Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2020 | Jun. 10, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Right On Brands, Inc. | |
Entity Central Index Key | 0001580262 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 5,563,092,861 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2020 | Mar. 31, 2020 |
Current assets | ||
Cash | $ 16,058 | $ 67,153 |
Accounts receivable, net of allowance | 7,169 | 7,169 |
Prepaid expenses | 0 | 34,862 |
Inventory | 15,536 | 15,536 |
Total current assets | 38,763 | 124,720 |
Non-current assets | ||
Property and equipment, net of depreciation | 21,132 | 21,132 |
Intangible assets, net of amortization | 307 | 307 |
Right of use asset | 0 | 91,200 |
Total non-current assets | 21,439 | 112,639 |
Total assets | 60,202 | 237,359 |
Current liabilities | ||
Accounts payable | 76,602 | 109,243 |
Accrued interest payable | 78,572 | 71,318 |
Accrued expenses | 7,541 | 0 |
Lease liability, current portion | 45,600 | 45,600 |
Notes payable | 367,000 | 299,000 |
Convertible debt, net of discount | 308,095 | 275,941 |
Derivative liability | 1,022,592 | 1,574,097 |
Total current liabilities | 1,906,002 | 2,375,199 |
Lease liability, non-current | 34,200 | 45,600 |
Total liabilities | 1,940,202 | 2,420,799 |
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 shares issued, respectively | 5,000 | 5,000 |
Common stock; par value $.001; 12,000,000,000 and 500,000,000 shares authorized, 2,505,134,324 and 999,515,530 shares issued, respectively | 2,505,135 | 999,516 |
Additional paid-in capital | 9,386,811 | 10,382,366 |
Common stock payable | 66,820 | 66,820 |
Accumulated deficit | (13,868,203) | (13,661,579) |
Total Right On Brands stockholders' deficit | (1,904,437) | (2,207,877) |
Noncontrolling interest | 24,437 | 24,437 |
Total stockholders' deficit | (1,880,000) | (2,183,440) |
Total liabilities and stockholders' deficit | $ 60,202 | $ 237,359 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2020 | Mar. 31, 2020 |
Stockholders' deficit | ||
Common stock, shares par value | $ .001 | $ .001 |
Common stock, shares authorized | 12,000,000,000 | 500,000,000 |
Common stock, shares issued | 2,505,134,324 | 999,515,530 |
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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED - USD ($) | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED | ||
Revenues | $ 11,130 | $ 151,874 |
Cost of goods sold | 8,628 | 97,040 |
Gross profit | 2,502 | 54,834 |
Operating expenses | ||
General and administrative | 106,962 | 142,156 |
Advertising and promotion | 807 | 9,460 |
Legal and professional | 8,218 | 54,651 |
Depreciation and amortization | 0 | 1,734 |
Impairment expense | 91,200 | 0 |
Total operating expenses | 207,187 | 208,001 |
Loss from operations | (204,685) | (153,167) |
Other income and (expense) | ||
Interest expense | (21,418) | (290,781) |
Loss on interest settlement | 0 | (8,693) |
Amortization of debt discount | (146,879) | 0 |
Change in fair value of derivative liability | 166,358 | (205,336) |
Default penalty | 0 | (114,000) |
Total other income (expense) | (1,939) | (618,810) |
Net loss including noncontrolling interest | (206,624) | (771,977) |
Net loss attributable to noncontrolling interest | 0 | 0 |
Net loss attributable to Right on Brands, Inc. | $ (206,624) | $ (771,977) |
Loss per share | $ 0 | $ (0.01) |
Weighted average shares outstanding - basic | 1,464,856,280 | 82,801,514 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT UNAUDITED - USD ($) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid In Capital [Member] | Common Stock Payable [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] |
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 | 1,250,000 | ||||||
Issuance of common stock for cash, amount | 70,000 | $ 1,250 | $ 0 | 23,750 | 45,000 | 0 | 0 |
Conversion of debt and interest, shares | 67,054,397 | ||||||
Conversion of debt and interest, amount | 571,504 | $ 67,054 | $ 0 | 504,450 | 0 | 0 | 0 |
Net loss | (771,977) | $ 0 | $ 0 | 0 | 0 | (771,977) | 0 |
Balance, shares at Jun. 30, 2019 | 141,956,991 | 5,000,000 | |||||
Balance, amount at Jun. 30, 2019 | (1,861,668) | $ 141,957 | $ 5,000 | 8,823,967 | 101,050 | (10,958,079) | 24,437 |
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 |
Conversion of debt and interest, shares | 1,505,618,794 | ||||||
Conversion of debt and interest, amount | 510,064 | $ 1,505,619 | $ 0 | (995,555) | 0 | 0 | 0 |
Net loss | (206,624) | $ 0 | $ 0 | 0 | 0 | (206,624) | 0 |
Balance, shares at Jun. 30, 2020 | 2,505,134,324 | 5,000,000 | |||||
Balance, amount at Jun. 30, 2020 | $ (1,880,000) | $ 2,505,135 | $ 5,000 | $ 9,386,811 | $ 66,820 | $ (13,868,203) | $ 24,437 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED - USD ($) | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
OPERATING ACTIVITIES | ||
Net loss | $ (206,624) | $ (771,977) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 0 | 1,734 |
Right of use asset impairment | 91,200 | 0 |
Amortization of debt discount | 146,879 | 260,309 |
Fees for debt conversion | 0 | 2,995 |
Financing costs | 0 | 114,000 |
Change in fair value of derivative liability | (166,358) | 205,336 |
Loss on settlement of liabilities | 0 | 8,693 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 3,659 |
Prepaid expenses | 34,862 | 0 |
Inventory | 0 | 72,200 |
Accounts payable | (32,641) | (41,334) |
Accrued interest payable | 18,825 | 30,475 |
Accrued expenses | 7,541 | 0 |
Lease liability | (11,400) | 0 |
NET CASH USED IN OPERATING ACTIVITIES | (117,716) | (113,910) |
INVESTING ACTIVITIES | ||
NET CASH PROVIDED BY INVESTING ACTIVITIES | 0 | 0 |
FINANCING ACTIVITIES | ||
