Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2023 | Apr. 12, 2024 | |
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 | Dec. 31, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 31,498,064 | |
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 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55704 | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Current assets | ||
Cash | $ 59,369 | $ 33,322 |
Accounts receivable | 12,554 | 1,798 |
Inventory | 101,182 | 116,115 |
Other current assets | 3,221 | 3,221 |
Total current assets | 176,326 | 154,456 |
Non-current assets | ||
Property and equipment, net of depreciation | 5,685 | 9,885 |
Right of use asset | 29,762 | 42,488 |
Total non-current assets | 35,447 | 52,373 |
Total assets | 211,773 | 206,829 |
Current liabilities | ||
Accounts payable | 73,600 | 63,234 |
Accounts payable, related party | 14,154 | 14,154 |
Accrued interest payable | 47,829 | 28,236 |
Accrued expenses | 107,404 | 104,148 |
Unearned revenue | 12,500 | 12,500 |
Lease liability, current portion | 26,349 | 23,388 |
Notes payable, net of discount | 230,554 | 257,077 |
Convertible debt, net of discount | 258,900 | 182,051 |
Derivative liability | 242,165 | 0 |
Total current liabilities | 1,013,455 | 684,788 |
Lease liability, non-current | 4,540 | 19,100 |
Total liabilities | 1,017,995 | 703,888 |
Stockholders' deficit | ||
Series A Preferred stock; 10,000,000 shares authorized of $.001 par value; 5,000,000 shares issued and outstanding | 5,000 | 5,000 |
Common stock; par value $0.001; 100,000,000 and 12,000,000,000 shares authorized at December 31, 2023 and March 31, 2023, respectively, 25,498,064 shares issued and outstanding | 25,498 | 25,498 |
Additional paid-in capital | 15,301,443 | 15,218,684 |
Common stock payable | 15,000 | 15,000 |
Accumulated deficit | (16,153,163) | (15,761,241) |
Total stockholders' deficit | (806,222) | (497,059) |
Total liabilities and stockholders' deficit | $ 211,773 | $ 206,829 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Mar. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 25,498,064 | 25,498,064 |
Common stock, shares authorized | 100,000,000 | 12,000,000,000 |
Common stock, shares outstanding | 25,498,064 | 25,498,064 |
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 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||||
Revenues | $ 342,197 | $ 259,918 | $ 1,076,956 | $ 809,383 |
Cost of goods sold | 158,947 | 150,231 | 486,977 | 416,347 |
Gross profit | 183,250 | 109,687 | 589,979 | 393,036 |
Operating expenses | ||||
General and administrative | 143,525 | 139,736 | 539,622 | 410,324 |
Advertising and promotion | 11,900 | 4,499 | 36,685 | 11,778 |
Legal and professional | 40,980 | 27,150 | 83,462 | 104,491 |
Depreciation and amortization | 1,400 | 1,400 | 4,200 | 4,200 |
Total operating expenses | 197,805 | 172,785 | 663,969 | 530,793 |
Gain (loss) from operations | (14,555) | (63,098) | (73,990) | (137,757) |
Other income and (expense) | ||||
Interest expense | (5,441) | (2,845) | (26,883) | (8,720) |
Amortization of debt discount | (77,661) | (3,375) | (127,096) | (13,129) |
Change in fair value of derivative liability | 34,298 | 0 | 34,459 | 51,994 |
Financing costs | (157,627) | 0 | (198,412) | (4,250) |
Gain on settlement of liabilities | 0 | 0 | 0 | 140,297 |
Total other income (expense) | (206,431) | (6,220) | (317,932) | 166,192 |
Net income (loss) attributable to Right on Brands, Inc. | $ (220,986) | $ (69,318) | $ (391,922) | $ 28,435 |
Income (loss) per share - basic | $ (0.01) | $ 0 | $ (0.02) | $ 0 |
Income (loss) per share - diluted | $ 0 | |||
Weighted average shares outstanding - basic | 25,498,064 | 23,092,350 | 25,498,064 | 23,411,364 |
Weighted average shares outstanding - diluted | 23,549,698 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Total | Preferred Stock [Member] | Common Stock | Additional Paid-In Capital | Common Stock Payable [Member] | Retained Earnings (Accumulated Deficit) |
Balance, shares at Mar. 31, 2022 | 5,000,000 | 23,699,207 | ||||
Balance, amount at Mar. 31, 2022 | $ (565,928) | $ 5,000 | $ 23,699 | $ 15,123,520 | $ 51,820 | $ (15,769,967) |
Issuance of common stock issuable, shares | 5,600 | |||||
Issuance of common stock issuable, amount | 0 | 0 | $ 6 | 36,814 | (36,820) | 0 |
Recission of shares, shares | (612,456) | |||||
Recission of shares, amount | 0 | 0 | $ (612) | 612 | 0 | 0 |
