Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Right On Brands, Inc. | ||
Entity Central Index Key | 0001580262 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | No | ||
Document Period End Date | Mar. 31, 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 5,261,244,194 | ||
Entity Public Float | $ 752,000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Current assets | ||
Cash | $ 67,153 | $ 90,883 |
Accounts receivable, net of allowance | 7,169 | 24,184 |
Prepaid expenses | 34,862 | 0 |
Inventory | 15,536 | 213,957 |
Total current assets | 124,720 | 329,024 |
Non-current assets | ||
Property and equipment, net of depreciation | 21,132 | 27,451 |
Intangible assets, net of amortization | 307 | 768 |
Right of use asset (Note 11) | 91,200 | 0 |
Total non-current assets | 112,639 | 28,219 |
Total assets | 237,359 | 357,243 |
Current liabilities | ||
Accounts payable | 109,243 | 66,689 |
Accrued interest payable | 71,318 | 30,337 |
Lease liability, current portion (Note 11) | 45,600 | 0 |
Notes payable | 299,000 | 609,000 |
Convertible debt, net of discount | 275,941 | 347,473 |
Derivative liability | 1,574,097 | 1,034,939 |
Total current liabilities | 2,375,199 | 2,088,438 |
Lease liability, non-current (Note 11) | 45,600 | 0 |
Total liabilities | 2,420,799 | 2,088,438 |
Commitments and contingencies (Note 11) | 0 | 0 |
Stockholders' deficit | ||
Series A Preferred stock; 10,000,000 shares authorized of $.001 par value; 5,000,000 and 5,000,000 shares issued March 31, 2020 and 2019, respectively | 5,000 | 5,000 |
Common stock; par value $.001; 12,000,000,000 and 500,000,000 shares authorized 999,515,530 and 73,652,594 shares issued March 31, 2020 and 2019, respectively | 999,516 | 73,653 |
Additional paid-in capital | 10,382,366 | 8,295,767 |
Common stock payable | 66,820 | 56,050 |
Accumulated deficit | (13,661,579) | (10,186,102) |
Total Right On Brands stockholders' deficit | (2,207,877) | (1,755,632) |
Noncontrolling interest | 24,437 | 24,437 |
Total stockholders' deficit | (2,183,440) | (1,731,195) |
Total liabilities and stockholders' deficit | $ 237,359 | $ 357,243 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Mar. 31, 2019 |
Stockholders' deficit | ||
Common stock, shares par value | $ .001 | $ .001 |
Common stock, shares authorized | 12,000,000,000 | 500,000,000 |
Common stock, shares issued | 999,515,530 | 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 - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 328,580 | $ 255,821 |
Cost of goods sold | 307,280 | 168,918 |
Gross profit | 21,300 | 86,903 |
Operating expenses | ||
Depreciation and amortization | 6,780 | 2,888 |
General and administrative | 345,157 | 446,894 |
Advertising and promotion | 66,838 | 86,963 |
Legal and professional | 195,855 | 124,269 |
Executive compensation | 101,000 | 1,102,858 |
Consulting | 162,435 | 3,190,800 |
Asset impairment | 69,113 | 52,729 |
Bad debt expense | 21,362 | 95,632 |
Research and development | 0 | 337 |
Total operating expenses | 968,540 | 5,103,370 |
Other (income) expense | ||
Interest expense | 906,177 | 459,062 |
Default penalties | 301,980 | 298,600 |
Financing costs | 496,784 | 1,676,568 |
Change in fair value of derivative liability | 821,961 | (1,365,539) |
Loss on settlement of liabilities | 9,247 | 0 |
Gain on settlement of liabilities | (7,800) | 0 |
Other income | (112) | 0 |
Total other (income) expense | 2,528,237 | 1,068,691 |
Net loss before noncontrolling interest | (3,475,477) | (6,085,157) |
Net gain (loss) attributable to noncontrolling interest | 0 | 0 |
Net loss attributable to stockholders of Right On Brands, Inc. | $ (3,475,477) | $ (6,085,157) |
Loss per share | ||
Basic loss per share | $ (0.01) | $ (0.09) |
Basic weighted average shares outstanding | 376,175,431 | 66,759,168 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid In Capital [Member] | Common Stock Issuable [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
Balance, shares at Mar. 31, 2018 | 63,543,869 | 5,000,000 | |||||
Balance, amount at Mar. 31, 2018 | $ 2,980,015 | $ 63,544 | $ 5,000 | $ 6,513,979 | $ 474,000 | $ (4,100,945) | $ 24,437 |
Issuance of common stock for cash, shares | 2,666,000 | ||||||
Issuance of common stock for cash, amount | 100,000 | $ 2,666 | $ 0 | 97,334 | 0 | 0 | 0 |
Conversion of debt to common stock, shares | 6,402,725 | ||||||
Conversion of debt to common stock, amount | 137,250 | $ 6,403 | $ 0 | 110,847 | 20,000 | 0 | 0 |
Issuance of common stock for services | 36,050 | $ 0 | $ 0 | 0 | 36,050 | 0 | 0 |
Issuance of common stock for cash and warrants, shares | 40,000 | ||||||
Issuance of common stock for cash and warrants, amount | 10,000 | $ 40 | $ 0 | 9,960 | 0 | 0 | 0 |
Issuance of common stock for penalty, shares | 1,000,000 | ||||||
Issuance of common stock for penalty, amount | 76,100 | $ 1,000 | $ 0 | 75,100 | 0 | 0 | 0 |
Settlement of convertible note payable | 199,341 | 0 | 0 | 199,341 | 0 | 0 | 0 |
Options and warrants issued for consulting and executive compensation | 1,289,206 | 0 | 0 | 1,289,206 | 0 | 0 | 0 |
Note payable for shares pending issuance | (474,000) | 0 | 0 | 0 | (474,000) | 0 | 0 |
Net loss | (6,085,157) | $ 0 | $ 0 | 0 | 0 | (6,085,157) | 0 |
Balance, shares at Mar. 31, 2019 | 73,652,594 | 5,000,000 | |||||
Balance, amount at Mar. 31, 2019 | (1,731,195) | $ 73,653 | $ 5,000 | 8,295,767 | 56,050 | (10,186,102) | 24,437 |
Issuance of common stock for cash, shares | 14,416,666 | ||||||
Issuance of common stock for cash, amount | 125,770 | $ 14,417 | $ 0 | 80,583 | 30,770 | 0 | 0 |
Net loss | (3,475,477) | $ 0 | $ 0 | 0 | 0 | (3,475,477) | 0 |
Settlement of liabilities, shares | 28,000,000 | ||||||
Settlement of liabilities, amount | 22,200 | $ 28,000 | $ 0 | (5,800) | 0 | 0 | 0 |
Conversion of convertible notes payable and interest, shares | 840,946,270 | ||||||
Conversion of convertible notes payable and interest, amount | 2,260,156 | $ 840,946 | $ 0 | 1,439,210 | (20,000) | 0 | 0 |
Settlement of note payable, shares | 800,000 | ||||||
Settlement of note payable, amount | 474,000 | $ 800 | $ 0 | 473,200 | 0 | 0 | 0 |
Shares issued for financing costs, shares | 40,700,000 | ||||||
Shares issued for financing costs, amount | 20,350 | $ 40,700 | $ 0 | (20,350) | 0 | 0 | 0 |
Warrants issued for financing costs | 33,113 | 0 | 0 | 33,113 | 0 | 0 | 0 |
Warrants issued for services | 11,543 | $ 0 | $ 0 | 11,543 | 0 | 0 | 0 |
Shares issued for default penalty, shares | 1,000,000 | ||||||
Shares issued for default penalty, amount | 76,100 | $ 1,000 | $ 0 | 75,100 | 0 | 0 | 0 |
Balance, shares at Mar. 31, 2020 | 999,515,530 | 5,000,000 | |||||
Balance, amount at Mar. 31, 2020 | $ (2,183,440) | $ 999,516 | $ 5,000 | $ 10,382,366 | $ 66,820 | $ (13,661,579) | $ 24,437 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows used in operating activities | ||
Net loss | $ (3,475,477) | $ (6,085,157) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 6,780 | 2,888 |
Bad debt expense | 21,362 | 95,632 |
Amortization of debt discount | 810,027 | 421,583 |
Inventory write-down | 69,113 | 52,729 |
Financing costs | 496,784 | 1,692,319 |
Change in fair value of derivative liability | 821,961 | (1,365,539) |
Stock-based compensation | 11,543 | 1,325,256 |
Stock and debt-based penalties | 301,980 | 298,600 |
Loss on settlement of liabilities | 1,447 | |
(Increase) decrease in assets | ||
Accounts receivable | (4,347) | (116,919) |
Prepaid expense | (34,862) | 110,227 |
Inventory | 129,308 | (252,642) |
Deposit | 0 | 2,000 |
Prepaid stock compensation | 0 | 2,858,457 |
Increase (decrease) in liabilities | ||
Accounts payable | 43,865 | 49,978 |
Accrued interest payable | 117,516 | 36,965 |
Net cash used in operating activities | (683,000) | (873,623) |
Cash flows used in investing activities | ||
Purchase of property and equipment | 0 | (18,000) |
Net cash used in investing activities | 0 | (18,000) |
Cash flows provided by financing activities | ||
Proceeds from notes payable | 25,000 | 0 |
Proceeds from convertible debt | 508,500 | 825,000 |
Proceeds from issuances of common stock | 125,770 | 110,000 |
Net cash provided by financing activities | 659,270 | 935,000 |
Increase (decrease) in cash | (23,730) | 43,377 |
Cash-beginning of year | 90,883 | 47,506 |
Cash-end of year | 67,153 | 90,883 |
Supplemental cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities | ||
Right of use asset and liability | 136,800 | 0 |
Original issuance discount on note payable | 25,000 | 0 |
Original issuance discount on convertible debt | 42,150 | 980,800 |
Discount on convertible debt from derivative liability | 495,795 | 0 |
Common stock issued to settle notes payable | 474,000 | 0 |
Convertible debt and interest converted into common stock | 2,260,156 | 137,250 |
Common stock payable converted to note payable | 0 | 494,000 |
Penalty accrued as note payable | $ 0 | $ 135,000 |
BUSINESS ACTIVITY AND SUMMARY O
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2020 | |
