,000 | 609,000 |
Convertible debt, net of discount | 193,347 | 347,473 |
Derivative liability | 656,609 | 1,034,939 |
Total current liabilities | 1,717,596 | 2,088,438 |
Lease liability, non-current (Note 8) | 91,200 | |
Total liabilities | 1,808,796 | 2,088,438 |
Commitments and contingencies (Note 8) | ||
Stockholders' deficit | ||
Common stock; par value $.001; 900,000,000 shares authorized 320,103,763 and 73,652,594 shares issued September 30, 2019 and March 31, 2019, respectively | 320,104 | 73,653 |
Additional paid-in capital | 9,859,300 | 8,295,767 |
Common stock issuable | 126,050 | 56,050 |
Accumulated deficit | (11,709,478) | (10,186,102) |
Total Right On Brands stockholders' deficit | (1,399,024) | (1,755,632) |
Noncontrolling interest | 24,437 | 24,437 |
Total stockholders' deficit | (1,374,587) | (1,731,195) |
Total liabilities and stockholders' deficit | 434,209 | 357,243 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit | ||
Series A Preferred stock; 10,000,000 shares authorized of $.001 par value; 5,000,000 and 5,000,000 shares issued September 30, 2019 and March 31, 2019, respectively | $ 5,000 | $ 5,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Mar. 31, 2019 |
Stockholders' deficit | ||
Common stock, shares par value | $ .001 | $ .001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 320,103,763 | 73,652,594 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, shares par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) | ||||
Revenue | $ 56,783 | $ 24,810 | $ 208,657 | $ 95,610 |
Cost of goods sold | 40,880 | 16,532 | 137,920 | 63,800 |
Gross profit | 15,903 | 8,278 | 70,737 | 31,810 |
Depreciation and amortization | 1,579 | 1,411 | 3,313 | 2,142 |
General and administrative | 95,674 | 38,204 | 237,830 | 77,869 |
Advertising and promotion | 39,471 | 6,165 | 48,931 | 25,386 |
Legal and professional | 85,776 | 18,752 | 131,927 | 26,578 |
Executive compensation | 23,000 | 23,000 | 18,000 | |
Consulting | 23,355 | 341,000 | 31,855 | 679,836 |
Inventory impairment | (12,160) | 52,729 | ||
Research and development | 15 | 337 | ||
Total operating expenses | 268,855 | 393,387 | 476,856 | 882,877 |
Other expenses | ||||
Interest expense | (199,123) | (27,076) | (489,904) | (204,833) |
Loss on interest settlement | (8,693) | |||
Change in fair value of derivative | 108,698 | (30,378) | (96,638) | 24,702 |
Financing costs | (319,788) | (319,788) | ||
Default penalty | (88,234) | (202,234) | ||
Total other expenses | (498,447) | (57,454) | (1,117,257) | (180,131) |
Net loss including noncontrolling interest | (751,399) | (442,563) | (1,523,376) | (1,031,198) |
Net income attributable to noncontrolling interest | 253 | |||
Net loss attributable to Right On Brands, Inc. | $ (751,399) | $ (442,563) | $ (1,523,376) | $ (1,030,945) |
Loss per share | ||||
Basic loss per share | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) |
Basic weighted average shares outstanding | 218,604,170 | 64,583,869 | 151,073,887 | 64,204,758 |
Statement Of Stockholder's Equi
Statement Of Stockholder's Equity (unaudited) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Payable | Accumulated Deficit | Noncontrolling Interest [Member] | Preferred Stock [Member] |
Balance, shares at Mar. 31, 2018 | 63,543,869 | 5,000,000 | |||||
Balance, amount at Mar. 31, 2018 | $ 2,980,015 | $ 63,544 | $ 6,513,979 | $ 474,000 | $ (4,100,945) | $ 24,437 | $ 5,000 |
Net Income (Loss) | (1,030,945) | $ (1,030,945) | $ (253) | ||||
Issuance of common stock for cash, amount | 51,000 | $ 1,000 | 5,000 | $ 45,000 | |||
Issuance of common stock for cash, shares | 1,000,000 | ||||||
Issuance of common stock for cash and warrants, shares | 40,000 | ||||||
Issuance of common stock for cash and warrants, amount | $ 10,000 | $ 40 | $ 9,960 | ||||
Balance, shares at Sep. 30, 2018 | 64,583,869 | 5,000,000 | |||||
Balance, amount at Sep. 30, 2018 | $ (2,009,817) | $ 64,584 | $ 6,528,939 | $ 519,000 | $ (5,131,890) | $ 24,184 | $ 5,000 |
Balance, shares at Mar. 31, 2019 | 73,652,594 | 5,000,000 | |||||
Balance, amount at Mar. 31, 2019 | $ (1,731,195) | $ 73,653 | $ 8,295,767 | $ 56,050 | $ (10,186,102) | $ 24,437 | $ 5,000 |
Net Income (Loss) | (1,523,376) | $ (1,523,376) | |||||
Issuance of common stock for cash, amount | 115,000 | $ 1,250 | 23,750 | 90,000 | |||
Conversion of debt and interest to common stock, shares | 24,520,169 | ||||||
Warrants issued as financing costs, amount | 24,100 | 24,100 | |||||
Issuance of common stock for cash, shares | 1,250,000 | ||||||
Issuance of common stock for cash and warrants, amount | 25,000 | ||||||
Conversion of debt and interest to common stock, amount | $ 1,740,884 | $ 245,201 | $ 1,515,683 | $ (20,000) | |||
Balance, shares at Sep. 30, 2019 | 320,103,763 | ||||||
Balance, amount at Sep. 30, 2019 | $ (1,374,587) | $ 320,104 | $ 9,859,300 | $ 126,050 | $ (11,709,478) | $ 24,437 | $ 5,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows provided by (used in) operating activities | ||
Net loss | $ (1,523,376) | $ (1,030,945) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 3,313 | 2,142 |
Amortization of prepaid stock compensation | 674,877 | |
Change in fair value of derivative | 96,638 | 63,888 |
Amortization of debt discount | 435,187 | 107,192 |
Financing costs for debt conversion | 319,788 | |
Loss on interest settlement | 8,693 | |
Default penalties | $ 202,234 | |
Common stock payable issued | (20,000) | |
(Increase) decrease in assets | ||
Accounts receivable | $ (4,512) | $ (37,904) |
Prepaid expense | 6,649 | |
Inventory | (30,758) | (47,393) |
Increase (decrease) in liabilities | ||
Accounts payable | 17,835 | 36,730 |
Accrued interest payable | 54,717 | 7,798 |
Net cash (used in) operating activities | (440,240) | (216,966) |
Cash flows from investing activities | ||
Deposits | 2,000 | |
Net cash from investing activities | 2,000 | |
Cash flows from financing activities | ||
Proceeds from convertible debt | 256,250 | 125,000 |
Proceeds from issuances of common stock | 115,000 | 61,000 |
Net cash provided by financing activities | 371,250 | 186,000 |
Decrease in cash | (68,990) | (28,966) |
Cash-beginning of period | 90,883 | 47,506 |