Net income | 28,435 | $ 0 | $ 0 | 0 | 0 | 28,435 |
Balance, shares at Dec. 31, 2022 | 5,000,000 | 23,092,351 | ||||
Balance, amount at Dec. 31, 2022 | (537,493) | $ 5,000 | $ 23,093 | 15,160,946 | 15,000 | (15,741,532) |
Balance, shares at Mar. 31, 2023 | 5,000,000 | 25,498,064 | ||||
Balance, amount at Mar. 31, 2023 | (497,059) | $ 5,000 | $ 25,498 | 15,218,684 | 15,000 | (15,761,241) |
Net income | (391,922) | 0 | 0 | 0 | 0 | (391,922) |
Settlement of derivative liability | 82,759 | $ 0 | $ 0 | 82,759 | 0 | 0 |
Balance, shares at Dec. 31, 2023 | 5,000,000 | 25,498,064 | ||||
Balance, amount at Dec. 31, 2023 | $ (806,222) | $ 5,000 | $ 25,498 | $ 15,301,443 | $ 15,000 | $ (16,153,163) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (391,922) | $ 28,435 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 4,200 | 4,200 |
Amortization of debt discount | 127,096 | 13,129 |
Financing costs | 198,412 | 4,250 |
Change in fair value of derivative liability | (34,459) | (51,994) |
Gain on settlement of liabilities | 0 | (140,297) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (10,756) | 0 |
Prepaid expenses | 0 | (6,000) |
Inventory | 14,933 | 19,579 |
Right of use assets and liabilities | 1,127 | 0 |
Accounts payable | 10,366 | 17,483 |
Accrued interest payable | 26,398 | 8,720 |
Accrued expenses | 3,256 | 29,658 |
NET CASH USED IN OPERATING ACTIVITIES | (51,349) | (72,837) |
INVESTING ACTIVITIES | ||
NET CASH USED IN INVESTING ACTIVITIES | 0 | 0 |
FINANCING ACTIVITIES | ||
Proceeds from notes payable | 63,195 | 202,101 |
Proceeds from convertible notes payable | 105,000 | 0 |
Repayment of notes payable | (90,799) | (142,360) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 77,396 | 59,741 |
NET DECREASE IN CASH | 26,047 | (13,096) |
CASH, BEGINNING OF PERIOD | 33,322 | 28,056 |
CASH, END OF PERIOD | 59,369 | 14,960 |
CASH PAID FOR INCOME TAXES | 0 | 0 |
CASH PAID FOR INTEREST | 485 | 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 |
Discount on convertible note payable from derivative liability | 90,971 | 0 |
Settlement of derivative liability | 82,759 | 0 |
Accrued interest settled with note payable | 6,805 | 0 |
Discount on convertible note payable | 5,000 | 0 |
Common stock issued for common stock payable | 0 | 36,820 |
Principal and interest settled | 0 | 33,185 |
Original issuance discount on notes payable | 0 | 16,991 |
Recission of shares | $ 0 | $ 153,114 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 9 Months Ended |
Dec. 31, 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) 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 previously entered into an operating agreement with Centre Manufacturing, Inc. (“Centre”) and formed Endo & Centre Venture LLC. Endo & Centre Venture LLC is owned 51% by the Company and 49% owned by Centre, but all income and losses were to be split evenly. The owner of Centre is the former CEO of the Company. The Company discontinued operations of Endo & Centre Venture LLC prior to any significant activity occurring. At December 31, 2023 and March 31, 2023, the Company owed Centre $14,154, respectively. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Dec. 31, 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 December 31, 2023, the Company had an accumulated deficit of approximately $16,153,000, had a net loss of approximately $392,000, and net cash used in operating activities of approximately $51,000, with approximately $1,077,000 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 | 9 Months Ended |
Dec. 31, 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 December 31, 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. Accounts receivable are typically 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 December 31, 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 December 31, 2023 and March 31, 2023, respectively. Inventory Inventories are stated at the lower of cost (average cost) or 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 historical cost net of accumulated depreciation. Useful lives range from three to five years. Repairs and maintenance are expensed as incurred. Recoverability of Long-Lived Assets The Company evaluates long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. 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 reasonably estimated. 