Proceeds from notes payable | 68,000 | 0 |
Repayment of convertible debt | (1,379) | 0 |
Proceeds from issuance of common stock | 0 | 70,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 66,621 | 70,000 |
NET DECREASE IN CASH | (51,095) | (43,910) |
CASH, BEGINNING OF PERIOD | 67,153 | 90,883 |
CASH, END OF PERIOD | 16,058 | 46,973 |
CASH PAID FOR INCOME TAXES | 0 | 0 |
CASH PAID FOR INTEREST | 2,565 | 0 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Right of use asset and liability, office lease | 0 | 136,800 |
Recognition of right of use asset and lease liability | 0 | 11,400 |
Common stock issued for conversion of debt and interest | 1,505,619 | 252,277 |
Penalty accrued as note payable | $ 0 | $ 114,000 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Jun. 30, 2020 | |
ORGANIZATION AND NATURE OF BUSINESS | |
NOTE 1. ORGANIZATION AND NATURE OF BUSINESS | Formation and Business Activity Right on Brands, Inc. (“we” or “the Company” or “Right on Brands”) was incorporated under the laws of the State of Nevada on April 1, 2011, as HealthTalk Live, Inc. On August 10, 2017, the Company amended is articles of incorporation and changed its name to Right On Brands, Inc. On August 31, 2017 the Company common shares commenced trading under the new stock symbol RTON. The Company’s primary business is the sale of health and wellness products. The Company has the following wholly owned subsidiaries: · Humbly Hemp, Inc. · Endo Brands, Inc. · Humble Water Company The Company has the following majority owned subsidiaries: · Endo & Centre Venture LLC (51% owner) As disclosed in our 10-K for the year ended March 31, 2020, the Company, through its subsidiaries Humble Water Company and Endo & Centre Venture LLC, had joint ventures with no activity. The Company has discontinued these joint ventures and Humble Water Company and Endo & Centre Venture LLC contain no assets, liabilities, or operations. The Company continues to sell health and wellness products focused in the hemp marketplace through online and in-person retail sales. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Jun. 30, 2020 | |
GOING CONCERN | |
NOTE 2. GOING CONCERN | The accompanying condensed 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 period ended June 30, 2020, the Company had an accumulated deficit of approximately $13,868,000, had a net loss of approximately $207,000, and net cash used in operating activities of approximately $118,000, with approximately $11,000 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 condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 3. SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Principles of Consolidation The condensed 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. 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. Cash and Cash Equivalents For purposes of reporting cash flows, the Company has defined cash and cash equivalents as all cash in banks and highly-liquid investments available for current use with an initial maturity of three months or less to be cash equivalents. The Company had no cash equivalents at June 30, 2020 or March 31, 2020. The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors' interest and non-interest bearing accounts. At June 30, 2020, none of the Company's cash balances were in excess of FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks. 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 June 30, 2020 and March 31, 2020, the Company’s allowance for doubtful accounts was $0, respectively. The Company did not write off any accounts receivable against the allowance for doubtful accounts during the periods ended June 30, 2020 and 2019, respectively. 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. 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. Recoverability of 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 June 30, 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. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probably that a liability has been incurred and the amount can be reasonable estimated. 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. 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. Share 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. 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 June 30, 2020 or March 31, 2020. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the three months ended June 30, 2020: Balance at March 31, 2020 $ 1,574,097 Conversions of debt to equity (385,147 ) Change in fair value (166,358 ) Balance at June 30, 2020 $ 1,022,592 During prior years, 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. Beginning on April 1, 2020, the Company began estimating the fair value of the conversion feature derivatives embedded in the convertible promissory notes based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model. The change in method used to value the derivative resulted in a trivial difference in valuation. At June 30, 2020, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible promissory notes based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.0003; a risk-free interest rate of 0.18%, and expected volatility of the Company’s common stock ranging from 436% to 506%, 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. Basic and Diluted Loss Per Share Basic net loss/income per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. Recently Issued Accounting Standards During the period ended June 30, 2020, and subsequently, 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. Subsequent Events The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration. |
INVENTORY
INVENTORY | 3 Months Ended |