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 1. BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING 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. ("Right On Brands")("the Company"). Right On Brands is a health and wellness focused company developing and marketing their brands as described herein. During the year ended March 31, 2017, the Company acquired Humbly Hemp, Inc. as a wholly owned subsidiary. On August 31, 2017 the Company common shares commenced trading under the new stock symbol OTC Pink: RTON. Our Chief Executive Officer has been identified as the chief operating decision maker as defined by FASB ASC Topic 280. Addition of New Wholly Owned Subsidiary, Humble Water Company On May 11, 2017, the Company formed a wholly owned subsidiary, Humble Water Company. ("Humble") Humble was formed to handle the joint venture with Spring Hill Water Co. No significant activity related to the joint venture occurred during the fiscal years ended March 31, 2020 and 2019. Addition of New Wholly Owned Subsidiary, Endo Brands, Inc. On June 27, 2017, the Company formed a wholly owned subsidiary, Endo Brands, Inc. ("Endo"). Endo Brands has products in the CBD and hemp oil marketplace. Addition of Partially Owned Subsidiary, Endo & Centre Venture LLC On April 16, 2018, the Company entered into an operating agreement with Centre Manufacturing, Inc. ("Centre") and agreed to form an LLC. The LLC is 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 CEO 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 fiscal years ended March 31, 2020 and 2019. Principles of Consolidation The consolidated financial statements of the Company include the accounts of Right On Brands, Inc. and its wholly owned subsidiaries and majority owned business (Humbly Hemp, Inc., Endo Brands, Inc., Humble Water Company, Springhill Water Co, and Endo & Centre Venture LLC). Intercompany accounts and transactions have been eliminated upon consolidation. 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. The Company maintains cash balances at three financial institutions. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of March 31, 2020, and 2019, the Company’s cash balance did not exceed FDIC coverage. Accounts Receivable The Company performs periodic credit evaluations of its customers’ financial condition and extends credit to virtually all of its customers on an uncollateralized basis. Credit losses to date have been insignificant and within management’s expectations. The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal accounts receivable are due 30 to 45 days after the issuance of the invoice. Receivables past due more than 60 days are considered delinquent. Delinquent receivables are evaluated for collectability based on individual credit evaluation and specific circumstances of the customer. As of March 31, 2020 and 2019, the Company’s allowance for doubtful accounts was $0 and $34,479, respectively. The Company wrote off $34,479 and $61,153 of accounts receivable against the allowance for doubtful accounts during fiscal years ended March 31, 2020 and 2019, respectively. Property and Equipment Property and equipment are stated at cost, using a capitalization threshold of $2,500. Depreciation is provided by the straight-line method over the useful lives of the related assets, ranging 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). Cost includes materials related to the purchase and production of inventories. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to cost of revenue. Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Long-lived Assets The Company's long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB Topic ASC 360," Property, Plant, and Equipment", and FASB ASC Topic 205 " Presentation of Financial Statements ". The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management's estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Through March 31, 2020 and 2019, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Company's products or services will continue, which could result in an impairment of long-lived assets in the future. Stock Based Compensation The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. 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 In accordance with 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. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense. Fair Value Measurement ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but Generally Accepted Accounting Principles in the United States (“GAAP”) provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company did not have any Level 1 or Level 2 assets and liabilities at March 31, 2020 and 2019. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the fiscal years ended March 31, 2020 and 2019: 2020 2019 Derivative liability balance at beginning of period $ 1,034,939 $ - Additions from debt issuances 942,145 2,599,819 Additions from default penalties 81,143 - Reclass to equity upon conversion/cancellation (1,306,091 ) (199,341 ) Change in fair value 821,961 (1,365,539 ) Derivative liability balance at end of period $ 1,574,097 $ 1,034,939 During the years ended March 31, 2020 and 2019, the Company entered into several convertible note agreements (Note 6). 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 debentures based on weighted probabilities of assumptions used in the Black Scholes pricing model. At March 31, 2020, 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 $0.0002; a risk-free interest rate ranging from 0.15% to 0.17%, and expected volatility of the Company’s common stock of 364%, various estimated exercise prices, and terms under one year. At 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 $0.045; a risk-free interest rate ranging from 2.32% to 2.50%, and expected volatility of the Company’s common stock ranging from 286% to 305%, various estimated exercise prices, and terms under one year. Financial Instruments The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the consolidated balance sheets approximates fair value. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 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. Proceeds from these convertible notes are reported under the financing section of the statements of cash flows. Changes to the fair value of the derivative liability are reported as adjustments to reconcile net loss to net cash used in operating activities in the accompanying statement of cash flows. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers: Topic 606, or ASU 2014-09. ASU 2014-09 establishes the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The accounting standards update also requires significantly expanded quantitative and qualitative disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted Topic 606 as of April 1, 2018, using the modified retrospective transition method. Under the modified retrospective method, the Company would recognize the cumulative effect of initially applying the standard as an adjustment to opening retained earnings at the date of initial application; however, the Company did not have any material adjustment as of the date of the adoption and adoption had no impact on the Company's consolidated balance sheet, results of operations, equity or cash flows as of the adoption date. The comparative periods have not been restated. In February 2016, the FASB issued ASU 2016-02, Leases. This is a comprehensive new leases standard that amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the term of the lease. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard became effective beginning April 1, 2019 at the inception of the Company’s office and warehouse lease (Note 11). The Company believes adoption of the standard did not have a material impact on our results of operations and financial condition. During the year ended March 31, 2020, and through the date of this report, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Mar. 31, 2020 | |
GOING CONCERN | |
NOTE 2. GOING CONCERN | .2. GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended March 31, 2020, the Company had an accumulated deficit of approximately $13,662,000, had a net loss of approximately $3,475,000, and net cash used in operating activities of approximately $683,000, with approximately $329,000 revenue earned, and a lack of profitable 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. 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 consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
INVENTORY
INVENTORY | 12 Months Ended |
Mar. 31, 2020 | |
INVENTORY | |
Note 3. INVENTORY | 3. INVENTORY At March 31, 2020 and 2019, inventory consisted of the following: As of March 31, 2020 As of March 31, 2019 Raw materials $ 3,921 $ 43,796 Work-in-process - 30,611 Finished Goods 11,615 139,550 Ending Balance $ 15,536 $ 213,957 |
PROPERTY AND EQUIPMENT AND INTA
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | 12 Months Ended |
Mar. 31, 2020 | |
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | |
NOTE 4. PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | 4. PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS As of March 31, 2020 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 10,879 10,879 Intangible assets 1,024 1,024 138,421 138,421 Accumulated depreciation and Amortization (116,982 ) (110,202 ) Ending Balance $ 21,439 $ 28,219 Depreciation expense of property and equipment for the fiscal years ended March 31, 2020 and 2019 was $6,319 and $2,786, respectively. Intangible assets consist of a trademark acquired March 31, 2017 and is being amortized over five years. Amortization expense for the fiscal years ended March 31, 2020 and 2019 was $461 and $102, respectively. |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 12 Months Ended |
Mar. 31, 2020 | |
NONCONTROLLING INTEREST | |
NOTE 5. NONCONTROLLING INTEREST | 5. 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 will be 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, within the next 3 years. 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%. 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 March 31, 2020 and 2019, the noncontrolling interest was $24,437 in the accompanying consolidated financial statements. As of March 31, 2020 and 2019, our total investment into Spring Hill to date was $101,470. During the fiscal years ended March 31, 2020 and 2019, there have been no significant operations or expenditures in the joint venture. |
DEBT
DEBT | 12 Months Ended |
Mar. 31, 2020 | |
DEBT | |