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. Segments The Company operates as a single segment. Revenue Recognition Revenue is recognized in accordance with ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” and the related subsequent pronouncements (collectively “Topic 606”), which the Company early adopted at formation as of May 15, 2018. Under Topic 606, revenue recognition depicts the transfer of promised goods or services to a customer in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue recognition is aligned with the delivery of goods and services and is recognized at a point in time or over time, the assessment of which requires judgment. In accordance with Topic 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. The Company applies the following five-step analysis to determine whether, how much, and when revenue is recognized: (1) identify the contract with the customer; (2) identify the performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. Under Topic 606, revenue from the sale of the Company’s products has a single performance obligation and revenue is recognized at the point in time when control of the product transfers and the Company’s obligations have been fulfilled. This generally occurs upon delivery and acceptance by the customer. Amounts disclosed as revenue are net of allowances, discounts, and rebates. Freight and sales taxes collected from customers are excluded from revenue. During the nine months ended December 31, 2023, our revenues consisted of approximately $282,000 in wholesale revenues and $795,000 in retail revenues. During the nine months ended December 31, 2022, all of our revenues were retail revenues. Advertising Expenses The Company accounts for its advertising and marketing expenses in accordance with ASC 720-35-50 and expenses all costs as they are incurred. Leases The Company uses the right-of-use (“ROU”) model to account for leases where the Company is the lessee, which requires an entity to recognize a lease liability and ROU asset on the lease commencement date. A lease liability is measured equal to the present value of the remaining lease payments over the lease term and is discounted using the incremental borrowing rate, as the rate implicit in the Company's leases is not readily determinable. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease payments include payments made before the commencement date and any residual value guarantees, if applicable. When determining the lease term, the Company includes option periods that it is reasonably certain to exercise as failure to renew the lease would impose a significant economic detriment. For operating leases, minimum lease payments or receipts, including minimum scheduled rent increases, are recognized as rent expense where the Company is a lessee on a straight-line basis over the applicable lease terms. The excess of the straight-line rent over the minimum rents paid is included in the ROU asset where the Company is a lessee. Short-term lease cost for operating leases includes rental expense for leases with a term of less than 12 months. 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 December 31, 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 December 31, 2023: Balance - March 31, 2023 $ - Additions 359,383 Settlements (82,759 ) Change in fair value (34,459 ) Balance - December 31, 2023 $ 242,165 The following is a summary of activity of Level 3 liabilities during the period ended December 31, 2022: Balance at March 31, 2022 $ 159,106 Settlement (107,112 ) Change in fair value (51,994 ) Balance at December 31, 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. On October 16, 2023, the Company issued a convertible note payable agreement that included a conversion feature meeting the definition of a derivative liability which therefore required bifurcation. At December 31, 2023, the Company estimated the fair value of the conversion feature derivatives embedded in note payable agreements 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 $0.0118; risk-free interest rates ranging from 5.26% to 5.40%, and expected volatility of the Company’s common stock ranging from 337% to 411%, estimated exercise prices ranging from $0.003 to $0.025, 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 accompanying consolidated balance sheets approximates fair value. Basic and Diluted Loss 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 year. 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. Recently Issued Accounting Standards During the period ended December 31, 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 of this report for subsequent event disclosure consideration (Note 11). |