Cash-end of period | 21,893 | 18,540 |
Right of use asset and liability, office lease (Note 8) | 136,800 | |
Recognition of right of use asset and lease liability | 22,800 | |
Convertible debt converted into common stock | 753,222 | |
Penalty accrued as note payable | 121,091 | |
Debt discount at convertible note origination | 272,400 | |
Derivative at convertible note origination | 552,666 | |
Accrued interest converted to common stock | $ 47,738 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | The interim unaudited condensed financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) on the same basis as the annual financial statements; and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these condensed financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended March 31, 2019 filed with the SEC on form 10-K/A on July 29, 2019. Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications had no effect on the previously reported net loss. Formation and Business Activity Right on Brands, Inc. (“we” or “the Company” or “Right On Brands”) was incorporated under the laws of the State of Nevada on April 1, 2011, as HealthTalk Live, Inc. On August 10, 2017, the Company amended is articles of incorporation and changed its name to Right On Brands, Inc. On August 31, 2017 the Company common shares commenced trading under the new stock symbol OTC Pink: RTON. Right On Brands is a health and wellness focused company developing and marketing our brands. Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Property and Equipment Property and equipment are stated at cost. Depreciation is provided by the straight-line method over the useful lives of the related assets, from one to five years. The cost of building the Company's website has been capitalized and amortized over a period of three years. Expenditures for minor enhancements and maintenance are expensed as incurred. Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). As of September 30, 2019, and March 31, 2019, inventory consisted of the following: As of September 30, 2019 As of March 31, 2019 Raw materials $ 6,843 $ 43,796 Work-in-process 30,611 30,611 Finished Goods 207,261 139,550 Ending Balance $ 244,715 $ 213,957 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition We recognize revenue when our performance obligation is satisfied. Our primary performance obligation (the distribution and sales of hemp products) is satisfied upon the shipment or delivery of products to our customers, which is also when control is transferred. The transfer of control of products to our customers is typically based on written sales terms that do not allow for a right of return after 30 days from the date of purchase. Our products are sold for cash or on credit terms. Our credit terms, which are established in accordance with local and industry practices, typically require payment within 30 days of delivery, and may allow discounts for early payment. We estimate and reserve for our bad debt exposure based on our experience with past due accounts and collectability, the aging of accounts receivable and our analysis of customer data. Income Taxes The Company is subject to income taxes in the U.S. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In accordance with the Financial Accounting Standards Board (FASB) ASC Topic 740, "Income Taxes," the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. The Company accounts for income tax under the provisions of FASB ASC Topic 740, "Income Taxes", which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. Fair Value of Financial Instruments In accordance with the reporting requirements of ASC Topic 825, Financial Instruments Consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the three months ended September 30, 2019 and 2018, except as disclosed. Fair Value Measurement The Company did not have any Level 1 or Level 2 assets and liabilities at September 30, 2019 and 2018. The derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the six months ended September 30, 2019: Balance at March 31, 2019 $ 1,034,939 ) Additions to derivative liability for new debt 552,666 Additions to derivative liability for penalty 81,143 Reclass to equity upon conversion/cancellation (1,108,777 ) Change in fair value 96,638 Balance at September 30, 2019 $ 656,609 ) From time to time, the Company enters into convertible promissory note agreements (Note 5). These notes are convertible at a fraction of the stock closing price near the conversion date. Additionally, the conversion price, as well as other terms including interest rates, adjust if any future financings have more favorable terms. The conversion features of these notes meet the definition of a derivative which therefore requires bifurcation and are accounted for as a derivative liability. The Company estimated the fair value of the conversion feature derivatives embedded in the convertible promissory notes based on assumptions used in the Black Scholes pricing model. At September 30, 2019 and March 31, 2019, the fair value of the derivative liabilities of convertible notes was estimated using the following weighted-average inputs: the price of the Company’s common stock of $0.0044 and $0.045, respectively; a risk-free interest rate ranging from 2.32% to 2.62%, and expected volatility of the Company’s common stock ranging from 158% to 535%, various estimated exercise prices, and terms under one year. Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC Topic 815, Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. Earnings (Loss) Per Share Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had no potential additional dilutive securities outstanding at September 30, 2019, except as follows: Potential additional common stock shares Potentially dilutive security: Preferred stock 25,000,000 Warrants 5,730,000 Options 8,000,000 Convertible debt 136,138,811 Potentially dilutive securities 174,868,811 During the six months ended September 30, 2019 stock warrants for 750,000 shares were issued in connection with financing from Noteholder 3. An additional warrant to purchase 500,000 shares was issued with a subscription agreement September 16, 2019. A summary of the status of the Company’s option and warrant grants as of September 30, 2019 and the changes during the fiscal quarter then ended is presented below: Weighted-Average Shares Exercise Price Outstanding, March 31, 2019 12,480,000 $ 0.17 Granted 1,250,000 .05 Exercised - - Expired - - Outstanding, September 30, 2019 13,730,000 $ 0.16 Options exercisable at September 30, 2019 13,730,000 $ 0.16 Recent Accounting Pronouncements During the quarter ended September 30, 2019, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. In February 2016, the FASB issued ASU 2016-02, Leases |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2. GOING CONCERN | The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. As of September 30, 2019, the Company had an accumulated deficit of $11,709,478 and for the six months ended September 30, 2019 and 2018, the Company incurred net losses of $1,523,376 and $1,030,945, respectively. The Company has had minimal revenue earned since inception and a lack of operational history. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. While the Company is attempting to generate greater revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of additional public and/or private offerings of its stock and/or debt and/or convertible debt. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 3. PROPERTY AND EQUIPMENT | As of September 30, 2019 As of March 31, 2019 Website development $ 88,965 $ 88,965 Automobile 31,596 31,596 Studio and office equipment 5,957 5,957 Tenant improvements 11,135 11,135 137,653 137,653 Less: accumulated depreciation (113,362 ) (110,202 ) Ending Balance $ 24,291 $ 27,451 Depreciation expense for the six months ended September 30, 2019 and 2018 was $3,160 and $1,360, respectively. The Company also has capitalized intangible assets consisting of trademarks valued at a cost of $1,024 as of September 30, 2019 and March 31, 2019. Amortization expense for the six months ended September 30, 2019 and 2018 was $153 and $782, respectively. |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 6 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 4. NONCONTROLLING INTEREST | Investments in partnerships, joint ventures and less-than-majority-owned subsidiaries in which we have significant influence are accounted for under the equity method. As of March 31, 2018, the Company's consolidated financial statements includes a venture for the development of a commercial bottled water operation near Browning, Montana. The new venture is operated through Spring Hill Water Company, LLC, a Nevada limited liability company ("Spring Hill"). Spring Hill is 49% owned by our newly-formed subsidiary corporation, Humble Water Company, and 51% owned by Doore, LLC. Doore, LLC, which serves as the manager of Spring Hill, has contributed the land and water source to be used in the new operation through a Land & Water Lease Agreement under which Spring Hill will have the use of 2 acres of land and no less than 5 acre-feet of water for an initial term of 25 years and at a lease rate of $1 per year. Through Humble Water Company, our initial capital contribution to Spring Hill was approximately $100,000 to be used in commencing operations. In addition, we have committed to provide additional capital to be used for a bottling facility and equipment, in an amount up to $530,000, by January 1, 2020. Should we fail to provide this additional capital, our ownership percentage in Spring Hill will be reduced from 49% to 20%. Although we hold a minority ownership percentage in Spring Hill, we will have voting control over the company with 75% of the voting membership units. Further, 100% of the losses, expenditures, and deductions from Spring Hill will be allocated to our subsidiary, Humble Water Company. The activity of Spring Hill is accounted for under the voting interest method and we consolidate 100% of the business activity and record 25% of noncontrolling interest on the balance sheet and 0% of the net losses based on the terms of the agreement. As of September 30, 2019, the noncontrolling interest was $24,437 in the accompanying consolidated financial statements. As of September 30, 2019, our total investment into Spring Hill to date was $101,470. Since entering into the venture, there have been no significant operations or expenditures in the joint venture except for expensing the remainder of the prepaid lease due to the low likelihood of utilization. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 6 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 5. CONVERTIBLE DEBT | During October 2016, the Company extinguished $129,549 of debt in exchange for 5,000,000 shares of newly issued common stock. The original note had a maturity date of November 11, 2016 and no interest rate. A total of 4,200,000 shares were issued to three of the four noteholders. As of December 31, 2016, the remaining balance of 800,000 shares of common stock was pending issuance to one noteholder, so common stock payable of $474,000 was recorded in the accompanying consolidated statement of stockholders’ equity. As of 2019 the shares are still pending issuance; accordingly, the Company reclassified the amount due to the noteholder to notes payable at the fair value of the common stock. On July 7, 2016, the Company issued a convertible promissory note with an entity for $25,000. The unsecured note bears interest at 6% per annum and is due on January 7, 2017. This note is convertible at $0.10 per share and can be converted on or before the maturity date which was extended to March 30, 2020. The Company and lender mutually agreed to extend the maturity date of the note. On November 21, 2017, the Company issued a convertible promissory note with an entity for $20,000. The unsecured note bears interest at 6% per annum and was due on May 21, 2018 but was extended. This note is convertible at $0.20 per share and can be converted on or before the maturity date. See note 7. On February 12, 2019, Noteholder 1 submitted a notice of conversion for $125,000 principal and $11,250 accrued interest after the note was in