Jun. 30, 2020 | |
INVENTORY | |
NOTE 4. INVENTORY | At June 30, 2020 and March 31, 2020, inventory consisted of the following: June 30, 2020 March 31, 2020 Raw materials $ 3,921 $ 3,921 Work-in-process - - Finished goods 11,615 11,615 $ 15,536 $ 15,536 |
PROPERTY AND EQUIPMENT AND INTA
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | 3 Months Ended |
Jun. 30, 2020 | |
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | |
NOTE 5. PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | The Company’s property and equipment consisted of the following at the respective balance sheet dates: June 30, 2020 March 31, 2020 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 ) (116,982 ) $ 21,439 $ 21,439 Depreciation expense of property and equipment for the periods ended June 30, 2020 and 2019 was $-0- and $1,580, respectively. Intangible assets consist of a trademark acquired March 31, 2017 and is being amortized over five years. Amortization expense for the periods ended June 30, 2020 and 2019 was $-0- and $154, respectively. |
DEBT
DEBT | 3 Months Ended |
Jun. 30, 2020 | |
DEBT | |
NOTE 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 June 30, 2020. On November 22, 2019, the Company issued a $50,000 promissory note to a third-party lender 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 June 30, 2020. On May 9, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), the Company received a two-year loan for $68,000 from Noteholder 12. Interest is deferred for six months, then is at 1% until maturity in May 2022. The Company has applied for the loan to be forgiven by the Small Business Administration and expects to be granted forgiveness. During the period ended June 30, 2020, the Company incurred interest expenses related to notes payable totaling $7,498. Convertible Debt At June 30, 2020, the Company's convertible debt and derivative liability related to the notes which can be converted at variable discounted rates are summarized as follows: Noteholder Origination Maturity Interest rate Variable conversion discount Principal balance Debt discount Net amount of liabilities presented Corresponding derivative balance Noteholder 2 11/1/2018 8/1/2019 12.00 % 35.00 % $ 21,487 $ - $ 21,487 $ 46,969 Noteholder 3 7/17/2019 12/4/2019 15.00 % 35.00 % 19,475 - 19,475 86,777 Noteholder 5 9/13/2019 9/13/2020 12.00 % 35.00 % 110,250 22,518 87,732 241,001 Noteholder 5 10/14/2019 10/14/2020 12.00 % 35.00 % 68,250 16,049 52,201 149,191 Noteholder 6 2/13/2020 12/13/2020 12.00 % 40.00 % 100,000 54,605 45,395 237,568 Noteholder 10 2/27/2020 2/26/2021 10.00 % 40.00 % 110,000 73,195 36,805 261,086 $ 429,462 $ 166,367 $ 263,095 $ 1,022,592 Noteholder Origination Maturity Interest rate Fixed conversion rate Principal balance Debt discount Net amount of liabilities presented Noteholder 8 11/21/2017 5/21/2018 6.00 % $ 0.20/Share $ 20,000 $ - $ 20,000 Noteholder 9 7/7/2016 9/30/2019 6.00 % $ 0.10/Share 25,000 - 25,000 $ 45,000 $ - $ 45,000 At March 31, 2020, the Company's convertible debt and derivative liability related to the notes which can be converted at variable discounted rates are summarized as follows: Noteholder Origination Maturity Interest rate Variable conversion discount Principal balance Debt discount Net amount of liabilities presented Corresponding derivative balance Noteholder 2 11/1/2018 8/1/2019 12.00 % 35.00 % $ 21,487 $ - $ 21,487 $ 59,069 Noteholder 3 2/20/2019 12/4/2019 15.00 % 35.00 % 6,950 - 6,950 18,990 Noteholder 3 7/17/2019 12/4/2019 15.00 % 35.00 % 22,500 - 22,500 61,970 Noteholder 5 8/5/2019 8/5/2020 12.00 % 35.00 % 102,750 48,208 54,542 280,745 Noteholder 5 9/13/2019 9/13/2020 12.00 % 35.00 % 110,250 49,839 60,411 301,237 Noteholder 5 10/14/2019 10/14/2020 12.00 % 35.00 % 68,250 29,827 38,423 192,915 Noteholder 6 2/13/2020 12/13/2020 12.00 % 40.00 % 100,000 84,539 15,461 308,481 Noteholder 10 2/27/2020 2/26/2021 10.00 % 40.00 % 110,000 100,833 9,167 350,690 $ 542,187 $ 313,246 $ 228,941 $ 1,574,097 Noteholder Origination Maturity Interest rate Fixed conversion rate Principal balance Debt discount Net amount of liabilities presented Noteholder 8 11/21/2017 5/21/2018 6.00 % $ 0.20/Share $ 20,000 $ - $ 20,000 Noteholder 8 4/11/2016 9/30/2019 6.00 % $ 0.01/Share 2,000 - 2,000 Noteholder 9 7/7/2016 9/30/2019 6.00 % $ 0.10/Share 25,000 - 25,000 $ 47,000 $ - $ 47,000 During the period ended June 30, 2020, the Company incurred interest expenses related to convertible debt totaling $13,306. The convertible debt held by noteholders 2, 3, 6, 8 and 9 are in default at June 30, 2020. Subsequent to June 30, 2020 and prior to the issuance of these financial statements, the Company defaulted on convertible debt held by noteholders 5, 6 and 10 resulting in default penalties on the outstanding balances at the default date of 150%, 150% and 110%, respectively. The default penalties will be incurred and accrued upon maturity of the respective convertible debt. Future Maturities The Company’s future maturities of notes payable and convertible debt are as follows: Years ending March 31, Amount 2021 $ 792,062 2022 45,600 2023 3,800 $ 841,462 Amortization of Debt Discount During the three months ended June 30, 2020 and 2019, the Company recorded amortization of debt discounts totaling $146,879 and $260,309, respectively. |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 3 Months Ended |
Jun. 30, 2020 | |
NONCONTROLLING INTEREST | |