INVENTORY
INVENTORY | 9 Months Ended |
Dec. 31, 2023 | |
INVENTORY | |
INVENTORY | NOTE 4 – INVENTORY The Company’s inventory consisted of the following at the respective balance sheet dates: December 31, 2023 March 31, 2023 Finished goods $ 101,182 $ 116,115 $ 101,182 $ 116,115 |
PROPERTY AND EQUIPMENT AND INTA
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | 9 Months Ended |
Dec. 31, 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: December 31, 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 (138,945 ) (134,745 ) $ 5,685 $ 9,885 Depreciation expense of property and equipment for the periods ended December 31, 2023 and 2022 was $4,200, respectively. |
DEBT
DEBT | 9 Months Ended |
Dec. 31, 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 December 31, 2023. During December 2021, the Company was listed as defendant on a complaint from a noteholder seeking repayment of amounts due under a February 2020 convertible note payable. The Company had recorded all unpaid principal and interest due to the noteholder through March 31, 2022. On April 15, 2022, the Company and the noteholder entered into a settlement agreement whereby the Company will repay the noteholder 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 December 31, 2023, the balance of the note totaled $60,000 and payments are past due. 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 in lieu of interest. 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 December 31, 2023, the balance of the note totaled $46,725. Subsequent to December 31, 2023, the Company defaulted on the note at maturity. On August 4, 2022, the Company entered into a 0% note payable agreement for $80,000. 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 December 31, 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 December 31, 2023, the balance of the note totaled $31,733. During the period ended December 31, 2023, the Company incurred $15,609 in interest expenses related to notes payable. Convertible Debt At December 31, 2023, the Company's convertible debt related to the notes which can be converted at various conversion rates are summarized as follows: Noteholder Origination Maturity Interest rate Conversion rate Principal balance Debt discount Net amount of liabilities presented Noteholder 8 9/5/2023 12/5/2023 8.00 % $0.025/Share $ 65,000 $ - $ 65,000 Noteholder 9 7/7/2016 9/30/2019 6.00 % $25.00/Share 25,000 - 25,000 Noteholder 13 2/16/2021 8/16/2021 6.00 % $3.75/Share 140,000 - 140,000 Noteholder 17 2/17/2023 8/20/2023 6.00 % $0.025/Share 17,051 - 17,051 Noteholder 16 10/16/2023 7/30/2024 10.00 % $0.0035/Share 45,000 33,151 11,849 $ 292,051 $ 33,151 $ 258,900 At March 31, 2023, the Company's convertible debt related to the notes which can be converted at various 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 % $25.00/Share $ 25,000 $ - $ 25,000 Noteholder 13 2/16/2021 8/16/2021 6.00 % $3.75/Share 140,000 - 140,000 Noteholder 17 2/17/2023 8/20/2023 6.00 % $0.025/Share 17,051 - 17,051 $ 182,051 $ - $ 182,051 During the period ended December 31, 2023, the Company incurred interest expenses related to convertible debt totaling $11,274. The convertible debt held by noteholders 8, 9, 13 and 17 were in default at December 31, 2023. Future Maturities The Company’s future maturities of notes payable and convertible debt are as follows: Year ending March 31, Amount 2024 $ 550,295 Amortization of Debt Discount During the period ended December 31, 2023, the Company recorded amortization of debt discounts totaling $127,096. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Dec. 31, 2023 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 8 – EARNINGS PER SHARE The Company had no potential additional dilutive securities outstanding at December 31, 2023 or March 31, 2023, except as follows: December 31, 2023 March 31, 2023 Preferred stock 100,000 100,000 Convertible debt 16,177,516 720,373 Total 16,277,516 820,373 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended |
Dec. 31, 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 until September 2023. The effect of the reverse split has been retroactively presented in these consolidated financial statements. During August 2022, the Company reduced its authorized common shares from 12,000,000,000 to 100,000,000. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2023 | |
Commitments and contingencies | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES From time to time, the Company may be involved in litigation in the ordinary course of business. The company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations. On March 17, 2021, the Company entered into a storefront lease agreement in Rowlett, Texas. 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 $ 6,708 2025 25,025 Total remaining lease payments $ 31,733 Less: imputed interest (844 ) Present Value of remaining lease payments $ 30,889 Current $ 26,349 Noncurrent $ 4,540 Remaining lease term (years) 1.17 Discount rate 5.00 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On January 1, 2024, the company Board of Directors approved and issued 5,000,000 shares of common stock in connection with employee compensation. Included in the issuance are 2,500,000 shares issued to the daughter of the Company’s CEO. On January 20, 2024, the company Board of Directors approved and issued 1,000,000 shares of common stock for the purchase of inventory. On February 29, 2024, the Company created a new subsidiary named California Best Product, Inc., organized to facilitate partnerships with California-based hemp brands. The Company contemplates maintaining majority control of the new entity with minority stakes being granted to future partners. The Company has entered into negotiations with various major California hemp brands with the aim of creating partnerships whereby such brands will be offered to consumers via the Company’s growing distribution network. While the Company has entered these negotiations and it believes such partnerships are likely, no such partnerships have been signed as of yet. There can be no assurance that such relationships will be formed, or that any other agreement or transaction will occur. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Dec. 31, 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 December 31, 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. Accounts receivable are typically 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 December 31, 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 December 31, 2023 and March 31, 2023, respectively. |
Inventory | Inventories are stated at the lower of cost (average cost) or 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 historical cost net of accumulated depreciation. Useful lives range from three to five years. Repairs and maintenance are expensed as incurred. |
Recoverability of Long-Lived Assets | The Company evaluates long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. |
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 reasonably estimated. |
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. |
Segments | The Company operates as a single segment. |
Revenue Recognition | Revenue is recognized in accordance with ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” and the related subsequent pronouncements (collectively “Topic 606”), which the Company early adopted at formation as of May 15, 2018. Under Topic 606, revenue recognition depicts the transfer of promised goods or services to a customer in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue recognition is aligned with the delivery of goods and services and is recognized at a point in time or over time, the assessment of which requires judgment. In accordance with Topic 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods or services. The Company applies the following five-step analysis to determine whether, how much, and when revenue is recognized: (1) identify the contract with the customer; (2) identify the performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. Under Topic 606, revenue from the sale of the Company’s products has a single performance obligation and revenue is recognized at the point in time when control of the product transfers and the Company’s obligations have been fulfilled. This generally occurs upon delivery and acceptance by the customer. Amounts disclosed as revenue are net of allowances, discounts, and rebates. Freight and sales taxes collected from customers are excluded from revenue. During the nine months ended December 31, 2023, our revenues consisted of approximately $282,000 in wholesale revenues and $795,000 in retail revenues. During the nine months ended December 31, 2022, all of our revenues were retail revenues. |