default. The note terms provided a $3,000 daily fee for failure to deliver common stock prior to a deadline of two days after the conversion notice. The shares due under the conversion were not issued until May 8, 2019. Accordingly, an additional note payable of $135,000 was recorded as a penalty at March 31, 2019. An additional $114,000 was accrued as a penalty during the quarter ended June 30, 2019. At September 30, 2019, the Company's convertible promissory notes and related debt discount and derivative liability are summarized as follows: Gross Gross amount Net amounts Corresponding amount offset by of liabilities Derivative Note holder of liability debt discount presented Balance Noteholder 2 $ 21,487 $ - $ 21,487 $ 19,718 Noteholder 3 37,125 15,996 21,129 53,301 Noteholder 4 9,441 - 9,441 13,876 Noteholder 5 249,900 223,339 26,561 463,775 Noteholder 6 69,116 1,387 67,729 105,939 Other notes 47,000 - 47,000 - $ 434,069 $ 240,722 $ 193,347 $ 656,609 During the six months ended September 30, 2019, six convertible note holders submitted notices of conversion for a portion of the principal and interest owing to them totaling $800,960. The conversions resulted in the settlement of $1,108,777 of the derivative liability, an $8,693 loss on settlement of interest payable, and the issuance of 245,201,169 shares of common stock. The convertible debt held by noteholder 6 is in default at September 30, 2019. At the noteholders’ discretion, if notice is given to the Company, additional penalties of approximately $104,000 would be due. As of November 14, 2019, the Company has not received notices of default from the noteholder. These fiscal 2019 note agreements require a certain number of shares be reserved so that they are readily available for note conversion. As of September 30, 2019 and March 31, 2019, we had approximately 530 million shares and 398 million shares, respectively, of our common stock reserved or designated for future issuance upon conversion of outstanding convertible promissory notes. As of September 30, 2019, four notes had fewer shares reserved than required under the terms of the note agreements. During the six months ended September 30, 2019 and 2018, respectively, interest expense was $54,717 and $97,642. During the six months ended September 30, 2019 and 2018, respectively, amortization of debt discount was $435,187 and $107,191. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 6. STOCKHOLDERS' EQUITY | Series A Preferred Stock The Series A Preferred Stock is convertible to common stock at a rate of five shares for every share held and the holder(s) have the right to cast a total of fifty-percent (50%) plus one votes on all matters submitted to a vote of holder of the Company’s common stock. Our Series A Preferred Stock ranks equally, on an as-converted basis, to our common stock with respect to rights upon winding up, dissolution, or liquidation. Our Series A Preferred Stock does not have any special dividend rights. On October 1, 2016, the Company issued 5,000,000 shares of our Series A Preferred Stock to Daniel Crawford in exchange for 10,000,000 shares of Series A Preferred Stock in Humbly Hemp. Common Stock During the six months ended September 30, 2019, the Company issued a total of 245,201,169 shares of common stock to six noteholders in connection with the settlement of principal and interest totaling $800,960. During the six months ending September 30, 2019, the Company issued several subscription agreements for the purchase of common stock by various investors at a price ranging from $.0025 to $.03. A total of 1,250,000 shares of common stock were issued during the quarter ended June 30, 2019 for cash proceeds received totaling $25,000. An additional 18,166,000 shares are to be issued; accordingly, common stock payable was recorded of $90,000 related to these shares. |
RELATED PARTY
RELATED PARTY | 6 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 7. RELATED PARTY | During December 2017, the Company entered into a consulting agreement with Dr. Ashok Patel, our current President, to serve as Director of Product Development. Consideration for services under the agreement provided for the issuance of 700,000 shares of common stock of the Company at the time of execution of the agreement, and the following two anniversaries of the agreement. At September 30, 2019, the first anniversary shares have yet to be issued. Accordingly, they are reported in the accompanying consolidate statement of stockholders’ equity (deficit) as common stock payable. The trustee of La Dulce Vita Trust (LDVT) is the aunt of Daniel Crawford, the Company’s majority voting holder and the sister of Jerry Grisaffi, the Company’s CEO and Board of Directors Chairman. At September 30, 2019 and March 31, 2019, $474,000 is owed to LDVT reported in notes payable, and $22,000 is included in convertible debt on the accompanying consolidated balance sheets. On April 16, 2018, the Company entered into an operating agreement with Centre Manufacturing, Inc. ("Centre") and formed an LLC owned 51% by the Company and 49% owned by Centre, but all income and losses will be split evenly. The owner of Centre is the President of the Company. On June 19, 2018, the Company formed a majority owned subsidiary, Endo & Centre Venture LLC. No significant activity has occurred during the six months ended September 30, 2019 and 2018, respectively. During the six months ended September 30, 2019 and 2018, the Company purchased inventory totaling $2,761 and $53,936 from Centre, respectively. The Company owed Centre $0 and $18,531, respectively, at September 30, 2019 and March 31, 2019 which is included in accounts payable on the accompanying consolidated balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 8. COMMITMENTS AND CONTINGENCIES | On April 1, 2019 the Company entered into an office and warehouse lease of approximately 5,700 square feet in Carrollton, Texas. At the inception of the lease, the Company adopted ASC 842 requiring the recording of assets and liabilities related to leases on the balance sheet. The Company records rent on straight-line basis over the terms of the underlying lease. Rent expense for the six months ended September 30, 2019 and 2018 was $11,400 and $0, respectively. Aggregate future lease liability expense under ASC 842 are as follows: Years Ending March 31, Amount 2020 $ 22,800 2021 45,600 2022 45,600 $ 114,400 There is a dispute between the Company and the holder of a convertible note regarding the timing of the conversion. As of September 30, 2019, the full amount of the penalty has been recorded on the accompanying consolidated balance sheet, and neither side has filed formal legal proceedings against the other side and negotiations are ongoing to resolve the matter. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 9. SUBSEQUENT EVENTS | On October 1, 2019 the Company appointed five members to an advisory board and issued each member a warrant convertible into 1,000,000 shares of common stock at $.01 per share. On October 10, 2019, the Company’s Board of Directors approved an increase in the number of authorized shares to 8,000,000,000. On October 14, 2019, the Company issued a convertible promissory note with Noteholder 5 for $68,250. The unsecured note bears interest at 12% per annum and is due on October 14, 2020. The note is convertible into shares of the Company’s stock at a variable conversion price, resulting in the recognition of a derivative liability of $55,545 at issuance. On October 29, 2019, the Company authorized the issuance of 10,000,000 shares of common stock to a stockholder for the payment of $10,000 in expenses on behalf of the Company. Subsequent to September 30, 2019 the Company issued common stock for settlement of convertible debt as summarized below: Noteholder Shares Issued Debt Converted Noteholder 6 44,718,196 $ 31,664 Noteholder 4 6,198,171 9,441 50,916,367 $ 41,105 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Formation and Business Activity | Right on Brands, Inc. (“we” or “the Company” or “Right On Brands”) was incorporated under the laws of the State of Nevada on April 1, 2011, as HealthTalk Live, Inc. On August 10, 2017, the Company amended is articles of incorporation and changed its name to Right On Brands, Inc. On August 31, 2017 the Company common shares commenced trading under the new stock symbol OTC Pink: RTON. Right On Brands is a health and wellness focused company developing and marketing our brands. |
Cash and Cash Equivalents | The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents |
Property and Equipment | Property and equipment are stated at cost. Depreciation is provided by the straight-line method over the useful lives of the related assets, from one to five years. The cost of building the Company's website has been capitalized and amortized over a period of three years. Expenditures for minor enhancements and maintenance are expensed as incurred. |
Inventory | Inventories are stated at the lower of cost (average cost) or market (net realizable value). As of September 30, 2019, and March 31, 2019, inventory consisted of the following: As of September 30, 2019 As of March 31, 2019 Raw materials $ 6,843 $ 43,796 Work-in-process 30,611 30,611 Finished Goods 207,261 139,550 Ending Balance $ 244,715 $ 213,957 |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | We recognize revenue when our performance obligation is satisfied. Our primary performance obligation (the distribution and sales of hemp products) is satisfied upon the shipment or delivery of products to our customers, which is also when control is transferred. The transfer of control of products to our customers is typically based on written sales terms that do not allow for a right of return after 30 days from the date of purchase. Our products are sold for cash or on credit terms. Our credit terms, which are established in accordance with local and industry practices, typically require payment within 30 days of delivery, and may allow discounts for early payment. We estimate and reserve for our bad debt exposure based on our experience with past due accounts and collectability, the aging of accounts receivable and our analysis of customer data. |
Income Taxes | The Company is subject to income taxes in the U.S. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In accordance with the Financial Accounting Standards Board (FASB) ASC Topic 740, "Income Taxes," the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. The Company accounts for income tax under the provisions of FASB ASC Topic 740, "Income Taxes", which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized. |
Fair Value of Financial Instruments | In accordance with the reporting requirements of ASC Topic 825, Financial Instruments Consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the three months ended September 30, 2019 and 2018, except as disclosed. |
Fair Value Measurement | The Company did not have any Level 1 or Level 2 assets and liabilities at September 30, 2019 and 2018. The derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the six months ended September 30, 2019: Balance at March 31, 2019 $ 1,034,939 ) Additions to derivative liability for new debt 552,666 Additions to derivative liability for penalty 81,143 Reclass to equity upon conversion/cancellation (1,108,777 ) Change in fair value 96,638 Balance at September 30, 2019 $ 656,609 ) From time to time, the Company enters into convertible promissory note agreements (Note 5). These notes are convertible at a fraction of the stock closing price near the conversion date. Additionally, the conversion price, as well as other terms including interest rates, adjust if any future financings have more favorable terms. The conversion features of these notes meet the definition of a derivative which therefore requires bifurcation and are accounted for as a derivative liability. The Company estimated the fair value of the conversion feature derivatives embedded in the convertible promissory notes based on assumptions used in the Black Scholes pricing model. At September 30, 2019 and March 31, 2019, the fair value of the derivative liabilities of convertible notes was estimated using the following weighted-average inputs: the price of the Company’s common stock of $0.0044 and $0.045, respectively; a risk-free interest rate ranging from 2.32% to 2.62%, and expected volatility of the Company’s common stock ranging from 158% to 535%, various estimated exercise prices, and terms under one year. |