NOTE 7. 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 2 years. Should we fail to provide this additional capital within the next 2 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 June 30, 2020 and March 31, 2020, the noncontrolling interest was $24,437 in the accompanying consolidated financial statements. As of June 30, 2020 and March 31, 2020, our total investment into Spring Hill to date was $101,470. During the periods ended June 30, 2020 and 2019, there have been no significant operations or expenditures in the joint venture. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Jun. 30, 2020 | |
EARNINGS PER SHARE | |
NOTE 8. 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 at June 30, 2020 or March 31, 2020, except as follows: June 30, 2020 March 31, 2020 Preferred stock 25,000,000 25,000,000 Warrants 19,230,000 19,230,000 Options 8,000,000 8,000,000 Convertible debt 3,588,326,923 8,611,119,231 Total 3,640,556,923 8,663,349,231 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Jun. 30, 2020 | |
STOCKHOLDERS EQUITY | |
NOTE 9. 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 three months ended June 30, 2019, the Company issued a total of 67,054,397 shares of common stock to three noteholders in connection with the settlement of principal and interest totaling $252,277. During April and June 2019, the Company issued several subscription agreements for the purchase of common stock by various investors at a price ranging from $.005 to $.02. A total of 1,250,000 shares of common stock were issued during the quarter ended June 30, 2019 for cash proceeds received totaling $25,000. An additional 8,166,000 shares were to be issued; accordingly, common stock payable of $45,000 related to these shares was recorded at June 30, 2019. During the three months ended June 30, 2020, the Company received conversion notices related to $124,917 in convertible debt and accrued interest resulting in the issuance of 1,505,618,794 shares of common stock. As a result of the conversions, the derivative liability related to convertible debt was reduced by $385,147. 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 $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 $0.05. The warrants were immediately exercisable and expired 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. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jun. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE 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. At June 30, 2020 and March 31, 2020, the anniversary shares have yet to be issued. Accordingly, they are reported in the accompanying consolidated 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 25,910,000 shares of common stock for the conversion of $2,000 in convertible debt. 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 former CEO of the Company. On June 19, 2018, the Company formed a majority owned subsidiary, Endo & Centre Venture LLC. No significant activity has occurred to date. During the three months ended June 30, 2020 and 2019, the Company purchased inventory totaling $-0- and $3,484, respectively, from Centre. At June 30, 2020 and March 31, 2020, the Company owed Centre $14,154, respectively, which is included in accounts payable on the accompanying consolidated balance sheets. At June 30, 2020 and 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 | 3 Months Ended |
Jun. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 11. COMMITMENTS AND CONTINGENCIES | On April 1, 2019 the Company entered into an office and warehouse lease of approximately 5,700 square feet in Carrollton, Texas. At the inception of the lease, the Company adopted ASC 842 requiring the recording of assets and liabilities related to leases on the balance sheet. The Company records rent on straight-line basis over the terms of the underlying lease. Rent expense for the three months ended June 30, 2020 and June 30, 2019 was $11,400 and $11,865, respectively. As a result of the ongoing COVID-10 pandemic, the lease was abandoned during May 2020. The Company impaired the right-of-use asset related to the lease, resulting in a $91,200 impairment expense for the three months ended June 30, 2020. The lease states the Company is responsible for the remaining payments through March 31, 2022, totaling approximately $83,659. Through June 30, 2020, the Company has accrued $7,541 of the remaining payments as accrued expenses and will amortize the remaining lease liability to accrued expenses over the remaining life of the lease. To date, the lessor has not demanded payment from the Company for the any unpaid amounts due under the lease. There is a dispute between the Company and Noteholder 1 regarding the timing of the conversion. As of June 30, 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 | 3 Months Ended |
Jun. 30, 2020 | |
SUBSEQUENT EVENTS | |
NOTE 12. SUBSEQUENT EVENTS | Subsequent to June 30, 2020, the Company issued common stock for settlement of convertible debt and accrued interest as summarized below: Debt and interest converted Shares issued Noteholder 3 $ 5,750 115,000,000 Noteholder 5 165,225 1,858,812,104 Noteholder 6 120,749 160,999,066 Total $ 291,724 2,134,811,170 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. On March 21, 2021, the Company issued a total of 1,700,000 shares of common stock valued at $7,990 to three individuals for services performed on behalf of the Company. On April 5, 2021, the Company issued 50,000,000 shares of common stock to an investor under a subscription agreement. As part of the subscription agreement, the Company received cash proceeds totaling $25,000. On May 20, 2021, the Company and Noteholder 3 entered into a settlement and mutual release agreement to settle a dispute over the dilution of 750,000 warrants issued during the year ended March 31, 2020 and the convertible debt held by Noteholder 3 (Note 6). As part of the agreement, the Company agreed to issued Noteholder 3 38,114,035 shares of common stock to settle the convertible debt and outstanding warrants. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. |
