Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2023 | Sep. 06, 2023 | |
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 | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 6,374,516,097 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55704 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 45-1994478 | |
Entity Address Address Line 1 | 6501 Dalrock Road | |
Entity Address Address Line 2 | Suite 100 | |
Entity Address City Or Town | Rowlett | |
Entity Address State Or Province | TX | |
Entity Address Postal Zip Code | 75089 | |
City Area Code | 214 | |
Local Phone Number | 736-7252 | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Current assets | ||
Cash | $ 43,853 | $ 33,322 |
Accounts receivable | 30,190 | 1,798 |
Inventory | 107,398 | 116,115 |
Other current assets | 3,221 | 3,221 |
Total current assets | 184,662 | 154,456 |
Non-current assets | ||
Property and equipment, net of depreciation | 8,485 | 9,885 |
Right of use asset | 36,544 | 42,488 |
Total non-current assets | 45,029 | 52,373 |
Total assets | 229,691 | 206,829 |
Current liabilities | ||
Accounts payable | 77,924 | 77,388 |
Accrued interest payable | 39,278 | 28,236 |
Accrued expenses | 107,255 | 104,148 |
Unearned revenue | 12,500 | 12,500 |
Lease liability, current portion | 23,246 | 23,388 |
Notes payable, net of discount | 239,749 | 257,077 |
Convertible debt, net of discount | 182,051 | 182,051 |
Derivative liability | 110,632 | 0 |
Total current liabilities | 792,635 | 684,788 |
Lease liability, non-current | 13,298 | 19,100 |
Total liabilities | 805,933 | 703,888 |
Stockholders' deficit | ||
Series A Preferred stock; 10,000,000 shares authorized of $.001 par value; 5,000,000 shares issued | 5,000 | 5,000 |
Common stock; par value $.001; 12,000,000,000 shares authorized, 6,374,516,097 shares issued | 6,374,517 | 6,374,517 |
Additional paid-in capital | 8,845,228 | 8,845,228 |
Common stock payable | 15,000 | 15,000 |
Accumulated deficit | (15,840,424) | (15,761,241) |
Total Right On Brands stockholders' deficit | (600,679) | (521,496) |
Noncontrolling interest | 24,437 | 24,437 |
Total stockholders' deficit | (576,242) | (497,059) |
Total liabilities and stockholders' deficit | $ 229,691 | $ 206,829 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Mar. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 |
Common stock, shares issued | 6,374,516,097 | 6,374,516,097 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
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, 2023 | Jun. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||
Revenues | $ 405,845 | $ 308,354 |
Cost of goods sold | 186,175 | 127,331 |
Gross profit | 219,670 | 181,023 |
Operating expenses | ||
General and administrative | 198,185 | 126,579 |
Advertising and promotion | 14,998 | 6,115 |
Legal and professional | 19,032 | 41,461 |
Depreciation and amortization | 1,400 | 1,400 |
Total operating expenses | 233,615 | 175,555 |
Income (loss) from operations | (13,945) | 5,468 |
Other income and (expense) | ||
Interest expense | (18,332) | (2,468) |
Amortization of debt discount | (6,274) | (1,490) |
Change in fair value of derivative liability | 153 | 51,994 |
Financing costs | (40,785) | 0 |
Gain on settlement of liabilities | 0 | 140,297 |
Total other income (expense) | (65,238) | 188,333 |
Net income (loss) including noncontrolling interest | (79,183) | 193,801 |
Net income (loss) attributable to noncontrolling interest | 0 | 0 |
Net income (loss) attributable to Right on Brands, Inc. | $ (79,183) | $ 193,801 |
Income (loss) per share - basic | $ 0 | $ 0 |
Income (loss) per share - diluted | $ 0 | |
Weighted average shares outstanding - basic | 6,374,516,097 | 5,924,924,638 |
Weighted average shares outstanding - diluted | 5,934,507,971 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Common Stock Payable [Member] | Preferred Stock [Member] |
Balance, shares at Mar. 31, 2022 | 5,924,801,561 | 5,000,000 | |||||
Balance, amount at Mar. 31, 2022 | $ (565,928) | $ 5,924,802 | $ 9,197,980 | $ (15,769,967) | $ 24,437 | $ 51,820 | $ 5,000 |
Issuance of common stock issuable, shares | 1,400,000 | ||||||
Issuance of common stock issuable, amount | 0 | $ 1,400 | 35,420 | 0 | 0 | (36,820) | 0 |
Net income/loss | 193,801 | $ 0 | 0 | 193,801 | 0 | 0 | $ 0 |
Balance, shares at Jun. 30, 2022 | 5,926,201,561 | 5,000,000 | |||||
Balance, amount at Jun. 30, 2022 | (372,127) | $ 5,926,202 | 9,233,400 | (15,576,166) | 24,437 | 15,000 | $ 5,000 |