Advertising Expenses | The Company accounts for its advertising and marketing expenses in accordance with ASC 720-35-50 and expenses all costs as they are incurred. |
Leases | The Company uses the right-of-use (“ROU”) model to account for leases where the Company is the lessee, which requires an entity to recognize a lease liability and ROU asset on the lease commencement date. A lease liability is measured equal to the present value of the remaining lease payments over the lease term and is discounted using the incremental borrowing rate, as the rate implicit in the Company's leases is not readily determinable. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. Lease payments include payments made before the commencement date and any residual value guarantees, if applicable. When determining the lease term, the Company includes option periods that it is reasonably certain to exercise as failure to renew the lease would impose a significant economic detriment. For operating leases, minimum lease payments or receipts, including minimum scheduled rent increases, are recognized as rent expense where the Company is a lessee on a straight-line basis over the applicable lease terms. The excess of the straight-line rent over the minimum rents paid is included in the ROU asset where the Company is a lessee. Short-term lease cost for operating leases includes rental expense for leases with a term of less than 12 months. |
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 December 31, 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 December 31, 2023: Balance - March 31, 2023 $ - Additions 359,383 Settlements (82,759 ) Change in fair value (34,459 ) Balance - December 31, 2023 $ 242,165 The following is a summary of activity of Level 3 liabilities during the period ended December 31, 2022: Balance at March 31, 2022 $ 159,106 Settlement (107,112 ) Change in fair value (51,994 ) Balance at December 31, 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. On October 16, 2023, the Company issued a convertible note payable agreement that included a conversion feature meeting the definition of a derivative liability which therefore required bifurcation. At December 31, 2023, the Company estimated the fair value of the conversion feature derivatives embedded in note payable agreements 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 $0.0118; risk-free interest rates ranging from 5.26% to 5.40%, and expected volatility of the Company’s common stock ranging from 337% to 411%, estimated exercise prices ranging from $0.003 to $0.025, 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 accompanying consolidated balance sheets approximates fair value. |
Basic and Diluted Loss 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 year. 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. |
Recently Issued Accounting Standards | During the period ended December 31, 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 of this report for subsequent event disclosure consideration (Note 11). |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Summary of activity of derivative liabilities | Balance - March 31, 2023 $ - Additions 359,383 Settlements (82,759 ) Change in fair value (34,459 ) Balance - December 31, 2023 $ 242,165 Balance at March 31, 2022 $ 159,106 Settlement (107,112 ) Change in fair value (51,994 ) Balance at December 31, 2022 $ - |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
INVENTORY | |
Schedule of Inventory | December 31, 2023 March 31, 2023 Finished goods $ 101,182 $ 116,115 $ 101,182 $ 116,115 |
PROPERTY AND EQUIPMENT AND IN_2
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | |
Schedule of property And Equipment | December 31, 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 (138,945 ) (134,745 ) $ 5,685 $ 9,885 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
DEBT | |