Principles of Consolidation | The condensed 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. |
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. |
Cash and Cash Equivalents | For purposes of reporting cash flows, the Company has defined cash and cash equivalents as all cash in banks and highly-liquid investments available for current use with an initial maturity of three months or less to be cash equivalents. The Company had no cash equivalents at June 30, 2020 or March 31, 2020. The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors' interest and non-interest bearing accounts. At June 30, 2020, none of the Company's cash balances were in excess of FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks. |
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 June 30, 2020 and March 31, 2020, the Company’s allowance for doubtful accounts was $0, respectively. The Company did not write off any accounts receivable against the allowance for doubtful accounts during the periods ended June 30, 2020 and 2019, respectively. |
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. |
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. |
Recoverability of 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 June 30, 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. |
Commitments and Contingencies | Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probably that a liability has been incurred and the amount can be reasonable estimated. |
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. |
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. |
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. |
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 June 30, 2020 or March 31, 2020. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the three months ended June 30, 2020: Balance at March 31, 2020 $ 1,574,097 Conversions of debt to equity (385,147 ) Change in fair value (166,358 ) Balance at June 30, 2020 $ 1,022,592 During prior years, 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. Beginning on April 1, 2020, the Company began estimating the fair value of the conversion feature derivatives embedded in the convertible promissory notes based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model. The change in method used to value the derivative resulted in a trivial difference in valuation. At June 30, 2020, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible promissory notes based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.0003; a risk-free interest rate of 0.18%, and expected volatility of the Company’s common stock ranging from 436% to 506%, 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. |
Basic and Diluted Loss Per Share | Basic net loss/income per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. |
Recently Issued Accounting Standards | During the period ended June 30, 2020, and subsequently, 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. |
Subsequent Events | The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Summary of activity of derivative liabilities | Balance at March 31, 2020 $ 1,574,097 Conversions of debt to equity (385,147 ) Change in fair value (166,358 ) Balance at June 30, 2020 $ 1,022,592 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
INVENTORY | |
Schedule of Inventory | June 30, 2020 March 31, 2020 Raw materials $ 3,921 $ 3,921 Work-in-process - - Finished goods 11,615 11,615 $ 15,536 $ 15,536 |
PROPERTY AND EQUIPMENT AND IN_2
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | |
Schedule of property And Equipment | June 30, 2020 March 31, 2020 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 ) (116,982 ) $ 21,439 $ 21,439 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
DEBT | |
Shedule of convertible promissory notes | Noteholder Origination Maturity Interest rate Variable conversion discount Principal balance Debt discount Net amount of liabilities presented Corresponding derivative balance Noteholder 2 11/1/2018 8/1/2019 12.00 % 35.00 % $ 21,487 $ - $ 21,487 $ 46,969 Noteholder 3 7/17/2019 12/4/2019 15.00 % 35.00 % 19,475 - 19,475 86,777 Noteholder 5 9/13/2019 9/13/2020 12.00 % 35.00 % 110,250 22,518 87,732 241,001 Noteholder 5 10/14/2019 10/14/2020 12.00 % 35.00 % 68,250 16,049 52,201 149,191 Noteholder 6 2/13/2020 12/13/2020 12.00 % 40.00 % 100,000 54,605 45,395 237,568 Noteholder 10 2/27/2020 2/26/2021 10.00 % 40.00 % 110,000 73,195 36,805 261,086 $ 429,462 $ 166,367 $ 263,095 $ 1,022,592 |
Shedule of convertible promissory notes and related debt | Noteholder Origination Maturity Interest rate Fixed conversion rate Principal balance Debt discount Net amount of liabilities presented Noteholder 8 11/21/2017 5/21/2018 6.00 % $ 0.20/Share $ 20,000 $ - $ 20,000 Noteholder 9 7/7/2016 9/30/2019 6.00 % $ 0.10/Share 25,000 - 25,000 $ 45,000 $ - $ 45,000 |
Schedule of promissory notes | Noteholder Origination Maturity Interest rate Variable conversion discount Principal balance Debt discount Net amount of liabilities presented Corresponding derivative balance Noteholder 2 11/1/2018 8/1/2019 12.00 % 35.00 % $ 21,487 $ - $ 21,487 $ 59,069 Noteholder 3 2/20/2019 12/4/2019 15.00 % 35.00 % 6,950 - 6,950 18,990 Noteholder 3 7/17/2019 12/4/2019 15.00 % 35.00 % 22,500 - 22,500 61,970 Noteholder 5 8/5/2019 8/5/2020 12.00 % 35.00 % 102,750 48,208 54,542 280,745 Noteholder 5 9/13/2019 9/13/2020 12.00 % 35.00 % 110,250 49,839 60,411 301,237 Noteholder 5 10/14/2019 10/14/2020 12.00 % 35.00 % 68,250 29,827 38,423 192,915 Noteholder 6 2/13/2020 12/13/2020 12.00 % 40.00 % 100,000 84,539 15,461 308,481 Noteholder 10 2/27/2020 2/26/2021 10.00 % 40.00 % 110,000 100,833 9,167 350,690 $ 542,187 $ 313,246 $ 228,941 $ 1,574,097 |