Balance, shares at Mar. 31, 2023 | 6,374,516,097 | 5,000,000 | |||||
Balance, amount at Mar. 31, 2023 | (497,059) | $ 6,374,517 | 8,845,228 | (15,761,241) | 24,437 | 15,000 | $ 5,000 |
Net income/loss | (79,183) | $ 0 | 0 | (79,183) | 0 | 0 | $ 0 |
Balance, shares at Jun. 30, 2023 | 6,374,516,097 | 5,000,000 | |||||
Balance, amount at Jun. 30, 2023 | $ (576,242) | $ 6,374,517 | $ 8,845,228 | $ (15,840,424) | $ 24,437 | $ 15,000 | $ 5,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (79,183) | $ 193,801 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 1,400 | 1,400 |
Amortization of debt discount | 6,274 | 1,490 |
Financing costs | 40,785 | 0 |
Change in fair value of derivative liability | (153) | (51,994) |
(Gain) loss on settlement of liabilities | 0 | (140,297) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (28,392) | 0 |
Prepaid expenses | 0 | (6,000) |
Inventory | 8,717 | (27,013) |
Accounts payable | 536 | 668 |
Accrued interest payable | 17,847 | 2,468 |
Accrued expenses | 3,107 | 4,228 |
NET CASH USED IN OPERATING ACTIVITIES | (29,062) | (21,249) |
INVESTING ACTIVITIES | ||
NET CASH USED IN INVESTING ACTIVITIES | 0 | 0 |
FINANCING ACTIVITIES | ||
Proceeds from notes payable | 63,195 | 80,000 |
Repayment of notes payable | (23,602) | (71,556) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 39,593 | 8,444 |
NET INCREASE (DECREASE) IN CASH | 10,531 | (12,805) |
CASH, BEGINNING OF PERIOD | 33,322 | 28,056 |
CASH, END OF PERIOD | 43,853 | 15,251 |
CASH PAID FOR INCOME TAXES | 485 | 0 |
CASH PAID FOR INTEREST | 0 | 0 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Discount on note payable | 14,000 | 0 |
Discount on note payable from derivative liability | 70,000 | 0 |
Accrued interest settled with note payable | 6,805 | 0 |
Common stock issued for common stock payable | $ 0 | $ 36,820 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Jun. 30, 2023 | |
ORGANIZATION AND NATURE OF BUSINESS | |
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's 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: · Endo Brands, Inc. · Humble Water Company The Company has the following majority owned subsidiaries: · Endo & Centre Venture LLC (51% owner) · Spring Hill Water Company, LLC (49% owner – see Note 7) 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. 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. At June 30, 2023 and March 31, 2023, the Company owed Centre $14,154, respectively, which is included in accounts payable on the accompanying condensed consolidated balance sheets. 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, 2023 | |
GOING CONCERN | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying condensed consolidated financial statements (the “financial statements" or “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, 2023, the Company had an accumulated deficit of approximately $15,840,000, had a net loss of approximately $79,000, and net cash used in operating activities of approximately $29,000, with approximately $406,000 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, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
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 (“GAAP”) 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 (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 GAAP 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 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, 2023 or March 31, 2023. 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. 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, 2023, and March 31, 2023, 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, 2023 and 2022, respectively. Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). Cost includes materials related to the purchase of finished goods to be sold to retail customers. 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. Depreciation is provided by the straight-line method over the useful lives of the related assets, ranging from one to five years. 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 ASC 360, "Property, Plant, and Equipment," and FASB ASC 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, 2023, 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 probable that a liability has been incurred and the amount can be reasonable estimated. 