NOTE 6. DEBT | 6. DEBT Notes Payable 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 July 2019, the shares were still pending issuance; accordingly, the Company reclassified the amount due to Noteholder 8 to notes payable at the fair value of the common stock. During February 2020, the Company issued 800,000 shares of the Company’s common stock pursuant to the October 2016 debt extinguishment. As a result, the note payable of $474,000 is no longer outstanding. 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, a 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 year ended March 31, 2020. The $249,000 balance remains outstanding at March 31, 2020. On November 22, 2019, the Company issued a $50,000 promissory note to Noteholder 11 for a $25,000 cash borrowing. Accordingly, a $25,000 discount was recorded at issuance, all of which was amortized by March 31, 2020. The non-interest-bearing note is secured by inventory, matured February 20, 2020 and remains in default at March 31, 2020. Convertible Debt On April 11, 2016, the Company issued a convertible promissory note with Noteholder 8 for $10,000. The unsecured note bears interest at 8% per annum and was due on February 7, 2017. This note is convertible at $0.01 per share and can be converted on or before the maturity date. The Company and lender mutually agreed to extend the maturity date of the note to March 10, 2017, at which time the Company defaulted on the note. Prior to the March 31, 2018, $8,000 in principal was converted into 800,000 shares of the Company’s common stock. The $2,000 balance outstanding at March 31, 2020 remains in default. On July 7, 2016, the Company issued a convertible promissory note with Noteholder 9 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. The Company and lender mutually agreed to extend the maturity date of the note to September 30, 2019, at which time the Company defaulted on the note. The $25,000 balance outstanding at March 31, 2020 and 2019 remains in default. On November 21, 2017, the Company issued a convertible promissory note with Noteholder 8 for $20,000. The unsecured note bears interest at 6% per annum and was due on May 21, 2018 but was extended to September 30, 2019, at which time the Company defaulted on the note. The note is convertible at $0.20 per share and can be converted on or before the maturity date. The $20,000 balance outstanding at March 31, 2020 and 2019 remains in default. During the fiscal year ended March 31, 2019, the Company issued convertible promissory notes summarized as follows: Origination Interest Conversion Note Noteholder Date Date Due Rate Discount Amount Noteholder 1 04/26/18 10/26/18 12 % 50 % $ 125,000 Noteholder 2 11/01/18 08/01/19 12 % 35 % 247,500 Noteholder 3 12/04/18 12/04/19 10 % 35 % 75,000 Noteholder 4 11/15/18 08/15/19 12 % 35 % 81,900 Noteholder 5 11/12/18 11/12/19 12 % 35 % 134,400 Noteholder 5 02/22/19 02/22/20 12 % 35 % 110,250 Noteholder 6 01/03/19 10/03/19 12 % 35 % 130,000 Noteholder 7 01/24/19 01/24/20 12 % 35 % 81,750 At March 31, 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 Noteholder of liability debt discount presented Balance Noteholder 2 $ 247,500 $ 115,592 $ 131,908 $ 258,372 Noteholder 3 75,000 54,849 20,151 94,843 Noteholder 4 81,900 51,188 30,712 87,582 Noteholder 5 244,650 183,074 61,576 325,589 Noteholder 6 130,000 87,500 42,500 155,384 Noteholder 7 81,750 68,124 13,626 113,169 Noteholder 8 22,000 - 22,000 - Noteholder 9 25,000 - 25,000 - $ 907,800 $ 560,327 $ 347,473 $ 1,034,939 During the fiscal year ended March 31, 2020, the Company issued convertible promissory notes summarized as follows: Origination Interest Conversion Note Noteholder Date Date Due Rate Discount Amount Noteholder 3 07/17/19 12/04/19 10 % 35 % 22,500 Noteholder 3 12/04/19 12/04/19 10 % 35 % 22,876 Noteholder 4 07/15/19 08/15/19 12 % 35 % 22,441 Noteholder 5 08/05/19 08/05/20 12 % 35 % 139,650 Noteholder 5 09/13/19 09/13/20 12 % 35 % 110,250 Noteholder 5 10/14/19 10/14/20 12 % 35 % 68,250 Noteholder 6 02/13/20 12/13/20 12 % 40 % 100,000 Noteholder 10 02/27/20 02/26/21 10 % 40 % 110,000 At March 31, 2020, 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 Noteholder of liability debt discount presented Balance Noteholder 2 $ 21,487 $ - $ 21,487 $ 59,069 Noteholder 3 29,450 - 29,450 80,960 Noteholder 5 281,250 127,874 153,376 774,897 Noteholder 6 100,000 84,539 15,461 308,481 Noteholder 8 22,000 - 22,000 - Noteholder 9 25,000 - 25,000 - Noteholder 10 110,000 100,833 9,167 350,690 $ 589,187 $ 313,246 $ 275,941 $ 1,574,097 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, a 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 year ended March 31, 2020. The $249,000 balance remains outstanding at March 31, 2020. The convertible debt held by noteholders 2, 3, 6, 8 and 9 are in default at March 31, 2020. Subsequent to March 31, 2020 and prior to the issuance of these financial statements, the Company defaulted on convertible debt held by noteholder 5. At the noteholders’ discretion, if notice is given to the Company, additional penalties of approximately $20,000 would be due. The fiscal year 2019 and fiscal year 2020 note agreements require a certain number of shares be reserved so that they are readily available for note conversion. As of March 31, 2020 and 2019, we had approximately 7 billion 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 March 31, 2020, Noteholder 5 had fewer shares reserved than required; however, sufficient shares were reserved for note conversion. Future maturities of the Company’s debt as of March 31, 2020 is as follows: Years Ending March 31, Amount 2021 $ 888,187 Less debt discount (313,246 ) $ 574,941 Interest expense for the year ended March 31, 2020 included interest expense on debt of $95,789 and amortization of debt discount of $810,027. As of March 31, 2020, the balance of accrued interest was $71,290. Interest expense for the year ended March 31, 2019 included interest expense on debt of $37,479 and amortization of debt discount of $421,583. As of March 31, 2019, the balance of accrued interest was $30,337. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Mar. 31, 2020 | |
Loss per share | |
NOTE 7. EARNINGS PER SHARE | 7. EARNINGS PER SHARE FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations. 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 for the years ended March 31, 2020 and 2019, except as follows: Potential additional common stock shares March 31, 2020 March 31, 2019 Potentially dilutive security: Preferred stock 25,000,000 25,000,000 Warrants 19,230,000 4,480,000 Options 8,000,000 8,000,000 Convertible debt 8,611,119,231 30,910,975 Potentially dilutive securities 8,663,349,231 68,390,975 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Mar. 31, 2020 | |
STOCKHOLDERS EQUITY | |
NOTE 8. STOCKHOLDERS' EQUITY | 8. 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. On June 6, 2019 the Board of Directors agreed to amend the certificate of designation for the Series A Preferred stock to 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, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Series A Preferred Stock shall vote together with all other classes and series of common stock of the Company as a single class on all actions to be taken by the common stock holders of the Company except to the extent that voting as a separate class or series is required by law. 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, a related party, in exchange for 10,000,000 shares of Series A Preferred Stock in Humbly Hemp. Common Stock During the year ended March 31, 2019, the Company issued 2,666,000 shares of common stock to two investors for cash of $100,000. During the year ended March 31, 2019, for cash proceeds from an investor of $10,000, the Company issued 40,000 shares of common stock, 40,000 warrants to purchase 1 share of common stock at $0.75, and 40,000 warrants to purchase 1 share of common stock at $1.25. The warrants are exercisable at any time prior to March 29, 2020. During the year ended March 31, 2019, 1,000,000 shares of common stock, valued at $76,100, were issued pursuant to a penalty provision contingent on a business combination that did not materialize. During the year ended March 31, 2019, the Company issued a total of 6,402,725 shares of common stock to lenders for debt of $126,000 and accrued interest of $11,250. The fair value of the derivative at the time of settlement was $199,341. During December 2017, the Company entered into a three-year consulting agreement with Dr. Ashock Patel, the Company’s CEO, 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. Since the shares have yet to be issued at March 31, 2020 and 2019, they are reported in common stock payable in the accompanying consolidated statement of stockholders’ equity (deficit). During the year ended March 31, 2018, the Company issued a total of 7,452,500 shares of common stock for a lock up agreement of $39,000 and for services of $3,164,375. During the year ended March 31, 2019, the Company recorded $2,858,457 for related consulting services and the balance of prepaid stock compensation at March 31, 2019 totaled $0. During the year ended March 31, 2020, the Company issued a total of 840,946,270 shares of common stock to lenders for upon conversions of convertible debt of $899,230 and related accrued interest of $54,835. The fair value of the derivative liability of the amounts settled at the time of settlement was $1,306,091. During February 2020, the Company issued 800,000 shares of the Company’s common stock pursuant to an October 2016 debt extinguishment (Note 6). During the year ended March 31, 2020, the Company issued a total of 14,416,666 shares of common stock to investors for cash of $125,770. During the year ended March 31, 2020, the Company issued a total of 28,000,000 shares of common