Shedule of promissory notes and related debt | Noteholder Origination Maturity Interest rate Fixed conversion rate Principal balance Debt discount Net amount of liabilities presented Noteholder 8 11/21/2017 5/21/2018 6.00 % $ 0.20/Share $ 20,000 $ - $ 20,000 Noteholder 8 4/11/2016 9/30/2019 6.00 % $ 0.01/Share 2,000 - 2,000 Noteholder 9 7/7/2016 9/30/2019 6.00 % $ 0.10/Share 25,000 - 25,000 $ 47,000 $ - $ 47,000 |
Schedule of deb future maturities | Years ending March 31, Amount 2021 $ 792,062 2022 45,600 2023 3,800 $ 841,462 |
EARNING PER SHARE (Tables)
EARNING PER SHARE (Tables) | 12 Months Ended |
Mar. 31, 2020 | |
EARNINGS PER SHARE | |
Summary of dilutive securities | June 30, 2020 March 31, 2020 Preferred stock 25,000,000 25,000,000 Warrants 19,230,000 19,230,000 Options 8,000,000 8,000,000 Convertible debt 3,588,326,923 8,611,119,231 Total 3,640,556,923 8,663,349,231 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 3 Months Ended |
Jun. 30, 2020 | |
SUBSEQUENT EVENTS | |
Summary of common stock for settlement of convertible debt | Debt and interest converted Shares issued Noteholder 3 $ 5,750 115,000,000 Noteholder 5 165,225 1,858,812,104 Noteholder 6 120,749 160,999,066 Total $ 291,724 2,134,811,170 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | |
GOING CONCERN | |||
Accumulated deficit | $ (13,868,203) | $ (13,661,579) | |
Net loss | (206,624) | $ (771,977) | |
Net cash used in operating activities | (117,716) | (113,910) | |
Revenue | $ 11,130 | $ 151,874 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Jun. 30, 2020USD ($) | |
SIGNIFICANT ACCOUNTING POLICIES | |
Balance at March 31, 2020 | $ 1,574,097 |
Conversions of debt to equity | (385,147) |
Change in fair value | (166,358) |
Balance at June 30, 2020 | $ 1,022,592 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | |
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 | $ 0 | |
Risk free interest rate | 0.18% | ||
Common stock price per share | $ 0.0003 | $ 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 | ||
Maximum [Member] | |||
Common stock price per share | $ .02 | ||
Maximum [Member] | Property, Plant and Equipment [Member] | |||
Estimated useful lives | 5 years | ||
Minimum [Member] | |||
Common stock price per share | $ .005 | ||
Minimum [Member] | Property, Plant and Equipment [Member] | |||
Estimated useful lives | 1 year | ||
Derivative liability of convertible notes [Member] | |||
Expected volatility rate | 364.00% | ||
Derivative liability of convertible notes [Member] | Maximum [Member] | |||
Risk free interest rate | 0.17% | ||
Expected volatility rate | 506.00% | ||
Derivative liability of convertible notes [Member] | Minimum [Member] | |||
Risk free interest rate | 0.15% | ||
Expected volatility rate | 436.00% |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Jun. 30, 2020 | Mar. 31, 2020 |
INVENTORY | ||
Raw materials | $ 3,921 | $ 3,921 |
Work-in-process | 0 | 0 |
Finished Goods | 11,615 | 11,615 |
Inventory | $ 15,536 | $ 15,536 |
PROPERTY AND EQUIPMENT AND IN_3
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2020 | Mar. 31, 2020 |
Property and equipment, gross | $ 138,421 | $ 138,421 |
Less: accumulated depreciation and amortization | (116,982) | (116,982) |
Property and equipment, net | 21,439 | 21,439 |
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 ($) | 3 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | ||
Depreciation expense | $ 0 | $ 1,580 |
Amortization expense | $ 0 | $ 154 |
DEBT (Details)
DEBT (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Feb. 16, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
Corresponding Derivative Balance | $ 1,022,592 | $ 1,574,097 | |
Note Amount | 45,000 | 47,000 | |
Convertible Debt [Member] | |||
Debt discount | 166,367 | 313,246 | |
Corresponding Derivative Balance | 1,022,592 | 1,574,097 | |
Net amounts of liabilities presented | 263,095 | 228,941 | |
Note Amount | $ 429,462 | $ 542,187 | |
Noteholder 2 [Member] | |||
Origination Date | Nov. 1, 2018 | Nov. 1, 2018 | |
Date Due | Aug. 1, 2019 | Aug. 1, 2019 | |
Interest Rate | 12.00% | 12.00% | |
Conversion Discount | 35.00% | 35.00% | |
Debt discount | $ 0 | $ 0 | |
Corresponding Derivative Balance | 46,969 | 59,069 | |
Net amounts of liabilities presented | 21,487 | 21,487 | |
Note Amount | $ 21,487 | $ 21,487 | |
Noteholder 3 One [Member] | |||
Origination Date | Jul. 17, 2019 | ||
Date Due | Dec. 4, 2019 | ||
Interest Rate | 15.00% | ||
Conversion Discount | 35.00% | ||
Debt discount | $ 0 | ||
Corresponding Derivative Balance | 61,970 | ||
Net amounts of liabilities presented | 22,500 | ||
Note Amount | $ 22,500 | ||
Noteholder 3 [Member] | |||
Origination Date | Jul. 17, 2019 | Feb. 20, 2019 | |
Date Due | Dec. 4, 2019 | Dec. 4, 2019 | |
Interest Rate | 15.00% | 15.00% | |
Conversion Discount | 35.00% | 35.00% | |
Debt discount | $ 0 | $ 0 | |
Corresponding Derivative Balance | 86,777 | 18,990 | |
Net amounts of liabilities presented | 19,475 | 6,950 | |
Note Amount | $ 19,475 | $ 6,950 | |
Noteholder 5 [Member] | |||
Origination Date | Sep. 13, 2019 | Aug. 5, 2019 | |
Date Due | Oct. 14, 2019 | Sep. 13, 2020 | Aug. 5, 2020 |
Interest Rate | 12.00% | 12.00% | |
Conversion Discount | 35.00% | 35.00% | |
Debt discount | $ 22,518 | $ 48,208 | |
Corresponding Derivative Balance | 241,001 | 280,745 | |
Net amounts of liabilities presented | 87,732 | 54,542 | |