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 718, “Compensation – Stock Compensation”. Costs are measured at the estimated fair 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 718, “Compensation – Stock Compensation”. Income Taxes In accordance with FASB ASC 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 online customers is typically based on sales terms that do not allow for a right of return after 7 days from the date of purchase. The transfer of control of products to our in-store customers is typically based on sales terms that do not allow for a right of return. Our products are sold for cash with payments received at pickup or before shipping. During the three months ended June 30, 2023, our revenues consisted of approximately $115,000 in wholesale revenues and $290,000 in retail revenues. 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 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, 2023 and 2022. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the period ended June 30, 2023: Balance at March 31, 2023 $ - Additions 110,785 Change in fair value (153 ) Balance at June 30, 2023 $ 110,632 The following is a summary of activity of Level 3 liabilities during the period ended June 30, 2022: Balance at March 31, 2022 $ 159,106 Settlement (107,112 ) Change in fair value (51,994 ) Balance at June 30, 2022 $ - Under the Company’s contract ordering policy, the Company first considers common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under the Company’s agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under the Company’s agreements no longer exceed the authorized number of shares and are able to be determined. On June 22, 2023, the Company issued a note payable agreement which contained default provisions that included a conversion feature meeting the definition of a derivative liability which therefore required bifurcation. At June 30, 2023, the Company estimated the fair value of the conversion feature derivatives embedded in the note payable agreement 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 $0.0001; a risk-free interest rate of 5.40%, and expected volatility of the Company’s common stock of 572%, estimated exercise price of $0.000075, 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, 2023, 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, 2023 | |
INVENTORY | |
INVENTORY | NOTE 4 – INVENTORY The Company’s inventory consisted of the following at the respective balance sheet dates: June 30, 2023 March 31, 2023 Finished goods $ 107,398 $ 116,115 $ 107,398 $ 116,115 |
PROPERTY AND EQUIPMENT AND INTA
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | 3 Months Ended |
Jun. 30, 2023 | |
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | |
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, 2023 March 31, 2023 Website development $ 88,965 $ 88,965 Automobile 31,596 31,596 Studio and office equipment 11,910 11,910 Tenant improvements 11,135 11,135 Intangible assets 1,024 1,024 144,630 144,630 Accumulated depreciation and amortization (136,145 ) (134,745 ) $ 8,485 $ 9,885 Depreciation expense of property and equipment for the periods ended June 30, 2023 and 2022 was $1,400, respectively. |
DEBT
DEBT | 3 Months Ended |
Jun. 30, 2023 | |
DEBT | |
DEBT | NOTE 6 – DEBT Notes Payable 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, 2023. During December 2021, the Company was listed as defendant on a complaint from Noteholder 10 seeking repayment of amounts due under a February 2020 convertible note payable. The Company has recorded all unpaid principal and interest due to Noteholder 10 through March 31, 2022. On April 15, 2022, the Company and Noteholder 10 entered into a settlement agreement whereby the Company will repay Noteholder 10 a total of $115,000 consisting of $25,000 paid on April 18, 2022, $5,000 to be paid monthly from May 15, 2022 to October 15, 2022, $6,250 to be paid monthly from November 15, 2022 to April 15, 2023, and $7,500 to be paid monthly from May 15, 2023 to July 15, 2023. As a result of the settlement, the Company reclassified the note from convertible debt to notes payable. On June 30, 2023, the balance of the note totaled $60,000. On July 21, 2022, the Company entered into a note payable agreement totaling $89,581, consisting of cash proceeds totaling $72,101, repayment of a prior loan balance totaling $6,999, and loan fees totaling $10,481. The note is to be repaid on an ongoing basis by deducting 19.75% of daily sales and applying against the loan balance. The note matures on January 21, 2024. On June 30, 2023, the balance of the note totaled $61,655. On August 