stock for the settlement of accounts payable totaling $22,200. During the year ended March 31, 2020, the Company issued a total of 40,700,000 shares of common stock for debt financing fees totaling $20,350. During the year ended March 31, 2020, the Company issued a total of 1,000,000 shares of common stock for a debt default penalty totaling $76,100. Stock Options and Warrants On November 19, 2018, the Company issued options to its Chief Executive Officer and Chief Financial Officer to purchase 6,000,000 and 2,000,000 shares of common stock, respectively, at five cents ($0.05) per share. The options were immediately vested and expire November 19, 2021. During January 2019, the Company issued 4,400,000 warrants to consultants. The warrants are convertible one-for-one into common stock at an exercise price of $.05. The warrants were immediately exercisable and expire January 14, 2021. During the year ended March 31, 2020, stock warrants for 11,250,000 common shares were issued in connection with financing received. An additional warrant to purchase 500,000 common shares was issued with a subscription agreement dated September 16, 2019. The warrants are convertible one-for-one into common stock at an exercise price of $.05. The warrants were immediately exercisable and expire between July and November 2021. In connection with these issuances, the Company recorded financing expenses totaling $33,113. Additionally, in connection with the appointment of Advisory Board members, warrants for 3,000,000 common shares were issued during October 2019. The warrants are convertible one-for-one into common stock at an exercise price of $.01. The warrants were immediately exercisable and expire September 30, 2021. In connection with these issuances, the Company recorded consulting expenses totaling $11,543. The Company estimated the fair value of the warrants based on weighted probabilities of assumptions used in the Black Scholes pricing model. The fair value of the warrants were estimated using the following inputs: the price of the Company’s common stock of on the date of issuance; risk-free interest rates ranging from 1.56% to 2.82%, and expected volatility of the Company’s common stock ranging from 292% to 318%, various exercise prices, and terms of approximately two years. A summary of the status of the Company’s option and warrant grants as of March 31, 2019 and the changes during the fiscal year then ended is presented below: Weighted-Average Shares Exercise Price Outstanding, March 31, 2018 - $ - Granted 12,480,000 0.06 Exercised - - Expired - - Outstanding, March 31, 2019 12,480,000 $ 0.06 Exercisable at March 31, 2019 12,480,000 $ 0.06 A summary of the status of the Company’s option and warrant grants as of March 31, 2020 and the changes during the fiscal year then ended is presented below: Weighted-Average Shares Exercise Price Outstanding, March 31, 2019 12,480,000 $ 0.06 Granted 14,750,000 0.04 Exercised - - Expired - - Outstanding, March 31, 2020 27,230,000 $ 0.05 Exercisable at March 31, 2020 27,230,000 $ 0.05 |
FEDERAL INCOME TAX
FEDERAL INCOME TAX | 12 Months Ended |
Mar. 31, 2020 | |
FEDERAL INCOME TAX | |
NOTE 9. FEDERAL INCOME TAX | 9. FEDERAL INCOME TAX The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The provision (benefit) for income taxes for the years ended March 31, 2020 and 2019 assumes a statutory 21%, effective tax rate for federal income taxes. March 31, 2020 March 31, 2019 Federal tax statutory rate 21 % 21 % Temporary differences (8 )% (16 )% Changes in estimates 0 % 9 % Valuation allowance (13 )% (14 )% Effective rate 0 % 0 % The components of deferred tax assets and liabilities as of March 31, 2020 are as follows: March 31, 2020 Deferred tax assets (liabilities): Net loss $ (3,475,477 ) Temporary differences (1,630,000 ) Bad debt expense 21,362 Change in derivative valuation 821,961 Financing costs 496,784 Valuation allowance 2,135,370 Net deferred tax assets $ -- The Company had deferred income tax assets as of March 31, 2020 and 2019 as follows: March 31, 2020 March 31, 2019 Loss carryforwards $ 1,630,000 $ 1,182,000 Less - valuation allowance (1,630,000 ) (1,182,000 ) Total net deferred tax assets $ -- $ -- The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements. Our net deferred tax asset and valuation allowance increased by $448,000 and $303,000 in the fiscal years ending March 31, 2020 and 2019, respectively. In the fiscal year ended March 31, 2020, the March 31, 2019 valuation allowance was increased by $570,000 due to an adjustment of the previously estimated loss carryforward of approximately $2,715,000. At March 31, 2020, the Company had approximately $7,764,000 in federal net operating loss carryforwards. These carry forwards are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income. Pursuant to Internal Revenue Code Section 382, the future utilization of our net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital. As of March 31, 2020, the Company had no uncertain tax positions, or interest and penalties, that qualify for either recognition or disclosure in the financial statements. The company is subject to U.S. federal, state and local income tax examinations by tax authorities for years 2016 thru 2019. The tax returns for the fiscal year ended March 31, 2020 has not yet been filed. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE 10. RELATED PARTY TRANSACTIONS | 10. RELATED PARTY TRANSACTIONS During December 2017, the Company entered into a consulting agreement with Dr. Ashok Patel, who served as CEO until September 2019, 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. During the years ended March 31, 2020 and 2019, the Company recorded compensation expenses related to the agreement totaling $36,050 and $770, respectively. At March 31, 2020 and 2019, the 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, Noteholder 8, is the aunt of Daniel Crawford, a related party. The trust is a noteholder as detailed in Note 6 and was issued common stock as detailed in Note 8. On April 16, 2018, the Company entered into an operating agreement with Centre Manufacturing, Inc. ("Centre") and agreed to form an LLC. The LLC is 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 CEO 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 fiscal years ended March 31, 2020 and 2019. During the years ended March 31, 2020 and 2019, the Company purchased inventory totaling $13,495 and $140,441, respectively, from Centre. Additionally, during the year ended March 31, 2020, the Company incurred $10,000 in consulting fees with Centre. At March 31, 2020 and 2019, the Company owed Centre $14,154 and $26,791, respectively, which is included in accounts payable on the accompanying consolidated balance sheets. On August 16, 2018, the Company’s Board of Directors approved the Right On Brands, Inc. 2018 Incentive Plan (the “Plan”). The purpose of the Plan is to provide a means for the Company to continue to attract, motivate and retain management, key employees, consultants and other independent contractors, and to provide these individuals with greater incentive for their service to the Company by linking their interests in the Company’s success with those of the Company and its shareholders. The Plan provides that up to a maximum of 10,000,000 shares of the Company’s common stock (subject to adjustment) are available for issuance under the Plan. To date, no shares have been issued under the Plan. During November 2018 the Company issued options to its CEO and CFO for the purchase of 6,000,000 and 2,000,000, respectively, shares of common stock as detailed in Note 8. In connection with these issuances, the Company recorded executive compensation expense totaling $1,102,858. On October 1, 2019 the Company appointed three members to an advisory board and issued each member a warrant convertible into 1,000,000 shares of common stock at $.01 per share as detailed in Note 8. During the year ended March 31, 2020, David Vic Morisson, the Company’s former head of sales, received $67,000 and $37,500 in consulting fees and contract labor fees, respectively. Additionally, during February 2020, the Company issued its former head of sales 18,000,000 shares of common stock to settle $20,000 in accounts payable. During the year ended March 31, 2020, the Company’s CEO, Jerry Grisaffi, and CFO, A. David Youssefyah, received executive compensation totaling $56,000 and $45,000, respectively. Additionally, during the year ended March 31, 2020, the Company’s CEO incurred travel expenses and reimbursed travel expenses totaling $41,137 and $6,000, respectively. At March 31, 2020, the Company had accounts payable totaling $30,800 and $22,760 due to the Company’s CEO and CFO, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 11. COMMITMENTS AND CONTINGENCIES | 11. COMMITMENTS AND CONTINGENCIES On April 1, 2019 the Company entered into a three-year 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 years ended March 31, 2020 and 2019 was $40,280 and $0, respectively. Years Ending March 31, Amount 2021 $ 45,600 2022 45,600 $ 91,200 There is a dispute between the Company and the holder of a convertible note regarding the timing of the conversion. As of March 31, 2020, the full amount of the penalty totaling $249,000 has been recorded within notes payable 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 | 12 Months Ended |
Mar. 31, 2020 | |
SUBSEQUENT EVENTS | |