Shedule of convertible debt and derivative liability, June 30, 2022 | Noteholder Origination Maturity Interest rate Conversion rate Principal balance Debt discount Net amount of liabilities presented Noteholder 8 9/5/2023 12/5/2023 8.00 % $0.025/Share $ 65,000 $ - $ 65,000 Noteholder 9 7/7/2016 9/30/2019 6.00 % $25.00/Share 25,000 - 25,000 Noteholder 13 2/16/2021 8/16/2021 6.00 % $3.75/Share 140,000 - 140,000 Noteholder 17 2/17/2023 8/20/2023 6.00 % $0.025/Share 17,051 - 17,051 Noteholder 16 10/16/2023 7/30/2024 10.00 % $0.0035/Share 45,000 33,151 11,849 $ 292,051 $ 33,151 $ 258,900 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 % $25.00/Share $ 25,000 $ - $ 25,000 Noteholder 13 2/16/2021 8/16/2021 6.00 % $3.75/Share 140,000 - 140,000 Noteholder 17 2/17/2023 8/20/2023 6.00 % $0.025/Share 17,051 - 17,051 $ 182,051 $ - $ 182,051 |
Schedule of debt future maturities | Year ending March 31, Amount 2024 $ 550,295 |
EARNING PER SHARE (Tables)
EARNING PER SHARE (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
EARNINGS PER SHARE | |
Summary of dilutive securities | December 31, 2023 March 31, 2023 Preferred stock 100,000 100,000 Convertible debt 16,177,516 720,373 Total 16,277,516 820,373 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Dec. 31, 2023 | |
Commitments and contingencies | |
Summary of Minimum lease payments | Year Ending March 31, Amount 2024 $ 6,708 2025 25,025 Total remaining lease payments $ 31,733 Less: imputed interest (844 ) Present Value of remaining lease payments $ 30,889 Current $ 26,349 Noncurrent $ 4,540 Remaining lease term (years) 1.17 Discount rate 5.00 % |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Accounts payable | $ 73,600 | $ 63,234 |
Endo & Centre Venture LLC [Member] | ||
Ownership percentage | 51% | |
Accounts payable | $ 14,154 | $ 14,154 |
Centre, LLC [Member] | ||
Ownership percentage | 49% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
GOING CONCERN | |
Accumulated deficit | $ 16,153,000 |
Net loss | 392,000 |
Net cash used in operating activities | 51,000 |
Revenue | $ 1,077,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value Inputs Level 3 [Member] - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Liability, Begin | $ 0 | $ 159,106 |
Additions | 359,383 | |
Settlement | (82,759) | (107,112) |
Change in fair value | (34,459) | (51,994) |
Derivative Liability, End | $ 242,165 | $ 0 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Revenues | $ 342,197 | $ 259,918 | $ 1,076,956 | $ 809,383 | |
Accounts receivables, average collection period, description | Accounts receivable are typically 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 | $ 0 | ||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | |||
Derivative liability of convertible notes [Member] | |||||
Property, Plant and Equipment, Useful Life | 1 year | ||||
Common stock price per share | $ 0.0118 | $ 0.0118 | |||
Derivative liability of convertible notes [Member] | Minimum [Member] | |||||
Exercise price | 0.003 | $ 0.003 | |||
Expected volatility rate | 337% | ||||
Risk free interest rate | 5.26% | ||||
Derivative liability of convertible notes [Member] | Maximum [Member] | |||||
Exercise price | $ 0.025 | $ 0.025 | |||
Expected volatility rate | 411% | ||||
Risk free interest rate | 5.40% | ||||
Wholesale Revenues [Member] | |||||
Revenues | $ 282,000 | ||||
Retail Revenues [Member] | |||||
Revenues | $ 795,000 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
INVENTORY | ||
Finished Goods | $ 101,182 | $ 116,115 |
Inventory | $ 101,182 | $ 116,115 |
PROPERTY AND EQUIPMENT AND IN_3
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Property and equipment, gross | $ 144,630 | $ 144,630 |
Accumulated depreciation and amortization | (138,945) | (134,745) |
Property and equipment, net | 5,685 | 9,885 |
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 |
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 ($) | 9 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS | ||
Depreciation expense | $ 4,200 | $ 4,200 |
DEBT (Details)
DEBT (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Net amounts of liabilities presented | $ 292,051 | $ 182,051 |
Debt discount | 33,151 | 0 |
Principal balance | 258,900 | 182,051 |
Noteholder 8 [Member] | ||
Debt discount | $ 0 | |
Interest rate | 8% | |
Originations date | Sep. 05, 2023 | |
Date due | Dec. 05, 2023 | |
Fixed conversion rate | $ 0.025 | |
Principal balance | $ 65,000 | |
Net amounts of liabilities presented | 65,000 | |
Noteholder 9 [Member] | ||
Debt discount | $ 0 | $ 0 |
Interest rate | 6% | 6% |
Originations date | Jul. 07, 2016 | Jul. 07, 2016 |
Date due | Sep. 30, 2019 | Sep. 30, 2019 |
Fixed conversion rate | $ 25 | $ 25 |