Convertible Instruments | The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC Topic 815, Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. |
Earnings (Loss) Per Share | Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had no potential additional dilutive securities outstanding at September 30, 2019, except as follows: Potential additional common stock shares Potentially dilutive security: Preferred stock 25,000,000 Warrants 5,730,000 Options 8,000,000 Convertible debt 136,138,811 Potentially dilutive securities 174,868,811 During the six months ended September 30, 2019 stock warrants for 750,000 shares were issued in connection with financing from Noteholder 3. An additional warrant to purchase 500,000 shares was issued with a subscription agreement September 16, 2019. A summary of the status of the Company’s option and warrant grants as of September 30, 2019 and the changes during the fiscal quarter then ended is presented below: Weighted-Average Shares Exercise Price Outstanding, March 31, 2019 12,480,000 $ 0.17 Granted 1,250,000 .05 Exercised - - Expired - - Outstanding, September 30, 2019 13,730,000 $ 0.16 Options exercisable at September 30, 2019 13,730,000 $ 0.16 |
Recent Accounting Pronouncements | During the quarter ended September 30, 2019, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. In February 2016, the FASB issued ASU 2016-02, Leases |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | |
Schedule of Inventory | As of September 30, 2019 As of March 31, 2019 Raw materials $ 6,843 $ 43,796 Work-in-process 30,611 30,611 Finished Goods 207,261 139,550 Ending Balance $ 244,715 $ 213,957 |
Summary of activity of derivative liabilities | Balance at March 31, 2019 $ 1,034,939 ) Additions to derivative liability for new debt 552,666 Additions to derivative liability for penalty 81,143 Reclass to equity upon conversion/cancellation (1,108,777 ) Change in fair value 96,638 Balance at September 30, 2019 $ 656,609 ) |
Summary of potential additional dilutive securities outstanding | Potential additional common stock shares Potentially dilutive security: Preferred stock 25,000,000 Warrants 5,730,000 Options 8,000,000 Convertible debt 136,138,811 Potentially dilutive securities 174,868,811 |
Summary of option and warrant grants | Weighted-Average Shares Exercise Price Outstanding, March 31, 2019 12,480,000 $ 0.17 Granted 1,250,000 .05 Exercised - - Expired - - Outstanding, September 30, 2019 13,730,000 $ 0.16 Options exercisable at September 30, 2019 13,730,000 $ 0.16 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
PROPERTY AND EQUIPMENT (Tables) | |
Summary of Property And Equipment | As of September 30, 2019 As of March 31, 2019 Website development $ 88,965 $ 88,965 Automobile 31,596 31,596 Studio and office equipment 5,957 5,957 Tenant improvements 11,135 11,135 137,653 137,653 Less: accumulated depreciation (113,362 ) (110,202 ) Ending Balance $ 24,291 $ 27,451 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
CONVERTIBLE DEBT (Tables) | |
Summary of convertible debt | Gross Gross amount Net amounts Corresponding amount offset by of liabilities Derivative Note holder of liability debt discount presented Balance Noteholder 2 $ 21,487 $ - $ 21,487 $ 19,718 Noteholder 3 37,125 15,996 21,129 53,301 Noteholder 4 9,441 - 9,441 13,876 Noteholder 5 249,900 223,339 26,561 463,775 Noteholder 6 69,116 1,387 67,729 105,939 Other notes 47,000 - 47,000 - $ 434,069 $ 240,722 $ 193,347 $ 656,609 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES (Tables) | |
Summary of aggregate future lease liability expense | Years Ending March 31, Amount 2020 $ 22,800 2021 45,600 2022 45,600 $ 114,400 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
SUBSEQUENT EVENTS (Tables) | |
Summary of common stock for settlement of convertible debt | Noteholder Shares Issued Debt Converted Noteholder 6 44,718,196 $ 31,664 Noteholder 4 6,198,171 9,441 50,916,367 $ 41,105 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | ||
Raw materials | $ 6,843 | $ 43,796 |
Work-in-process | 30,611 | 30,611 |
Finished Goods | 207,261 | 139,550 |
Ending Balance | $ 244,715 | $ 213,957 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 6 Months Ended |
Sep. 30, 2019USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | |
Derivative liabilities beginning balance | $ 1,034,939 |
Additions to derivative liability for new debt | 552,666 |
Additions to derivative liability for penalty | 81,143 |
Reclass to equity upon conversion/cancellation | (1,108,777) |
Change in fair value | 96,638 |
Derivative liabilities Ending balance | $ 656,609 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 6 Months Ended |
Sep. 30, 2019shares | |
Potentially dilutive securities: | |
Potentially dilutive securities | 174,868,811 |
Convertible Debt [Member] | |
Potentially dilutive securities: | |
Potentially dilutive securities | 136,138,811 |
Warrants [Member] | |
Potentially dilutive securities: | |
Potentially dilutive securities | 5,730,000 |
Options [Member] | |
Potentially dilutive securities: | |
Potentially dilutive securities | 8,000,000 |
Preferred Stock [Member] | |
Potentially dilutive securities: | |
Potentially dilutive securities | 25,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 6 Months Ended |
Sep. 30, 2019$ / sharesshares | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | |
Number of Shares Outstanding, March 31, 2019 | shares | 12,480,000 |
Number of shares, Granted | shares | 1,250,000 |
Number of shares, Exercised | shares | |
Number of shares, Expired | shares | |
Number of Shares Outstanding, September 30, 2019 | shares | 13,730,000 |
Number of shares, Options exercisable at September 30, 2019 | shares | 13,730,000 |
Weighted Average Exercise Price Outstanding, March 31, 2019 | $ / shares | $ 0.17 |
Weighted average Exercise Price, Granted | $ / shares | 0.05 |
Weighted average Exercise Price, Exercised | $ / shares | |