NOTE 12. SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS Subsequent to March 31, 2020, the Company issued common stock for settlement of convertible debt and accrued interest as summarized below: Noteholder Debt and interest converted Shares issued Noteholder 3 $ 17,346 362,500,000 Noteholder 5 275,955 3,091,020,898 Noteholder 6 120,749 160,999,066 Noteholder 8 2,591 25,910,000 $ 416,641 3,640,429,964 On May 9, 2020, the Company received loan proceeds in the amount of $68,000 from a May 5, 2020 note payable under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses and organizations for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company used the proceeds for purposes consistent with the PPP and the Company expects the loan to be forgiven during the first quarter of 2021. On July 14, 2020, the Company and Noteholder 8 agreed to amend the conversion terms of the $20,000 convertible note payable so that the conversion price is equal to the lessor of $0.0002 or the lowest price the Company has issued stock to any other common stockholder or through the issuance of stock for the conversion of debt during the 90 days prior to the date of submission of a conversion notice by Noteholder 8. On July 20, 2020, the Company issued 3,000,000 shares of common stock related to $15,000 cash received when the investor purchased the shares in June 2019. As a result of the issuance, common stock payable was reduced by $15,000. On October 1, 2020, the Company issued a total of 380,000,000 shares of common stock valued at $76,000 to five individuals for services performed on behalf of the Company. Included in the shares issued were 100,000,000 shares to Director A. David Youssefyeh, 100,000,000 shares to Director and CEO Jerry Grisaffi, and 50,000,000 shares to Director David Lewis. During December 2020, the Company’s Board of Directors voted to remove Dr. Ashok Patel from his roles as President and Director of the Company. On February 1, 2021, the Company issued 249,999,999 shares of common stock to investors under three subscription agreements. As part of the subscription agreements, the Company received cash proceeds totaling $75,000. From February 2, 2021 to February 16, 2021, the Company issued 200,333,333 shares of common stock to an investor under three subscription agreements. As part of the subscription agreements, the Company received proceeds totaling $60,100, of which $35,100 was received in cash and $25,000 was paid directly to a vendor for the purchase of inventory. On February 16, 2021, the Company issued a $140,000 convertible note payable to an investor. As part of the convertible note agreement, the Company received proceeds totaling $140,000, of which $100,000 was paid directly to Noteholder 5 to pay in full the principal and interest due under the October 14, 2019 convertible note payable (Note 6) and $40,000 was paid directly to Noteholder 3 to pay in full the principal and interest due under the July 17, 2019 convertible note payable (Note 6). The $140,000 convertible note bears interest at 6% per annum, is convertible at $0.015, and matures on August 16, 2021. |
BUSINESS ACTIVITY AND SUMMARY_2
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2020 | |
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING 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. ("Right On Brands")("the Company"). Right On Brands is a health and wellness focused company developing and marketing their brands as described herein. During the year ended March 31, 2017, the Company acquired Humbly Hemp, Inc. as a wholly owned subsidiary. On August 31, 2017 the Company common shares commenced trading under the new stock symbol OTC Pink: RTON. Our Chief Executive Officer has been identified as the chief operating decision maker as defined by FASB ASC Topic 280. Addition of New Wholly Owned Subsidiary, Humble Water Company On May 11, 2017, the Company formed a wholly owned subsidiary, Humble Water Company. ("Humble") Humble was formed to handle the joint venture with Spring Hill Water Co. No significant activity related to the joint venture occurred during the fiscal years ended March 31, 2020 and 2019. Addition of New Wholly Owned Subsidiary, Endo Brands, Inc. On June 27, 2017, the Company formed a wholly owned subsidiary, Endo Brands, Inc. ("Endo"). Endo Brands has products in the CBD and hemp oil marketplace. Addition of Partially Owned Subsidiary, Endo & Centre Venture LLC On April 16, 2018, the Company entered into an operating agreement with Centre Manufacturing, Inc. ("Centre") and agreed to form an LLC. The LLC is 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 CEO 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 fiscal years ended March 31, 2020 and 2019. |
Principles of Consolidation | The consolidated financial statements of the Company include the accounts of Right On Brands, Inc. and its wholly owned subsidiaries and majority owned business (Humbly Hemp, Inc., Endo Brands, Inc., Humble Water Company, Springhill Water Co, and Endo & Centre Venture LLC). Intercompany accounts and transactions have been eliminated upon consolidation. |
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. The Company maintains cash balances at three financial institutions. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of March 31, 2020, and 2019, the Company’s cash balance did not exceed FDIC coverage. |
Accounts Receivable | The Company performs periodic credit evaluations of its customers’ financial condition and extends credit to virtually all of its customers on an uncollateralized basis. Credit losses to date have been insignificant and within management’s expectations. The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal accounts receivable are due 30 to 45 days after the issuance of the invoice. Receivables past due more than 60 days are considered delinquent. Delinquent receivables are evaluated for collectability based on individual credit evaluation and specific circumstances of the customer. As of March 31, 2020 and 2019, the Company’s allowance for doubtful accounts was $0 and $34,479, respectively. The Company wrote off $34,479 and $61,153 of accounts receivable against the allowance for doubtful accounts during fiscal years ended March 31, 2020 and 2019, respectively. |
Property and Equipment | Property and equipment are stated at cost, using a capitalization threshold of $2,500. Depreciation is provided by the straight-line method over the useful lives of the related assets, ranging 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). Cost includes materials related to the purchase and production of inventories. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to cost of revenue. |
Use of Estimates | The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Long-lived Assets | The Company's long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB Topic ASC 360," Property, Plant, and Equipment", and FASB ASC Topic 205 " Presentation of Financial Statements ". The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management's estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Through March 31, 2020 and 2019, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Company's products or services will continue, which could result in an impairment of long-lived assets in the future. |
Stock Based Compensation | The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
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 | In accordance with 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. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense. |
Fair Value Measurement | Fair Value Measurement ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but Generally Accepted Accounting Principles in the United States (“GAAP”) provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company did not have any Level 1 or Level 2 assets and liabilities at March 31, 2020 and 2019. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the fiscal years ended March 31, 2020 and 2019: 2020 2019 Derivative liability balance at beginning of period $ 1,034,939 $ - Additions from debt issuances 942,145 2,599,819 Additions from default penalties 81,143 - Reclass to equity upon conversion/cancellation (1,306,091 ) (199,341 ) Change in fair value 821,961 (1,365,539 ) Derivative liability balance at end of period $ 1,574,097 $ 1,034,939 During the years ended March 31, 2020 and 2019, the Company entered into several convertible note agreements (Note 6). 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 debentures based on weighted probabilities of assumptions used in the Black Scholes pricing model. At March 31, 2020, 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 $0.0002; a risk-free interest rate ranging from 0.15% to 0.17%, and expected volatility of the Company’s common stock of 364%, various estimated exercise prices, and terms under one year. At 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 $0.045; a risk-free interest rate ranging from 2.32% to 2.50%, and expected volatility of the Company’s common stock ranging from 286% to 305%, various estimated exercise prices, and terms under one year. |