4, 2022, the Company entered into a note payable agreement for $80,000 received as advances during the three months ended June 30, 2022. The note is to be repaid in $3,000 monthly installments beginning on September 10, 2022, with the remaining balance due at maturity on December 31, 2022. On June 30, 2023, the balance of the note totaled $69,786 and was in default. On August 11, 2022, the Company entered into a 12% note payable agreement totaling $60,760, consisting of cash proceeds totaling $50,000, financing costs of $4,250, and an original discount totaling $6,510. The note requires monthly payments of $6,805 beginning on September 30, 2022 until maturity on August 11, 2023. The note was repaid during June 2023. On June 22, 2023, the Company entered into a 12% note payable agreement totaling $84,000, consisting of cash proceeds totaling $63,195, financing costs of $5,000, an original discount totaling $9,000, and accrued interest from the August 11, 2022 note totaling $6,805. The note requires monthly payments of $10,453 beginning on July 30, 2023 until maturity on March 30, 2023. Interest at 12% was accrued at issuance. On June 30, 2023, the balance of the note totaled $84,000. During the period ended June 30, 2023, the Company incurred $15,609 in interest expenses related to notes payable. Convertible Debt At June 30, 2023 and March 31, 2023, the Company's convertible debt related to the notes which can be converted at fixed conversion rates are summarized as follows: Noteholder Origination Maturity Interest rate Fixed conversion rate Principal balance Debt discount Net amount of liabilities presented Noteholder 9 7/7/2016 9/30/2019 6.00 % $0.10/Share $ 25,000 $ - $ 25,000 Noteholder 13 2/16/2021 8/16/2021 6.00 % $0.015/Share 140,000 - 140,000 Noteholder 17 2/17/2023 8/20/2023 6.00 % $0.0001/Share 17,051 - 17,051 $ 182,051 $ - $ 182,051 During the period ended June 30, 2023, the Company incurred interest expenses related to convertible debt totaling $2,723. The convertible debt held by noteholders 9 and 13 were in default at June 30, 2023. Future Maturities The Company’s future maturities of notes payable and convertible debt are as follows: Year ending March 31, Amount 2024 $ 507,492 Amortization of Debt Discount During the period ended June 30, 2023, the Company recorded amortization of debt discounts totaling $6,274. |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 3 Months Ended |
Jun. 30, 2023 | |
NONCONTROLLING INTEREST | |
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, 2023 and March 31, 2023, the noncontrolling interest was $24,437 in the accompanying consolidated financial statements. As of June 30, 2023 and March 31, 2023, our total investment into Spring Hill to date was $101,470. During the periods ended June 30, 2023 and 2022, there have been no significant operations or expenditures in the joint venture. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Jun. 30, 2023 | |
EARNINGS PER SHARE | |
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, 2023 or March 31, 2023, except as follows: June 30, 2023 March 31, 2023 Preferred stock 25,000,000 25,000,000 Convertible debt 180,093,333 180,093,333 Total 205,093,333 205,093,333 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 3 Months Ended |
Jun. 30, 2023 | |
STOCKHOLDERS EQUITY | |
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. Common Stock During December 2022, the Company’s shareholders approved a reverse split of the Company’s common stock in the amount of 250 for 1. The reverse split was to be effective during January 2023. However, the reverse split was not approved by FINRA. As of the date of this report, FINRA has not approved the reverse split and, accordingly, the effect of the reverse split has not been presented in these consolidated financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES On March 17, 2021, the Company entered into a storefront lease agreement in Rowlett, Texas. At the inception of the lease, the Company recorded a right of use asset and lease liability of $93,000, respectively. The Company records rent on straight-line basis over the terms of the underlying lease. Minimum lease payments under the lease are as follows: Year Ending March 31, Amount 2024 $ 20,008 2025 25,025 Total remaining lease payments $ 45,033 Less: imputed interest (8,489 ) Present Value of remaining lease payments $ 36,544 Current $ 23,246 Noncurrent $ 13,298 Remaining lease term (years) 1.67 Discount rate 5.00 % |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2023 | |