Principal balance | $ 25,000 | $ 25,000 |
Net amounts of liabilities presented | 25,000 | 25,000 |
Noteholder 13 [Member] | ||
Debt discount | $ 0 | $ 0 |
Interest rate | 6% | 6% |
Originations date | Feb. 16, 2021 | Feb. 16, 2021 |
Date due | Aug. 16, 2021 | Aug. 16, 2021 |
Fixed conversion rate | $ 3.75 | $ 3.75 |
Principal balance | $ 140,000 | $ 140,000 |
Net amounts of liabilities presented | 140,000 | 140,000 |
Noteholder 17 [Member] | ||
Debt discount | $ 0 | $ 0 |
Interest rate | 6% | 6% |
Originations date | Feb. 17, 2023 | Feb. 17, 2023 |
Date due | Aug. 20, 2023 | Aug. 20, 2023 |
Fixed conversion rate | $ 0.025 | $ 0.025 |
Principal balance | $ 17,051 | $ 17,051 |
Net amounts of liabilities presented | 17,051 | $ 17,051 |
Noteholder 16 [Member] | ||
Debt discount | $ 33,151 | |
Interest rate | 10% | |
Originations date | Oct. 16, 2023 | |
Date due | Jul. 30, 2024 | |
Fixed conversion rate | $ 0.0035 | |
Principal balance | $ 45,000 | |
Net amounts of liabilities presented | $ 11,849 |
DEBT (Details 1)
DEBT (Details 1) | Dec. 31, 2023 USD ($) |
2024 [Member] | |
Future Maturities | $ 550,295 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 5 Months Ended | 9 Months Ended | ||||||||
Aug. 11, 2022 | Aug. 04, 2022 | Jun. 22, 2023 | Jul. 21, 2022 | Nov. 22, 2019 | Jul. 15, 2023 | Apr. 15, 2023 | Oct. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 18, 2022 | Apr. 15, 2022 | |
Proceeds from issuance of debt | $ 105,000 | $ 0 | ||||||||||
Notes Payable Balance | 63,195 | $ 202,101 | ||||||||||
Agreement 4 August'2022 [Member] | ||||||||||||
Monthly payment | $ 3,000 | |||||||||||
Loan agreement, amount | 80,000 | |||||||||||
Notes Payable Balance | $ 69,786 | |||||||||||
Maturity date | Dec. 31, 2022 | |||||||||||
Agreement 21 July'2022 [Member] | ||||||||||||
Loan agreement, amount | $ 89,581 | |||||||||||
Proceeds from loan agreement | 72,101 | |||||||||||
Notes Payable Balance | 6,999 | |||||||||||
Loan Fees | $ 10,481 | |||||||||||
Maturity date | Jan. 21, 2024 | |||||||||||
Percentage of daily sales | 19.75% | |||||||||||
Agreement 11 August'2022 [Member] | ||||||||||||
Loan agreement, amount | $ 60,760 | |||||||||||
Proceeds from loan agreement | $ 50,000 | |||||||||||
Maturity date | Aug. 11, 2023 | |||||||||||
Percentage Of Note Payable | 12% | |||||||||||
Financing Cost | $ 4,250 | |||||||||||
Discount Totalling | 6,510 | |||||||||||
Monthly Payment | $ 6,805 | |||||||||||
Agreement 22 June' 2023 [Member] | ||||||||||||
Loan agreement, amount | $ 84,000 | |||||||||||
Proceeds from loan agreement | $ 63,195 | |||||||||||
Notes Payable Balance | 31,733 | |||||||||||
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% | |||||||||||
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 | $ 11,274 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Mar. 31, 2023 | |
Convertible Debt [Member] | ||
Potentially dilutive securities | 16,177,516 | 720,373 |
Total [Member] | ||
Potentially dilutive securities | 16,277,516 | 820,373 |
Preferred Stocks [Member] | ||
Potentially dilutive securities | 100,000 | 100,000 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - shares | 9 Months Ended | ||
Dec. 31, 2023 | Mar. 31, 2023 | Aug. 31, 2022 | |
STOCKHOLDERS EQUITY | |||
Common stock, shares authorized | 100,000,000 | 12,000,000,000 | 100,000,000 |
Preferred stock ownership percentages | 50% | ||
Description of common stock | 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 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2023 | |
Years Ending March 31, | ||
2024 | $ 6,708 | |
2025 | 25,025 | |
Total remaining lease payments | 31,733 | |
Less: imputed interest | (844) | |
Present Value of remaining lease payments | 30,889 | |
Current | 26,349 | $ 23,388 |
Non current | $ 4,540 | $ 19,100 |
Remaining lease term (years) | 1 year 2 months 1 day | |
Discount rate | 5% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | Jan. 01, 2024 | Jan. 20, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Common stock for the purchase of inventory | 25,498,064 | 25,498,064 | ||
Subsequent Event [Member] | Board of Directors [Member] | ||||
Shares of common stock issued in connection with employee compensation | 5,000,000 | |||
Common stock for the purchase of inventory | 1,000,000 | |||
Subsequent Event [Member] | CEO [Member] | ||||
Shares of common stock issued in connection with employee compensation | 2,500,000 |