Financial Instruments | The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the consolidated balance sheets approximates fair value. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 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. Proceeds from these convertible notes are reported under the financing section of the statements of cash flows. Changes to the fair value of the derivative liability are reported as adjustments to reconcile net loss to net cash used in operating activities in the accompanying statement of cash flows. |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers: Topic 606, or ASU 2014-09. ASU 2014-09 establishes the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The accounting standards update also requires significantly expanded quantitative and qualitative disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted Topic 606 as of April 1, 2018, using the modified retrospective transition method. Under the modified retrospective method, the Company would recognize the cumulative effect of initially applying the standard as an adjustment to opening retained earnings at the date of initial application; however, the Company did not have any material adjustment as of the date of the adoption and adoption had no impact on the Company's consolidated balance sheet, results of operations, equity or cash flows as of the adoption date. The comparative periods have not been restated. In February 2016, the FASB issued ASU 2016-02, Leases. This is a comprehensive new leases standard that amends various aspects of existing guidance for leases and requires additional disclosures about leasing arrangements. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the term of the lease. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard became effective beginning April 1, 2019 at the inception of the Company’s office and warehouse lease (Note 11). The Company believes adoption of the standard did not have a material impact on our results of operations and financial condition. During the year ended March 31, 2020, and through the date of this report, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
BUSINESS ACTIVITY AND SUMMARY_3
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of activity of derivative liabilities | 2020 2019 Derivative liability balance at beginning of period $ 1,034,939 $ - Additions from debt issuances 942,145 2,599,819 Additions from default penalties 81,143 - Reclass to equity upon conversion/cancellation (1,306,091 ) (199,341 ) Change in fair value 821,961 (1,365,539 ) Derivative liability balance at end of period $ 1,574,097 $ 1,034,939 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
INVENTORY | |
Schedule of Inventory | As of March 31, 2020 As of March 31, 2019 Raw materials $ 3,921 $ 43,796 Work-in-process - 30,611 Finished Goods 11,615 139,550 Ending Balance $ 15,536 $ 213,957 |
PROPERTY AND EQUIPMENT AND IN_2
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | |
Schedule of property And Equipment | As of March 31, 2020 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 10,879 10,879 Intangible assets 1,024 1,024 138,421 138,421 Accumulated depreciation and Amortization (116,982 ) (110,202 ) Ending Balance $ 21,439 $ 28,219 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
DEBT | |
Shedule of convertible promissory notes | Origination Interest Conversion Note Noteholder Date Date Due Rate Discount Amount Noteholder 1 04/26/18 10/26/18 12 % 50 % $ 125,000 Noteholder 2 11/01/18 08/01/19 12 % 35 % 247,500 Noteholder 3 12/04/18 12/04/19 10 % 35 % 75,000 Noteholder 4 11/15/18 08/15/19 12 % 35 % 81,900 Noteholder 5 11/12/18 11/12/19 12 % 35 % 134,400 Noteholder 5 02/22/19 02/22/20 12 % 35 % 110,250 Noteholder 6 01/03/19 10/03/19 12 % 35 % 130,000 Noteholder 7 01/24/19 01/24/20 12 % 35 % 81,750 |
Shedule of convertible promissory notes and related debt | Gross Gross amount Net amounts Corresponding amount offset by of liabilities Derivative Noteholder of liability debt discount presented Balance Noteholder 2 $ 247,500 $ 115,592 $ 131,908 $ 258,372 Noteholder 3 75,000 54,849 20,151 94,843 Noteholder 4 81,900 51,188 30,712 87,582 Noteholder 5 244,650 183,074 61,576 325,589 Noteholder 6 130,000 87,500 42,500 155,384 Noteholder 7 81,750 68,124 13,626 113,169 Noteholder 8 22,000 - 22,000 - Noteholder 9 25,000 - 25,000 - $ 907,800 $ 560,327 $ 347,473 $ 1,034,939 |
Schedule of promissory notes | Origination Interest Conversion Note Noteholder Date Date Due Rate Discount Amount Noteholder 3 07/17/19 12/04/19 10 % 35 % 22,500 Noteholder 3 12/04/19 12/04/19 10 % 35 % 22,876 Noteholder 4 07/15/19 08/15/19 12 % 35 % 22,441 Noteholder 5 08/05/19 08/05/20 12 % 35 % 139,650 Noteholder 5 09/13/19 09/13/20 12 % 35 % 110,250 Noteholder 5 10/14/19 10/14/20 12 % 35 % 68,250 Noteholder 6 02/13/20 12/13/20 12 % 40 % 100,000 Noteholder 10 02/27/20 02/26/21 10 % 40 % 110,000 |
Shedule of promissory notes and related debt | Gross Gross amount Net amounts Corresponding amount offset by of liabilities Derivative Noteholder of liability debt discount presented Balance Noteholder 2 $ 21,487 $ - $ 21,487 $ 59,069 Noteholder 3 29,450 - 29,450 80,960 Noteholder 5 281,250 127,874 153,376 774,897 Noteholder 6 100,000 84,539 15,461 308,481 Noteholder 8 22,000 - 22,000 - Noteholder 9 25,000 - 25,000 - Noteholder 10 110,000 100,833 9,167 350,690 $ 589,187 $ 313,246 $ 275,941 $ 1,574,097 |
Schedule of deb future maturities | Years Ending March 31, Amount 2021 $ 888,187 Less debt discount (313,246 ) $ 574,941 |
EARNING PER SHARE (Tables)
EARNING PER SHARE (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
Loss per share | |
Summary of dilutive securities | Potential additional common stock shares March 31, 2020 March 31, 2019 Potentially dilutive security: Preferred stock 25,000,000 25,000,000 Warrants 19,230,000 4,480,000 Options 8,000,000 8,000,000 Convertible debt 8,611,119,231 30,910,975 Potentially dilutive securities 8,663,349,231 68,390,975 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
STOCKHOLDERS EQUITY | |
Summary of option and warrants | Weighted-Average Shares Exercise Price Outstanding, March 31, 2018 - $ - Granted 12,480,000 0.06 Exercised - - Expired - - Outstanding, March 31, 2019 12,480,000 $ 0.06 Exercisable at March 31, 2019 12,480,000 $ 0.06 A summary of the status of the Company’s option and warrant grants as of March 31, 2020 and the changes during the fiscal year then ended is presented below: Weighted-Average Shares Exercise Price Outstanding, March 31, 2019 12,480,000 $ 0.06 Granted 14,750,000 0.04 Exercised - - Expired - - Outstanding, March 31, 2020 27,230,000 $ 0.05 Exercisable at March 31, 2020 27,230,000 $ 0.05 |
FEDERAL INCOME TAX (Tables)
FEDERAL INCOME TAX (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
FEDERAL INCOME TAX | |
Summary of Federal income tax | March 31, 2020 March 31, 2019 Federal tax statutory rate 21 % 21 % Temporary differences (8 )% (16 )% Changes in estimates 0 % 9 % Valuation allowance (13 )% (14 )% Effective rate 0 % 0 % |
Summary of deferred tax assets and liabilities | March 31, 2020 Deferred tax assets (liabilities): Net loss $ (3,475,477 ) Temporary differences (1,630,000 ) Bad debt expense 21,362 Change in derivative valuation 821,961 Financing costs 496,784 Valuation allowance 2,135,370 Net deferred tax assets $ -- |
Summary of deferred income tax | March 31, 2020 March 31, 2019 Loss carryforwards $ 1,630,000 $ 1,182,000 Less - valuation allowance (1,630,000 ) (1,182,000 ) Total net deferred tax assets $ -- $ -- |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
Summary of aggregate future lease liability expense | Years Ending March 31, Amount 2021 $ 45,600 2022 45,600 $ 91,200 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
SUBSEQUENT EVENTS | |
Summary of common stock for settlement of convertible debt | Noteholder Debt and interest converted Shares issued Noteholder 3 $ 17,346 362,500,000 Noteholder 5 275,955 3,091,020,898 Noteholder 6 120,749 160,999,066 Noteholder 8 2,591 25,910,000 $ 416,641 3,640,429,964 |
BUSINESS ACTIVITY AND SUMMARY_4
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Derivative liability balance at beginning of period | $ 1,034,939 | $ 0 |
Additions from debt issuances | 942,145 | 2,599,819 |
Additions from default penalties | 81,143 | 0 |
Reclass to equity upon conversion/cancellation | (1,306,091) | (199,341) |
Change in fair value | 821,961 | (1,365,539) |
Derivative liability balance at end of period | $ 1,574,097 | $ 1,034,939 |
BUSINESS ACTIVITY AND SUMMARY_5
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Apr. 16, 2018 | |
Accounts receivables, average collection period, description | Normal accounts receivable are due 30 to 45 days after the issuance of the invoice. Receivables past due more than 60 days are considered delinquent | ||
Allowance for doubtful accounts | $ 0 | $ 34,479 | |
Allowance for doubtful accounts written off | $ 34,479 | $ 61,153 | |
Common stock price per share | $ 0.0002 | ||
Expceted term | 1 year | 1 year | |
Cash, FDIC Insured Amount | $ 250,000 | ||
Property and equipment capitalization threshold | $ 2,500 | ||
Building [Member] | |||
Period of amortization | 3 years | ||
Endo & Centre Venture LLC [Member] | |||
Ownership percentage hold by company | 51.00% | ||
Ownership percentage hold by centre | 49.00% | ||
Maximum [Member] | Property, Plant and Equipment [Member] | |||
Estimated useful lives | 5 years | ||
Minimum [Member] | Property, Plant and Equipment [Member] | |||
Estimated useful lives | 1 year | ||
Derivative liability of convertible notes [Member] | |||
Common stock price per share | $ 0.045 | ||
Expected volatility rate | 364.00% | ||
Derivative liability of convertible notes [Member] | Maximum [Member] | |||
Risk free interest rate | 0.17% | 2.50% | |
Expected volatility rate | 305.00% | ||
Derivative liability of convertible notes [Member] | Minimum [Member] | |||
Risk free interest rate | 0.15% | 2.32% | |
Expected volatility rate | 286.00% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
GOING CONCERN | ||
Accumulated deficit | $ (13,661,579) | $ (10,186,102) |
Net loss | (3,475,477) | (6,085,157) |
Net cash used in operating activities | (683,000) | (873,623) |
Revenue | $ 328,580 | $ 255,821 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
INVENTORY | ||
Raw materials | $ 3,921 | $ 43,796 |
Work-in-process | 0 | 30,611 |
Finished Goods | 11,615 | 139,550 |
Ending Balance | $ 15,536 | $ 213,957 |
PROPERTY AND EQUIPMENT AND IN_3
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
Property and equipment, gross | $ 138,421 | $ 138,421 |
Less: accumulated depreciation and amortization | (116,982) | (110,202) |
Ending balance | 21,439 | 28,219 |