Weighted average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price Outstanding, March 31, 2019 | $ / shares | 0.16 |
Weighted average Exercise Price, Options exercisable at September 30, 2019 | $ / shares | $ 0.16 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - $ / shares | 6 Months Ended | |
Sep. 30, 2019 | Sep. 16, 2019 | |
Date of incorporation | Apr. 1, 2011 | |
State of incorporation | Nevada | |
Period of sale return | 30 days | |
Building [Member] | ||
Period of amortization | 3 years | |
Maximum [Member] | Property and Equipment [Member] | ||
Estimated useful lives | 5 years | |
Minimum [Member] | Property and Equipment [Member] | ||
Estimated useful lives | 1 year | |
Derivative liability of convertible notes [Member] | Maximum [Member] | ||
Common stock price per share | $ 0.045 | |
Risk free interest rate | 2.62% | |
Expected volatility rate | 535.00% | |
Derivative liability of convertible notes [Member] | Minimum [Member] | ||
Common stock price per share | $ 0.0044 | |
Risk free interest rate | 2.32% | |
Expected volatility rate | 158.00% | |
Warrants [Member] | ||
Common stock shares reserved for future issuance | 750,000 | |
Additional warrant [Member] | ||
Common stock shares reserved for future issuance | 500,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | |
GOING CONCERN (Details Narrative) | |||||
Accumulated deficit | $ (11,709,478) | $ (11,709,478) | $ (10,186,102) | ||
Net loss | $ (751,399) | $ (442,563) | $ (1,523,376) | $ (1,030,945) |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Property and equipment, gross | $ 137,653 | $ 137,653 |
Less: accumulated depreciation and amortization | (113,362) | (110,202) |
Ending balance | 24,291 | 27,451 |
Website development [Member] | ||
Property and equipment, gross | 88,965 | 88,965 |
Automobile [Member] | ||
Property and equipment, gross | 31,596 | 31,596 |
Studio and office equipment [Member] | ||
Property and equipment, gross | 5,957 | 5,957 |
Tenant Improvements [Member] | ||
Property and equipment, gross | $ 11,135 | $ 11,135 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
PROPERTY AND EQUIPMENT (Details Narrative) | ||
Depreciation expense | $ 3,160 | $ 1,360 |
Amortization expense | 153 | $ 782 |
Capitalized intangible assets | $ 1,024 |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Sep. 30, 2019 | Mar. 31, 2019 | |
Investments | $ 101,470 | ||
Noncontrolling interest | $ 24,437 | $ 24,437 | |
Spring Hill Water Company [Member] | |||
Voting membership units, percentage | 75.00% | ||
Lease agreement description | Spring Hill will have the use of 2 acres of land and no less than 5 acre-feet of water for an initial term of 25 years and at a lease rate of $1 per year | ||
Capital contribution | $ 100,000 | ||
Lease term | 25 years | ||
Lease rate per year | $ 1 | ||
Losses,expenditures, and deductions Percentage | 100.00% | ||
Terms of the agreement description | The activity of Spring Hill is accounted for under the voting interest method and we consolidate 100% of the business activity and record 25% of noncontrolling interest on the balance sheet and 0% of the net losses based on the terms of the agreement | ||
Humble Water Company [Member] | |||
Ownership percentage | 49.00% | ||
Doore, LLC [Member] | |||
Ownership percentage | 51.00% | ||
Bottling Facility And Equipment [Member] | |||
Commitment to additional capital | $ 530,000 | ||
Commitment to additional capital term | 3 years | ||
Failure commitment to additional capital contrbution | Should we fail to provide this additional capital within the next 3 years, our ownership percentage in Spring Hill will be reduced from 49% to 20% |
CONVERTIBLE DEBT (Details )
CONVERTIBLE DEBT (Details ) - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Mar. 31, 2019 | |
Derivative liability balance at March 31, 2019 | $ 656,609 | $ 1,034,939 |
Noteholder 4 [Member] | ||
Gross amount of liability | 9,441 | |
Gross amount offset by debt discount | ||
Net amounts of liabilities presented | 9,441 | |
Derivative liability balance at March 31, 2019 | 13,876 | |
Noteholder 2 [Member] | ||
Gross amount of liability | 21,487 | |
Gross amount offset by debt discount | ||
Net amounts of liabilities presented | 21,487 | |
Derivative liability balance at March 31, 2019 | 19,718 | |
Noteholder 3 [Member] | ||
Gross amount of liability | 37,125 | |
Gross amount offset by debt discount | 15,996 | |
Net amounts of liabilities presented | 21,129 | |
Derivative liability balance at March 31, 2019 | 53,301 | |
Noteholder 6 [Member] | ||
Gross amount of liability | 69,116 | |
Gross amount offset by debt discount | 1,387 | |
Net amounts of liabilities presented | 67,729 | |
Derivative liability balance at March 31, 2019 | 105,939 | |
Noteholder 5 [Member] | ||
Gross amount of liability | 249,900 | |
Gross amount offset by debt discount | 223,339 | |
Net amounts of liabilities presented | 26,561 | |
Derivative liability balance at March 31, 2019 | 463,775 | |
Other Notes [Member] | ||
Gross amount of liability | 47,000 | |
Gross amount offset by debt discount | ||
Net amounts of liabilities presented | 47,000 | |
Derivative liability balance at March 31, 2019 | ||
Total [Member] | ||
Gross amount of liability | 434,069 | |
Gross amount offset by debt discount | 240,722 | |
Net amounts of liabilities presented | 193,347 | |
Derivative liability balance at March 31, 2019 | $ 656,609 |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) | Feb. 12, 2019 | Oct. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2016 |
Interest expenses | $ 54,717 | $ 97,642 | |||||||
Accrued interest payable | $ 51,023 | 51,023 | $ 30,337 | ||||||
Reclass to equity upon conversion/cancellation | (1,108,777) | ||||||||
Loss on interest settlement | (8,693) | ||||||||
Debt instrument converted amount | $ 1,740,884 | ||||||||
Conversion of debt and interest to common stock | 245,201,169 | ||||||||
Amortization of debt discount | $ 435,187 | $ 107,191 | |||||||
Common stock, shares issued | 141,956,991 | 141,956,991 | 73,652,594 | ||||||
Common stock, shares issued | 320,103,763 | 320,103,763 | 73,652,594 | ||||||