Note Amount | $ 100,000 | $ 110,250 | $ 102,750 |
Noteholder 5 One [Member] | |||
Origination Date | Oct. 14, 2019 | Sep. 13, 2019 | |
Date Due | Oct. 14, 2020 | Sep. 13, 2020 | |
Interest Rate | 12.00% | 12.00% | |
Conversion Discount | 35.00% | 35.00% | |
Debt discount | $ 16,049 | $ 49,839 | |
Corresponding Derivative Balance | 149,191 | 301,237 | |
Net amounts of liabilities presented | 52,201 | 60,411 | |
Note Amount | $ 68,250 | $ 110,250 | |
Noteholder 5 Two [Member] | |||
Origination Date | Oct. 14, 2019 | ||
Date Due | Oct. 14, 2020 | ||
Interest Rate | 12.00% | ||
Conversion Discount | 35.00% | ||
Debt discount | $ 29,827 | ||
Corresponding Derivative Balance | 192,915 | ||
Net amounts of liabilities presented | 38,423 | ||
Note Amount | $ 68,250 | ||
Noteholder 6 [Member] | |||
Origination Date | Feb. 13, 2020 | Feb. 13, 2020 | |
Date Due | Dec. 13, 2020 | Dec. 13, 2020 | |
Interest Rate | 12.00% | 12.00% | |
Conversion Discount | 40.00% | 40.00% | |
Debt discount | $ 54,605 | $ 84,539 | |
Corresponding Derivative Balance | 237,568 | 308,481 | |
Net amounts of liabilities presented | 45,395 | 15,461 | |
Note Amount | $ 100,000 | $ 100,000 | |
Noteholder 10 [Member] | |||
Origination Date | Feb. 27, 2020 | Feb. 27, 2020 | |
Date Due | Feb. 26, 2021 | Feb. 26, 2021 | |
Interest Rate | 10.00% | 10.00% | |
Conversion Discount | 40.00% | 40.00% | |
Debt discount | $ 73,195 | $ 100,833 | |
Corresponding Derivative Balance | 261,086 | 350,690 | |
Net amounts of liabilities presented | 36,805 | 9,167 | |
Note Amount | $ 110,000 | $ 110,000 |
DEBT (Details 1)
DEBT (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Mar. 31, 2020 | |
Net amounts of liabilities presented | $ 45,000 | $ 47,000 |
Note Amount | 45,000 | 47,000 |
Noteholder 8 [Member] | ||
Net amounts of liabilities presented | 20,000 | 20,000 |
Note Amount | $ 20,000 | $ 20,000 |
Fixed conversion rate | $ 0.20 | $ 0.20 |
Debt discount | $ 0 | $ 0 |
Interest Rate | 6.00% | 6.00% |
Date Due | May 21, 2018 | Nov. 21, 2017 |
Origination Date | Nov. 21, 2017 | May 21, 2018 |
Noteholder 9 [Member] | ||
Net amounts of liabilities presented | $ 25,000 | $ 25,000 |
Note Amount | $ 25,000 | $ 25,000 |
Fixed conversion rate | $ 0.10 | $ 0.10 |
Debt discount | $ 0 | |
Interest Rate | 6.00% | 6.00% |
Date Due | Sep. 30, 2019 | Sep. 30, 2019 |
Origination Date | Jul. 7, 2016 | Jul. 7, 2016 |
Noteholder 8 One [Member] | ||
Net amounts of liabilities presented | $ 2,000 | |
Note Amount | $ 2,000 | |
Fixed conversion rate | $ 0.01 | |
Debt discount | $ 0 | |
Interest Rate | 6.00% | |
Date Due | Sep. 30, 2019 | |
Origination Date | Apr. 11, 2016 |
DEBT (Details 2)
DEBT (Details 2) | Mar. 31, 2020USD ($) |
DEBT (Details) | |
2021 | $ 792,062 |
2022 | 45,600 |
2023 | 3,800 |
Long-term Debt, Total | $ 841,462 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | May 09, 2020 | Feb. 12, 2019 | Nov. 22, 2019 | Oct. 31, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2016 |
Interest expenses related to notes payable | $ 7,498 | ||||||||
Iinterest expenses related to convertible debt | $ 13,306 | ||||||||
Description of convertible debt | the Company defaulted on convertible debt held by noteholders 5, 6 and 10 resulting in default penalties on the outstanding balances at the default date of 150%, 150% and 110%, respectively. | ||||||||
Common stock, shares issued | 2,505,134,324 | 999,515,530 | |||||||
Amortization of debt discount | $ 146,879 | $ 0 | |||||||
Noteholder 1 [Member] | February 2020 [Member] | |||||||||
Additional penalty | $ 114,000 | ||||||||
Shares issuable upon conversion of convertible debt | 800,000 | 800,000 | |||||||
Outstanding Remaining Balance | $ 249,000 | ||||||||
Notice of debt conversion, principal | $ 125,000 | ||||||||
Notice of debt conversion, accrued interest | 11,250 | ||||||||
Daily fee | $ 3,000 | ||||||||
Frequency of periodic payments | Daily | ||||||||
Note payable recognized as a penalty | $ 135,000 | ||||||||
Common stock payable, fair value | 474,000 | $ 474,000 | |||||||
Paycheck Protection Program [Member] | |||||||||
Loan received | $ 68,000 | ||||||||
Deferred interest rate | 1.00% | ||||||||
Maturity date | May 2022 | ||||||||
Noteholder 3 [Member] | |||||||||
Common stock, shares issued | 4,200,000 | ||||||||
Convertible Debt [Member] | |||||||||
Common stock, shares issued | 5,000,000 | ||||||||
Extended maturity date | Nov. 11, 2016 | ||||||||
Amortization of debt discount | $ 146,879 | $ 260,309 | |||||||
Extinguishment of debt | $ 129,549 | ||||||||
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 |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Jun. 30, 2020 | Mar. 31, 2020 | |
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 | 2 years | ||
Failure commitment to additional capital contrbution | Should we fail to provide this additional capital within the next 2 years, our ownership percentage in Spring Hill will be reduced from 49% to 20% |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Mar. 31, 2020 | |
Convertible debt | 2,134,811,170 | |
Potential additional common stock shares [Member] | ||
Preferred stock | 25,000,000 | 25,000,000 |
Warrants | 19,230,000 | 19,230,000 |
Options | 8,000,000 | 8,000,000 |
Convertible debt | 3,588,326,923 | 8,611,119,231 |
Potentially dilutive securities | 3,640,556,923 | 8,663,349,231 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Sep. 16, 2019 | Nov. 19, 2018 | Dec. 31, 2017 | Oct. 31, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 | Oct. 31, 2019 | Jan. 31, 2019 | Oct. 01, 2016 | |
Common stock shares issued | 2,505,134,324 | 999,515,530 | ||||||||
Proceeds from shares isssued | $ 0 | $ 70,000 | ||||||||