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 | 10,879 | 10,879 |
Intangible assets [Member] | ||
Property and equipment, gross | $ 1,024 | $ 1,024 |
PROPERTY AND EQUIPMENT AND IN_4
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | ||
Depreciation expense | $ 6,319 | $ 2,786 |
Amortization expense | $ 461 | $ 102 |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | |
Investments | $ 101,470 | $ 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% |
DEBT (Details)
DEBT (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 16, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Abc | $ 123 | ||
Note Amount | $ 416,641 | ||
Noteholder 1 [Member] | |||
Conversion Discount | 50.00% | ||
Note Amount | $ 125,000 | ||
Origination Date | Apr. 26, 2018 | ||
Date Due | Oct. 26, 2018 | ||
Interest Rate | 12.00% | ||
Noteholder 3 (1) [Member] | |||
Conversion Discount | 35.00% | ||
Note Amount | $ 22,876 | ||
Origination Date | Dec. 4, 2019 | ||
Date Due | Dec. 4, 2019 | ||
Interest Rate | 10.00% | ||
Noteholder 2 [Member] | |||
Conversion Discount | 35.00% | ||
Note Amount | $ 247,500 | ||
Origination Date | Nov. 1, 2018 | ||
Date Due | Aug. 1, 2019 | ||
Interest Rate | 12.00% | ||
Noteholder 3 [Member] | |||
Conversion Discount | 35.00% | 35.00% | |
Note Amount | $ 40,000 | $ 22,500 | $ 94,843 |
Origination Date | Jul. 17, 2019 | Dec. 4, 2018 | |
Date Due | Jul. 17, 2019 | Dec. 4, 2019 | Dec. 4, 2019 |
Interest Rate | 10.00% | 10.00% | |
Noteholder 4 [Member] | |||
Conversion Discount | 35.00% | 35.00% | |
Note Amount | $ 22,441 | $ 81,900 | |
Origination Date | Jul. 15, 2019 | Nov. 15, 2018 | |
Date Due | Aug. 15, 2019 | Aug. 15, 2019 | |
Interest Rate | 12.00% | 12.00% | |
Noteholder 5 [Member] | |||
Conversion Discount | 35.00% | 35.00% | |
Note Amount | $ 100,000 | $ 275,955 | $ 134,400 |
Origination Date | Aug. 5, 2019 | Nov. 12, 2018 | |
Date Due | Oct. 14, 2019 | Aug. 15, 2020 | Nov. 12, 2019 |
Interest Rate | 12.00% | 12.00% | |
Noteholder 5 One [Member] | |||
Conversion Discount | 35.00% | 35.00% | |
Note Amount | $ 110,250 | $ 110,250 | |
Origination Date | Sep. 13, 2019 | Feb. 22, 2019 | |
Date Due | Sep. 13, 2020 | Feb. 22, 2020 | |
Interest Rate | 12.00% | 12.00% | |
Noteholder 5 Two [Member] | |||
Conversion Discount | 35.00% | ||
Note Amount | $ 68,250 | ||
Origination Date | Oct. 14, 2019 | ||
Date Due | Oct. 14, 2020 | ||
Interest Rate | 12.00% | ||
Noteholder 6 [Member] | |||
Conversion Discount | 40.00% | 35.00% | |
Note Amount | $ 100,000 | $ 130,000 | |
Origination Date | Feb. 13, 2020 | Jan. 3, 2019 | |
Date Due | Dec. 13, 2020 | Oct. 3, 2019 | |
Interest Rate | 12.00% | 12.00% | |
Noteholder 7 [Member] | |||
Conversion Discount | 35.00% | ||
Note Amount | $ 81,750 | ||
Origination Date | Jan. 24, 2019 | ||
Date Due | Jan. 24, 2020 | ||
Interest Rate | 12.00% | ||
Noteholder 10 [Member] | |||
Conversion Discount | 40.00% | ||
Note Amount | $ 110,000 | ||
Origination Date | Feb. 27, 2020 | ||
Date Due | Feb. 26, 2021 | ||
Interest Rate | 10.00% |
DEBT (Details 1)
DEBT (Details 1) - USD ($) | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | |
Gross amount offset by debt discount | $ 810,027 | $ 421,583 | |
Corresponding Derivative Balance | 1,574,097 | 1,034,939 | $ 0 |
Total [Member] | |||
Gross amount of liability | 589,187 | 907,800 | |
Gross amount offset by debt discount | 313,246 | 560,327 | |
Net amounts of liabilities presented | 275,941 | 347,473 | |
Corresponding Derivative Balance | 1,574,097 | 1,034,939 | |
Noteholder 2 [Member] | |||
Gross amount of liability | 21,487 | 247,500 | |
Gross amount offset by debt discount | 115,592 | ||
Net amounts of liabilities presented | 21,487 | 131,908 | |
Corresponding Derivative Balance | 59,069 | 258,372 | |
Noteholder 3 [Member] | |||
Gross amount of liability | 29,450 | 75,000 | |
Gross amount offset by debt discount | 54,849 | ||
Net amounts of liabilities presented | 29,450 | 20,151 | |
Corresponding Derivative Balance | 80,960 | 94,843 | |
Noteholder 4 [Member] | |||
Gross amount of liability | 81,900 | ||
Gross amount offset by debt discount | 51,188 | ||
Net amounts of liabilities presented | 30,712 | ||
Corresponding Derivative Balance | 87,582 | ||
Noteholder 5 [Member] | |||
Gross amount of liability | 281,250 | 244,650 | |
Gross amount offset by debt discount | 127,874 | 183,074 | |
Net amounts of liabilities presented | 153,376 | 61,576 | |
Corresponding Derivative Balance | 774,897 | 325,589 | |
Noteholder 6 [Member] | |||
Gross amount of liability | 100,000 | 130,000 | |
Gross amount offset by debt discount | 84,539 | 87,500 | |
Net amounts of liabilities presented | 15,461 | 42,500 | |
Corresponding Derivative Balance | 308,481 | 155,384 | |
Noteholder 7 [Member] | |||
Gross amount of liability | 81,750 | ||
Gross amount offset by debt discount | 68,124 | ||
Net amounts of liabilities presented | 13,626 | ||
Corresponding Derivative Balance | 113,169 | ||
Noteholder 8 [Member] | |||
Gross amount of liability | 22,000 | 22,000 | |
Net amounts of liabilities presented | 22,000 | 22,000 | |
Noteholder 9 [Member] | |||
Gross amount of liability | 25,000 | 25,000 | |
Net amounts of liabilities presented | 25,000 | $ 25,000 | |
Noteholder 10 [Member] | |||
Gross amount of liability | 110,000 | ||
Gross amount offset by debt discount | 100,833 | ||
Net amounts of liabilities presented | 9,167 | ||
Corresponding Derivative Balance | $ 350,690 |
DEBT (Details 2)
DEBT (Details 2) | Mar. 31, 2020USD ($) |
DEBT (Details) | |
2021 | $ 888,187 |
Less debt discount | (313,246) |
Long-term Debt, Total | $ 574,941 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Oct. 14, 2019 | Feb. 12, 2019 | Dec. 31, 2019 | Nov. 22, 2019 | Oct. 31, 2016 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2016 |
Interest expenses | $ 95,789 | $ 37,479 | |||||||
Accrued interest payable | 71,290 | 30,337 | |||||||
Amortization of debt discount | 810,027 | 421,583 | |||||||
Proceeds from issuance of debt | 508,500 | $ 825,000 | |||||||
Additional penalty | $ 114,000 | ||||||||
Common stock, shares issued | 999,515,530 | 73,652,594 | |||||||
November 21, 2017 [Member] | |||||||||
Debt due date | May 21, 2018 | ||||||||
Extended maturity date | Sep. 30, 2019 | ||||||||
Convertible note payable | $ 20,000 | ||||||||
Interest rate | 6.00% | ||||||||
Debt conversion price | $ 0.20 | ||||||||
July 7, 2016 [Member] | |||||||||
Debt due date | Jan. 7, 2017 | ||||||||
Extended maturity date | Sep. 30, 2019 | ||||||||
Convertible note payable | $ 25,000 | ||||||||
Interest rate | 6.00% | ||||||||
Debt conversion price | $ 0.10 | ||||||||
Noteholder 3 to 4 [Member] | |||||||||
Common stock, shares issued | 4,200,000 | ||||||||
Noteholder 6 [Member] | |||||||||
Amortization of debt discount | $ 84,539 | $ 87,500 | |||||||
Interest rate | 12.00% | 12.00% | |||||||
Noteholder 8 [Member] | April 11, 2016 [Member] | |||||||||
Debt due date | Feb. 7, 2017 | ||||||||
Extended maturity date | Mar. 10, 2017 | Mar. 10, 2017 | |||||||
Convertible note payable | $ 10,000 | ||||||||
Interest rate | 6.00% | ||||||||
Debt conversion price | $ 0.01 | ||||||||
Convertible note principal amount, amount | $ 8,000 | $ 1,000 | $ 7,000 | ||||||
Outstanding Remaining Balance | $ 2,000 | ||||||||
Convertible note principal amount converted into common stock, shares | 800,000 | 100,000 | 700,000 | ||||||
Noteholder 5 [Member] | |||||||||
Amortization of debt discount | $ 127,874 | $ 183,074 | |||||||
Interest rate | 12.00% | 12.00% | |||||||
Noteholder 1 [Member] | |||||||||
Additional penalty | $ 114,000 | ||||||||
Shares issuable upon conversion of convertible debt | 800,000 | ||||||||
Outstanding Remaining Balance | $ 249,000 | ||||||||
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 | ||||||||
Common stock payable, fair value | $ 474,000 | ||||||||
Promissory note [Member] | Individual [Member] | |||||||||
Proceeds from issuance of debt | $ 25,000 | ||||||||
Promissory note issued | 50,000 | ||||||||
Discount on issuance of promissory note | $ 25,000 | ||||||||
Debt due date | Feb. 20, 2020 | ||||||||
Interest rate | 12.00% | ||||||||
Convertible Debt [Member] | |||||||||
Common stock, shares issued | 5,000,000 | ||||||||
Extended maturity date | Nov. 11, 2016 | Mar. 30, 2020 | |||||||
Extinguishment of debt | $ 129,549 | ||||||||
Convertible promissory note [Member] | Noteholder 6 [Member] | February 13, 2020 [Member] | |||||||||
Debt due date | Dec. 12, 2020 | ||||||||
Shares issuable upon conversion of convertible debt | 40,700,000 | ||||||||
Convertible note payable | $ 100,000 | ||||||||
Convertible promissory note [Member] | Noteholder 5 [Member] | |||||||||
Debt due date | Oct. 14, 2020 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Convertible debt | 3,640,429,964 | |
Potential additional common stock shares [Member] | ||
Preferred stock | 25,000,000 | 25,000,000 |
Warrants | 19,230,000 | 4,480,000 |
Options | 8,000,000 | 8,000,000 |
Convertible debt | 8,611,119,231 | 30,910,975 |
Potentially dilutive securities | 8,663,349,231 | 68,390,975 |
STOCKHOLDERS EQUITY (Details)
STOCKHOLDERS EQUITY (Details) - $ / shares | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Shares | ||
Outstanding, begining balance | 12,480,000 | |
Granted | 14,750,000 | 12,480,000 |
Outstanding, closing balance | 27,230,000 | 12,480,000 |
Options exercisable | 27,230,000 | 12,480,000 |
Weighted Average Exercise Price abstract | ||
Weighted Average Granted | $ 0.04 | $ 0.06 |
Weighted Average Exercise Price Ending | 0.05 | 0.06 |
Weighted Average Exerciseable | $ 0.05 | $ 0.06 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2019 | Jan. 31, 2019 | Nov. 19, 2018 | Oct. 31, 2016 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2018 | Oct. 01, 2016 | |
Issuance of common stock for cash, Shares | 840,946,270 | |||||||