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 (“GAAP”) 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 (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 GAAP 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 | 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, 2023 or March 31, 2023. 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. 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, 2023, and March 31, 2023, 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, 2023 and 2022, respectively. |
Inventory | Inventories are stated at the lower of cost (average cost) or market (net realizable value). Cost includes materials related to the purchase of finished goods to be sold to retail customers. 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. Depreciation is provided by the straight-line method over the useful lives of the related assets, ranging from one to five years. |
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 ASC 360, "Property, Plant, and Equipment," and FASB ASC 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, 2023, 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 probable that a liability has been incurred and the amount can be reasonable estimated. |
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 718, “Compensation – Stock Compensation”. Costs are measured at the estimated fair 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 718, “Compensation – Stock Compensation”. |
Income Taxes | In accordance with FASB ASC 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 online customers is typically based on sales terms that do not allow for a right of return after 7 days from the date of purchase. The transfer of control of products to our in-store customers is typically based on sales terms that do not allow for a right of return. Our products are sold for cash with payments received at pickup or before shipping. During the three months ended June 30, 2023, our revenues consisted of approximately $115,000 in wholesale revenues and $290,000 in retail revenues. |
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 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, 2023 and 2022. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the period ended June 30, 2023: Balance at March 31, 2023 $ - Additions 110,785 Change in fair value (153 ) Balance at June 30, 2023 $ 110,632 The following is a summary of activity of Level 3 liabilities during the period ended June 30, 2022: Balance at March 31, 2022 $ 159,106 Settlement (107,112 ) Change in fair value (51,994 ) Balance at June 30, 2022 $ - Under the Company’s contract ordering policy, the Company first considers common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under the Company’s agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under the Company’s agreements no longer exceed the authorized number of shares and are able to be determined. On June 22, 2023, the Company issued a note payable agreement which contained default provisions that included a conversion feature meeting the definition of a derivative liability which therefore required bifurcation. At June 30, 2023, the Company estimated the fair value of the conversion feature derivatives embedded in the note payable agreement 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 $0.0001; a risk-free interest rate of 5.40%, and expected volatility of the Company’s common stock of 572%, estimated exercise price of $0.000075, 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, 2023, 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, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Summary of activity of derivative liabilities | Balance at March 31, 2023 $ - Additions 110,785 Change in fair value (153 ) Balance at June 30, 2023 $ 110,632 Balance at March 31, 2022 $ 159,106 Settlement (107,112 ) Change in fair value (51,994 ) Balance at June 30, 2022 $ - |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
INVENTORY | |
Schedule of Inventory | June 30, 2023 March 31, 2023 Finished goods $ 107,398 $ 116,115 $ 107,398 $ 116,115 |
PROPERTY AND EQUIPMENT AND IN_2
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | |
Schedule of property And Equipment | June 30, 2023 March 31, 2023 Website development $ 88,965 $ 88,965 Automobile 31,596 31,596 Studio and office equipment 11,910 11,910 Tenant improvements 11,135 11,135 Intangible assets 1,024 1,024 144,630 144,630 Accumulated depreciation and amortization (136,145 ) (134,745 ) $ 8,485 $ 9,885 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