Derivative liability | $ 1,022,592 | $ 1,574,097 | ||||||||
Shares issued price per share | $ 0.0003 | $ 0.0002 | ||||||||
Common stock value | $ 2,505,135 | $ 999,516 | ||||||||
Investor 2 [Member] | ||||||||||
Common stock shares issued | 67,054,397 | |||||||||
Common stock value | $ 252,277 | |||||||||
Maximum [Member] | ||||||||||
Shares issued price per share | $ .02 | |||||||||
Maximum [Member] | Chief Executive Officer [Member] | SubscriptionAgreement [Member] | ||||||||||
Shares issued price per share | $ 0.05 | $ 0.05 | ||||||||
Warrants issued to purchase common shares | 60,000,000 | 11,250,000 | 3,000,000 | 4,400,000 | ||||||
Additional Warrants to Purchase | 500,000 | |||||||||
Proceeds from issuance of shares | 700,000 | |||||||||
Minimum [Member] | ||||||||||
Shares issued price per share | $ .005 | |||||||||
Minimum [Member] | Chief Financial Officer [Member] | ||||||||||
Shares issued price per share | $ 0.05 | |||||||||
Purchase shares of common stock upon option and warrants | 2,000,000 | |||||||||
vested Expired Date | Nov. 19, 2021 | |||||||||
Common Stock [Member] | ||||||||||
Issuance of common stock conversion, convertible debt | 1,505,618,794 | |||||||||
Issuance of common stock conversion, convertible debt amount | $ 124,917 | |||||||||
Derivative liability | $ 385,147 | |||||||||
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 | ||||||||
Series A Preferred Stock [Member] | Daniel Crawford [Member] | ||||||||||
Preferred Shares issued | 5,000,000 | |||||||||
Exchange Shares | 10,000,000 | |||||||||
April and June 2019 [Member] | ||||||||||
Common stock shares issued | 1,250,000 | |||||||||
Proceeds from shares isssued | $ 25,000 | |||||||||
Additional shares issued of common stock | 8,166,000 | |||||||||
Common stock payable | $ 45,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2017 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Apr. 16, 2018 | |
Inventory | $ 0 | $ 3,484 | |||
Accounts payable | $ 76,602 | $ 109,243 | |||
Shares Issued | 2,134,811,170 | ||||
CEO and CFO [Member] | |||||
Accounts payable | $ 30,800 | 22,760 | |||
Ashok Patel [Member] | |||||
Proceeds from issuance of shares | 700,000 | ||||
Noteholder 8 [Member] | |||||
Shares Issued | 25,910,000 | ||||
Converted debt | $ 2,000 | ||||
LLC [Member] | |||||
Ownership percentage | 51.00% | ||||
Centre [Member] | |||||
Accounts payable | $ 14,154 | $ 14,154 | |||
Ownership percentage | 49.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended | |||
Jun. 30, 2020USD ($)ft² | Jun. 30, 2019USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2020USD ($) | |
Accrued payments | $ 45,000 | $ 47,000 | ||
April 1, 2019 [Member] | ||||
Rent expense | 11,400 | $ 11,865 | ||
Accrued payments | 7,541 | |||
Impairment expense | 91,200 | |||
Amount payable, lease states | $ 83,659 | |||
Additional penalty | $ 249,000 | |||
Office and warehouse lease area | ft² | 5,700 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 3 Months Ended |
Jun. 30, 2020USD ($)shares | |
Shares Issued | shares | 2,134,811,170 |
Debt and interest converted | $ | $ 291,724 |
Noteholder 6 [Member] | |
Shares Issued | shares | 160,999,066 |
Debt and interest converted | $ | $ 120,749 |
Noteholder 3 [Member] | |
Shares Issued | shares | 115,000,000 |
Debt and interest converted | $ | $ 5,750 |
Noteholder 5 [Member] | |
Shares Issued | shares | 1,858,812,104 |
Debt and interest converted | $ | $ 165,225 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 05, 2021 | Jul. 14, 2020 | May 09, 2020 | May 20, 2021 | Mar. 21, 2021 | Feb. 16, 2021 | Jul. 20, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2020 |
Proceeds from issuance of common stock | $ 0 | $ 70,000 | ||||||||
Note Amount | $ 45,000 | $ 47,000 | ||||||||
Subsequent Event [Member] | ||||||||||
Proceeds from issuance of common stock | $ 15,000 | |||||||||
Common stock, shares issued upon conversion of debt | 3,000,000 | |||||||||
Loan proceeds | $ 140,000 | |||||||||
Conversion price | $ 0.015 | |||||||||
Debt instrument converted amount | $ 140,000 | |||||||||
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% | |||||||||
Three Individuals [Member] | Subsequent Event [Member] | ||||||||||
Common stock issued for services | 1,700,000 | |||||||||
Common stock issued for services, amount | $ 7,990 | |||||||||
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 8 [Member] | ||||||||||
Conversion price | $ 0.20 | $ 0.20 | ||||||||
Interest rate | 6.00% | 6.00% | ||||||||
Note Amount | $ 20,000 | $ 20,000 | ||||||||
Date Due | May 21, 2018 | Nov. 21, 2017 | ||||||||
Noteholder 8 [Member] | Subsequent Event [Member] | ||||||||||
Conversion price | $ 0.0002 | |||||||||
Debt instrument converted amount | $ 20,000 | |||||||||
Subscription Agreement [Member] | Subsequent Event [Member] | ||||||||||
Proceeds from issuance of common stock | $ 25,000 | |||||||||
Common stock, shares issued upon conversion of debt | 50,000,000 | |||||||||
Conversion price | $ 0.0002 | |||||||||
Noteholder 5 [Member] | ||||||||||
Interest rate | 12.00% | 12.00% | ||||||||
Note Amount | $ 100,000 | $ 110,250 | $ 102,750 | |||||||
Date Due | Oct. 14, 2019 | Sep. 13, 2020 | Aug. 5, 2020 | |||||||
Noteholder 3 [Member] | ||||||||||
Interest rate | 15.00% | 15.00% | ||||||||
Note Amount | $ 19,475 | $ 6,950 | ||||||||
Date Due | Dec. 4, 2019 | Dec. 4, 2019 | ||||||||
Noteholder 3 [Member] | Subsequent Event [Member] | ||||||||||
Note Amount | $ 40,000 | |||||||||
Date Due | Jul. 17, 2019 | |||||||||
Warrant issued | 750,000 | |||||||||
Common shares issued, to settle the convertible debt and outstanding warrants | 38,114,035 | |||||||||
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 |