Common Stock shares issued for services | 800,000 | 1,000,000 | ||||||
Settlement of acoounts payable | $ 109,243 | $ 66,689 | ||||||
Debt Financing fees | 20,350 | |||||||
Issuance of common stock for cash, Amount | $ 125,770 | 10,000 | ||||||
Common stock shares issued upon the settlement | 28,000,000 | |||||||
Settlement on accounts payable | $ 22,200 | |||||||
Conversion of debt and interest to common stock | 14,416,666 | |||||||
Common stock shares issued upon the debt defaulting party | 1,000,000 | |||||||
Common Stock Shares issued to the penalty provision | $ 76,100 | $ 76,100 | ||||||
Common stock shares issued | 999,515,530 | 73,652,594 | ||||||
Common stock value | $ 999,516 | $ 73,653 | ||||||
Shares issued price per share | $ 0.0002 | |||||||
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 | ||||||
Noteholder 3 [Member] | ||||||||
Common Stock shares issued for services | 40,700,000 | 3,164,375 | ||||||
Derivative Settlement | $ 1,306,091 | |||||||
Accrued Interest | 29,450 | $ 20,151 | ||||||
Common stock conversion upon convertible debt | $ 899,230 | |||||||
Agreement from related party | $ 39,000 | |||||||
Prepaid Stock Compensation | $ 0 | |||||||
Purchase of warrants | 700,000 | 700,000 | 7,452,500 | |||||
Consulting services | $ 2,858,457 | |||||||
Lender [Member] | ||||||||
Common stock shares issued | 6,402,725 | |||||||
Derivative Settlement | $ 199,341 | |||||||
Debt | 126,000 | |||||||
Accrued Interest | 11,250 | |||||||
Investor [Member] | ||||||||
Common Stock Shares issued to the penalty provision | $ 76,100 | |||||||
Common stock shares issued | 40,000 | |||||||
Cash proceeds | $ 10,000 | |||||||
Price Per Share | $ 0.5 | |||||||
Investor [Member] | Warrants 2 [Member] | ||||||||
Warrants purchase upon conversion price | $ 1.25 | |||||||
Purchase of warrants | $ 40,000 | |||||||
Investor [Member] | Warrants 1 [Member] | ||||||||
Warrants purchase upon conversion price | $ 0.75 | |||||||
Purchase of warrants | $ 40,000 | |||||||
Investor 2 [Member] | ||||||||
Common stock shares issued | 2,666,000 | |||||||
Common stock value | $ 100,000 | |||||||
Chief Financial Officer [Member] | Minimum [Member] | ||||||||
Purchase shares of common stock upon option and warrants | 2,000,000 | |||||||
Stock Ranging | 292.00% | |||||||
Risk-Free Interest Rate | 1.56% | |||||||
Shares issued price per share | $ 0.05 | |||||||
vested Expired Date | Sep. 30, 2021 | Jan. 14, 2021 | Nov. 19, 2021 | |||||
Chief Executive Officer [Member] | Maximum [Member] | SubscriptionAgreement [Member] | ||||||||
Stock Ranging | 318.00% | |||||||
Risk-Free Interest Rate | 2.82% | |||||||
Shares issued price per share | $ 0.05 | $ 0.05 | ||||||
Warrants, maturity date Descriptions | Expire between July and november 2021 | |||||||
Total Financing Expense | $ 11,543 | $ 33,113 | ||||||
Warrants issued to purchase common shares | 3,000,000 | 4,400,000 | 60,000,000 | 11,250,000 | ||||
Additional Warrants to Purchase | 500,000 | |||||||
Daniel Crawford [Member] | Series A Preferred Stock [Member] | ||||||||
Preferred Shares issued | 5,000,000 | |||||||
Exchange Shares | 10,000,000 |
FEDERAL INCOME TAX (Details)
FEDERAL INCOME TAX (Details) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Federal tax statutory rate | 21.00% | 21.00% |
Effective Tax Rate Federal Income Taxes [Member] | ||
Federal tax statutory rate | 21.00% | 21.00% |
Temporary differences | (8.00%) | (16.00%) |
Changes in estimates | 0.00% | 9.00% |
Valuation allowance | (13.00%) | (14.00%) |
Effective rate | 0.00% | 0.00% |
FEDERAL INCOME TAX (Details 1)
FEDERAL INCOME TAX (Details 1) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Temporary differences | $ 448,000 | $ 303,000 |
Deferred tax assets (liabilities): [Member] | ||
Net loss | (3,475,477) | |
Temporary differences | (1,630,000) | |
Bad debt expense | 21,362 | |
Change in derivative valuation | 821,961 | |
Financed costs | 496,784 | |
Valuation allowance | 2,135,370 | |
Net deferred tax assets | $ 0 |
FEDERAL INCOME TAX (Details 2)
FEDERAL INCOME TAX (Details 2) - USD ($) | Mar. 31, 2020 | Mar. 31, 2019 |
FEDERAL INCOME TAX | ||
Loss carryforwards | $ 1,630,000 | $ 1,182,000 |
Less - valuation allowance | (1,630,000) | (1,182,000) |
Total net deferred tax assets | $ 0 | $ 0 |
FEDERAL INCOME TAX (Details Nar
FEDERAL INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
FEDERAL INCOME TAX | ||
Effective tax rate for federal income taxes | 21.00% | 21.00% |
Deferred tax assets change valuation allowance | $ 448,000 | $ 303,000 |
Change valuation allowance | 570,000 | |
Federal and state tax loss carryforwards | $ 2,715,000 | |
Federal net operating loss carryforwards | $ 7,764,000 | |
Taxable income limit | 80.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Feb. 29, 2020 | Nov. 30, 2018 | Aug. 16, 2018 | Dec. 31, 2017 | Oct. 31, 2016 | Mar. 31, 2020 | Mar. 31, 2019 | Oct. 01, 2019 | Apr. 16, 2018 | |
Executive compensation | $ 101,000 | $ 1,102,858 | |||||||
Accounts payable | 109,243 | $ 66,689 | |||||||
Common stock, shares issued, Shares | 800,000 | 1,000,000 | |||||||
Consulting fees | $ 162,435 | $ 3,190,800 | |||||||
Common stock per share | $ 0.0002 | ||||||||
LLC [Member] | |||||||||
Ownership percentage | 51.00% | ||||||||
Centre [Member] | |||||||||
Ownership percentage | 49.00% | ||||||||
Consulting fees | $ 10,000 | ||||||||
Inventory | 13,495 | 140,441 | |||||||
Due to related party | 14,154 | 26,791 | |||||||
A. David Youssefyah [Member] | |||||||||
Executive compensation | 45,000 | ||||||||
Travel expenses | 41,137 | ||||||||
Accounts payable | 30,800 | ||||||||
Jerry Grisaffi [Member] | October 1, 2020 [Member] | |||||||||
Executive compensation | 56,000 | ||||||||
Travel expenses | 6,000 | ||||||||
Accounts payable | 22,760 | ||||||||
David Vic Morisson [Member] | |||||||||
Accounts payable | $ 20,000 | ||||||||
Common stock, shares issued, Shares | 18,000,000 | ||||||||
Consulting fees | 67,000 | ||||||||
Contract labor fees | 37,500 | ||||||||
CEO and CFO [Member] | |||||||||
Common stock, shares issued, Shares | 10,000,000 | ||||||||
Warrants granted description | During November 2018 the Company issued options to its CEO and CFO for the purchase of 6,000,000 and 2,000,000 shares of common stock respectively | ||||||||
Compensation expenses | $ 1,102,858 | ||||||||
Common stock per share | $ .01 | ||||||||
Ashok Patel [Member] | |||||||||
Compensation expenses | $ 36,050 | $ 770 | |||||||
Proceeds from issuance of shares | 700,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2020USD ($) |
Years Ending March 31, | |
2021 | $ 45,600 |
2022 | 45,600 |
Aggregate future lease liability expense | $ 91,200 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Rent expense | $ 40,280 | $ 0 |
Additional penalty | $ 114,000 | |
April 1, 2019 [Member] | ||
Lease description | The Company entered into a three-year office and warehouse lease of approximately 5,700 square feet in Carrollton, Texas. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 16, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Debt and interest converted | $ 416,641 | ||
Shares Issued | 3,640,429,964 | ||
Noteholder 6 [Member] | |||
Debt and interest converted | $ 100,000 | $ 130,000 | |
Shares Issued | 160,999,066 | ||
Noteholder 3 [Member] | |||
Debt and interest converted | $ 40,000 | $ 22,500 | 94,843 |
Shares Issued | 362,500,000 | ||
Noteholder 5 [Member] | |||
Debt and interest converted | $ 100,000 | $ 275,955 | $ 134,400 |
Shares Issued | 3,091,020,898 | ||
Noteholder 8 [Member] | |||
Debt and interest converted | $ 2,591 | ||
Shares Issued | 25,910,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 14, 2020 | May 09, 2020 | Feb. 16, 2021 | Mar. 31, 2020 | Mar. 31, 2019 |
Proceeds from issuance of common stock | $ 125,770 | $ 110,000 | |||
Loan proceeds | 508,500 | $ 825,000 | |||
Note Amount | $ 416,641 | ||||
Subsequent Event [Member] | |||||
Loan proceeds | $ 140,000 | ||||
Debt instrument converted amount | $ 140,000 | ||||
Conversion price | $ 0.015 | ||||
Debt due date | Aug. 16, 2021 | ||||
Convertible note payable | $ 140,000 | ||||
Interest rate | 6.00% | ||||
Paycheck Protection Program [Member] | |||||
Loan proceeds | $ 68,000 | ||||
Interest rate | 1.00% | ||||
Debt instrument converted amount | $ 20,000 | ||||
Conversion price | $ 0.0002 | ||||
Three Subscription Agreement [Member] | Investors [Member] | Subsequent Event [Member] | |||||
Common stock shares issued to related party | 200,333,333 | ||||
Proceeds from issuance of common stock | $ 60,100 | ||||
Cash received | 35,100 | ||||
Cash paid to vendor | 25,000 | ||||
Noteholder 5 [Member] | |||||
Interest rate | 12.00% | 12.00% | |||
Note Amount | $ 100,000 | $ 275,955 | $ 134,400 | ||
Date Due | Oct. 14, 2019 | Aug. 15, 2020 | Nov. 12, 2019 | ||
Noteholder 3 [Member] | |||||
Debt instrument converted amount | $ 899,230 | ||||
Interest rate | 10.00% | 10.00% | |||
Note Amount | $ 40,000 | $ 22,500 | $ 94,843 | ||
Date Due | Jul. 17, 2019 | Dec. 4, 2019 | Dec. 4, 2019 | ||
October 1, 2020 [Member] | Five Individuals [Member] | |||||
Common stock, shares issued upon conversion of debt | 380,000,000 | ||||
Common stock, shares issued upon conversion of debt, amount | $ 76,000 | ||||
February 1, 2021 [Member] | Three Subscription Agreement [Member] | Investors [Member] | |||||
Common stock shares issued to related party | 249,999,999 | ||||
Proceeds from issuance of common stock | $ 75,000 | ||||
Jerry Grisaffi [Member] | October 1, 2020 [Member] | |||||
Common stock shares issued to related party | 100,000,000 | ||||
David Lewis [Member] | October 1, 2020 [Member] | |||||
Common stock shares issued to related party | 50,000,000 | ||||
A. David Youssefyah [Member] | October 1, 2020 [Member] | |||||
Common stock shares issued to related party | 100,000,000 |