DEBT | |
Shedule of convertible debt and derivative liability, June 30, 2022 | Noteholder Origination Maturity Interest rate Fixed conversion rate Principal balance Debt discount Net amount of liabilities presented Noteholder 9 7/7/2016 9/30/2019 6.00 % $0.10/Share $ 25,000 $ - $ 25,000 Noteholder 13 2/16/2021 8/16/2021 6.00 % $0.015/Share 140,000 - 140,000 Noteholder 17 2/17/2023 8/20/2023 6.00 % $0.0001/Share 17,051 - 17,051 $ 182,051 $ - $ 182,051 |
Schedule of debt future maturities | Year ending March 31, Amount 2024 $ 507,492 |
EARNING PER SHARE (Tables)
EARNING PER SHARE (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
EARNINGS PER SHARE | |
Summary of dilutive securities | June 30, 2023 March 31, 2023 Preferred stock 25,000,000 25,000,000 Convertible debt 180,093,333 180,093,333 Total 205,093,333 205,093,333 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
Summary of Minimum lease payments | Year Ending March 31, Amount 2024 $ 20,008 2025 25,025 Total remaining lease payments $ 45,033 Less: imputed interest (8,489 ) Present Value of remaining lease payments $ 36,544 Current $ 23,246 Noncurrent $ 13,298 Remaining lease term (years) 1.67 Discount rate 5.00 % |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Accounts payable | $ 77,924 | $ 77,388 |
Spring Hill Water Company, LLC [Member] | ||
Ownership percentage | 49% | |
Endo & Centre Venture LLC [Member] | ||
Ownership percentage | 51% | |
Accounts payable | $ 14,154 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | 3 Months Ended |
Jun. 30, 2023 USD ($) | |
GOING CONCERN | |
Accumulated deficit | $ 15,840,000 |
Net income | 79,000 |
Net cash used in operating activities | 29,000 |
Revenue | $ 406,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value Inputs Level 3 Member - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative Liability, Begin | $ 0 | $ 159,106 |
Additions | 110,785 | |
Settlement | (107,112) | |
Change in fair value | (153) | (51,994) |
Derivative Liability, End | $ 110,632 | $ 0 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Revenues | $ 405,845 | $ 308,354 | |
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 | |
Cash, FDIC Insured Amount | $ 250,000 | ||
Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 1 year | ||
Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Derivative liability of convertible notes [Member] | |||
Exercise price | $ 0.000075 | ||
Expected volatility rate | 572% | ||
Risk free interest rate | 5.40% | ||
Expected term | 1 year | ||
Common stock price per share | $ 0.0001 | ||
Wholesale revenues | |||
Revenues | $ 115,000 | ||
Retail revenues | |||
Revenues | $ 290,000 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
INVENTORY | ||
Finished Goods | $ 107,398 | $ 116,115 |
Inventory | $ 107,398 | $ 116,115 |
PROPERTY AND EQUIPMENT AND IN_3
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Property and equipment, gross | $ 144,630 | $ 144,630 |
Accumulated depreciation and amortization | (136,145) | (134,745) |
Property and equipment, net | 8,485 | 9,885 |
Intangible assets [Member] | ||
Property and equipment, gross | 1,024 | 1,024 |
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 | 11,910 | 11,910 |
Tenant Improvements [Member] | ||
Property and equipment, gross | $ 11,135 | $ 11,135 |
PROPERTY AND EQUIPMENT AND IN_4
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | ||
Depreciation expense | $ 1,400 | $ 1,400 |
DEBT (Details)
DEBT (Details) | 3 Months Ended |
Jun. 30, 2023 USD ($) $ / shares | |
Note amount | $ 182,051 |
Debt discount | 0 |
Net amounts of liabilities presented | 182,051 |
Noteholder 9 [Member] | |
Debt discount | $ 0 |
Originations date | Jul. 07, 2016 |
Date due | Sep. 30, 2019 |
Interest rate | 6% |
Fixed conversion rate | $ / shares | $ 0.10 |
Note amounts | $ 25,000 |
Net amounts of liabilities presented | 25,000 |
Noteholder 13 [Member] | |
Debt discount | $ 0 |
Originations date | Feb. 16, 2021 |
Date due | Aug. 16, 2021 |
Interest rate | 6% |
Fixed conversion rate | $ / shares | $ 0.015 |
Note amounts | $ 140,000 |
Net amounts of liabilities presented | 140,000 |
Noteholder 17 [Member] | |
Debt discount | $ 0 |
Date due | Aug. 20, 2023 |
Interest rate | 6% |
Fixed conversion rate | $ / shares | $ 0.0001 |
Note amounts | $ 17,051 |