November 21, 2017 [Member] | |||||||||
Convertible note payable | $ 20,000 | $ 20,000 | |||||||
Interest rate | 6.00% | 6.00% | |||||||
Debt conversion price | $ 0.20 | $ 0.20 | |||||||
Maturity date | May 21, 2018 | ||||||||
July 7, 2016 [Member] | |||||||||
Convertible note payable | $ 25,000 | $ 25,000 | |||||||
Interest rate | 6.00% | 6.00% | |||||||
Debt conversion price | $ 0.10 | $ 0.10 | |||||||
Extended maturity date | Mar. 30, 2020 | ||||||||
April 11, 2016 [Member] | |||||||||
Convertible note payable | $ 10,000 | $ 10,000 | |||||||
Interest rate | 8.00% | 8.00% | |||||||
Debt conversion price | $ 0.01 | $ 0.01 | |||||||
Maturity date | Feb. 7, 2017 | ||||||||
Extended maturity date | Mar. 10, 2017 | ||||||||
Convertible note principal amount, amount | $ 1,000 | $ 7,000 | |||||||
Convertible note principal amount converted into common stock, shares | 100,000 | 700,000 | |||||||
Convertible Debt [Member] | |||||||||
Common stock, shares issued | 5,000,000 | ||||||||
Extinguishment of debt | $ 129,549 | ||||||||
Convertible promissory note [Member] | |||||||||
Shares issuable upon conversion of convertible debt | 530,000,000 | 530,000,000 | 398,000,000 | ||||||
Noteholders One [Member] | |||||||||
Shares issuable upon conversion of convertible debt | 800,000 | ||||||||
Notice of debt conversion, principal | $ 125,000 | ||||||||
Notice of debt conversion, accrued interest | 11,250 | ||||||||
Periodic penalty upon failure to deliver common stock upon notice | $ 3,000 | ||||||||
Frequency of periodic payments | Daily | ||||||||
Note payable recognized as a penalty | $ 135,000 | ||||||||
Additional penalty | $ 114,000 | $ 114,000 | |||||||
Debt in default, description | The convertible debt held by noteholder 6 is in default at September 30, 2019. At the noteholders’ discretion, if notice is given to the Company, additional penalties of approximately $104,000 would be due | ||||||||
Common stock payable, fair value | $ 474,000 | ||||||||
Noteholders Three [Member] | |||||||||
Common stock, shares issued | 4,200,000 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Oct. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Oct. 01, 2016 | |
Common stock payable, amount | $ 90,000 | ||||
Common stock payable, shares | 18,166,000 | ||||
Issuance of common stock for cash, Shares | 1,250,000 | ||||
Issuance of common stock for cash, Amount | $ 25,000 | $ 10,000 | |||
Debt instrument converted amount | $ 800,960 | ||||
Conversion of debt and interest to common stock | 245,201,169 | ||||
Series A Preferred Stock [Member] | |||||
Convertible preferred stock, terms of conversion feature | The Series A Preferred Stock is convertible to common stock at a rate of five shares for every share held and the holder(s) have the right to cast a total of fifty-percent (50%) plus one votes on all matters submitted to a vote of holder of the Company;s common stock. | ||||
Preferred Shares issued | 5,000,000 | 5,000,000 | |||
Investor [Member] | Subsequent Event [Member] | |||||
Common stock price per share | $ 0.005 | ||||
Investor [Member] | Minimum [Member] | |||||
Common stock price per share | 0.0025 | ||||
Investor [Member] | Maximum [Member] | |||||
Common stock price per share | $ 0.03 | ||||
Daniel Crawford [Member] | Series A Preferred Stock [Member] | |||||
Preferred Shares issued | 5,000,000 | ||||
Exchange Shares | 10,000,000 |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | |||
Apr. 16, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Mar. 31, 2019 | |
Ownership percentage description | The Company entered into an operating agreement with Centre Manufacturing, Inc. ("Centre") and formed an LLC owned 51% by the Company and 49% owned by Centre, but all income and losses will be split evenly. | |||
Ashok Patel [Member] | ||||
Common stock, shares issued, Shares | 700,000 | |||
LLC [Member] | ||||
Ownership percentage | 51.00% | |||
Centre [Member] | ||||
Ownership percentage | 49.00% | |||
Inventory | $ 2,761 | $ 53,936 | ||
Due to related party | 0 | 18,531 | ||
La Dulce Vita Trust [Member] | ||||
Due to related party | 474,000 | 474,000 | ||
Note Payable | $ 22,000 | $ 22,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2019USD ($) |
Years Ending March 31, | |
2020 | $ 22,800 |
2021 | 45,600 |
2022 | 45,600 |
Aggregate future lease liability expense | $ 114,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
COMMITMENTS AND CONTINGENCIES (Details Narrative) | ||
Rent expense | $ 11,400 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 6 Months Ended |
Sep. 30, 2019USD ($)shares | |
Debt converted | $ 1,740,884 |
Subsequent Event [Member] | |
Shares Issued | shares | 47,178,931 |
Debt converted | $ 177,239 |
Subsequent Event [Member] | [Noteholder 6 [Member]] | |
Shares Issued | shares | 44,718,196 |
Debt converted | $ 31,664 |
Subsequent Event [Member] | [Noteholder 4 [Member]] | |
Shares Issued | shares | 6,198,171 |
Debt converted | $ 9,441 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Oct. 14, 2019USD ($) | Oct. 29, 2019USD ($)shares | Sep. 30, 2019USD ($)integer$ / sharesshares | Oct. 10, 2019shares | Mar. 31, 2019shares |
Common stock shares authorized | 900,000,000 | 900,000,000 | |||
Convertible promissory note [Member] | |||||
Common stock shares reserved for future issuance | 530,000,000 | 398,000,000 | |||
Subsequent Event [Member] | |||||
Common stock shares authorized | 8,000,000,000 | ||||
Subsequent Event [Member] | Advisory board members [Member] | October 1, 2019 [Member] | |||||
Common stock shares issuable upon exercise of warrants | 1,000,000 | ||||
Class of warrants or rights, exercise price | $ / shares | $ 0.01 | ||||
Number of members | integer | 5 | ||||
Subsequent Event [Member] | [Noteholder 5 [Member]] | Convertible promissory note [Member] | |||||
Derivative liability recognized on debt | $ | $ 55,545 | ||||
Convertible promissory note | $ | $ 68,250 | ||||
Interest rate | 12.00% | ||||
Due date | Oct. 14, 2020 | ||||
Subsequent Event [Member] | Stockholder [Member] | |||||
Expensed paid by related party on behalf of company | $ | $ 10,000 | ||||
Common stock shares reserved for future issuance | 10,000,000 |