Net amounts of liabilities presented | $ 17,051 |
Origination date | Feb. 17, 2023 |
DEBT (Details 1)
DEBT (Details 1) | Jun. 30, 2023 USD ($) |
2024 [Member] | |
Future Maturities | $ 507,492 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | ||||||||
Aug. 11, 2022 | Aug. 04, 2022 | Jun. 22, 2023 | Jul. 21, 2022 | Nov. 22, 2019 | Jul. 15, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 15, 2023 | Oct. 15, 2022 | Apr. 18, 2022 | Apr. 15, 2022 | |
Amortization of Debt Issuance Costs and Discounts | $ 6,274 | $ 1,490 | ||||||||||
Interest expenses related to Notes Payable | 15,609 | |||||||||||
Notes Payable Balance | 63,195 | $ 80,000 | ||||||||||
Agreement 22 June' 2023 [Member] | ||||||||||||
Loan agreement, amount | $ 84,000 | |||||||||||
Proceeds from loan agreement | 63,195 | |||||||||||
Notes Payable Balance | $ 84,000 | |||||||||||
Maturity date | Mar. 30, 2023 | |||||||||||
Percentage Of Note Payable | 12% | |||||||||||
Financing Cost | $ 5,000 | |||||||||||
Discount Totalling | 9,000 | |||||||||||
Monthly Payment | 10,453 | |||||||||||
Accrued interest | $ 6,805 | |||||||||||
Accrued interest percentage | 12% | |||||||||||
Agreement 11 August'2022 [Member] | ||||||||||||
Loan agreement, amount | $ 60,760 | |||||||||||
Proceeds from loan agreement | $ 50,000 | |||||||||||
Percentage Of Note Payable | 12% | |||||||||||
Financing Cost | $ 4,250 | |||||||||||
Discount Totalling | 6,510 | |||||||||||
Monthly Payment | $ 6,805 | |||||||||||
Agreement 21 July'2022 [Member] | ||||||||||||
Loan agreement, amount | $ 89,581 | |||||||||||
Proceeds from loan agreement | 72,101 | |||||||||||
Notes Payable Balance | 6,999 | 61,655 | ||||||||||
Loan Fees | $ 10,481 | |||||||||||
Maturity date | Jan. 21, 2024 | |||||||||||
Percentage of daily sales | 19.75% | |||||||||||
Agreement 4 August'2022 [Member] | ||||||||||||
Monthly payment | $ 3,000 | |||||||||||
Loan agreement, amount | 80,000 | |||||||||||
Notes Payable Balance | $ 69,786 | |||||||||||
Maturity date | Dec. 31, 2022 | |||||||||||
Individual [Member] | Promissory note [Member] | ||||||||||||
Proceeds from issuance of debt | $ 25,000 | |||||||||||
Promissory note issued | 50,000 | |||||||||||
Discount on issuance of promissory note | $ 25,000 | |||||||||||
Debt due date | February 20, 2020 | |||||||||||
Noteholder 10 [Member] | ||||||||||||
Payment of noteholder | $ 25,000 | $ 115,000 | ||||||||||
Monthly payment | $ 7,500 | $ 6,250 | $ 5,000 | |||||||||
Notes Payable Balance | 60,000 | |||||||||||
Convertible debt, Amendment agreement [Member] | Noteholder 8 [Member] | ||||||||||||
Interest expenses related to Notes Payable | $ 2,723 |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2018 | Jun. 30, 2023 | Mar. 31, 2023 | |
Investments | $ 101,470 | $ 101,470 | |
Noncontrolling interest | $ 24,437 | $ 24,437 | |
Spring Hill Water Company [Member] | |||
Ownership percentage reduction description | 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% | ||
Ownership percentage | 49% | ||
Voting membership units, percentage | 75% | ||
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 | ||
Losses,expenditures, and deductions Percentage | 100% | ||
Noncontrolling interest percentage | 25% | ||
Net losses percentage | 0% | ||
Doore, LLC [Member] | |||
Ownership percentage | 51% | ||
Bottling Facility And Equipment [Member] | |||
Commitment to additional capital | $ 530,000 | ||
Commitment to additional capital term | 2 years |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Total Stock And Debt | $ 205,093,333 | $ 205,093,333 |
Convertible Debt [Member] | ||
Potentially dilutive securities | 180,093,333 | 180,093,333 |
Preferred Stocks [Member] | ||
Potentially dilutive securities | 25,000,000 | 25,000,000 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS EQUITY | |
Description of common stock | a reverse split of the Company’s common stock in the amount of 250 for 1. The reverse split was to be effective during January 2023 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Years Ending March 31, | ||
2024 | $ 20,008 | |
2025 | 25,025 | |
Total remaining lease payments | 45,033 | |
Less: imputed interest | (8,489) | |
Present Value of remaining lease payments | 36,544 | |
Current | 23,246 | $ 23,388 |
Non current | $ 13,298 | $ 19,100 |
Remaining lease term (years) | 1 year 8 months 1 day | |
Discount rate | 5% |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Mar. 17, 2021 USD ($) |
COMMITMENTS AND CONTINGENCIES | |
Right of use asset | $ 93,000 |