Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2021 | Aug. 20, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-19871 | |
Entity Registrant Name | OMNIA WELLNESS INC. | |
Entity Central Index Key | 0001676852 | |
Entity Tax Identification Number | 98-1291924 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 999 18th Street | |
Entity Address, Address Line Two | Suite 3000 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | (888) | |
Local Phone Number | 320-5711 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 224,227,107 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 |
Assets | ||
Cash | $ 330,838 | $ 28,761 |
Lease receivable | 63,738 | 38,341 |
Due from related parties | 164,200 | 163,200 |
Advances on inventory | 40,000 | 16,000 |
Total current assets | 598,776 | 246,302 |
Non-current assets | ||
Fixed assets, net | 406,634 | 314,377 |
Intangible assets, net | 1,550,950 | 1,600,975 |
Total non-current assets | 1,957,584 | 1,915,352 |
Total Assets | 2,556,360 | 2,161,654 |
Current liabilities: | ||
Accounts payable and accrued expenses | 111,455 | 103,205 |
Accrued interest | 452,552 | 1,500 |
Accounts payable, related party | 1,500 | 427,910 |
Deposit liability | 21,763 | 21,764 |
Warranty liability | 25,667 | 25,667 |
Convertible notes | 5,017,148 | 4,401,358 |
Total current liabilities | 5,630,085 | 4,981,404 |
Non-Current liabilities | ||
PPP loan | 294,825 | 588,891 |
Total non-current liabilities | 294,825 | 588,891 |
Total liabilities | 5,924,910 | 5,570,295 |
Stockholders’ deficit: | ||
Preferred stock: Authorized - 10,000,000; Issued and outstanding 0 on March 31, 2021 150,000,000 authorized and 0 issued and outstanding on June 30, 2021 | ||
Common stock, par value $0.001; Authorized – 1,500,000,000; Issued and outstanding 224,227,107 on June 30, 2021, and 100,000,000 authorized and 14,900,629 issued and outstanding on March 31, 2021 | 14,900 | 14,900 |
Additional paid-in capital | 2,496,046 | 2,065,923 |
Accumulated deficit | (5,879,496) | (5,489,464) |
Total stockholders’ deficit | (3,368,550) | (3,408,641) |
Total Liabilities and Stockholders’ Deficit | $ 2,556,360 | $ 2,161,654 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Jun. 30, 2021 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 150,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock. shares authorized | 1,500,000,000 | 100,000,000 |
Common stock, shares issued | 224,227,107 | 14,900,629 |
Common stock, shares outstanding | 224,227,107 | 14,900,629 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Total Revenue | $ 37,121 | $ 230,171 |
Cost of goods sold | 5,300 | 174,414 |
Shipping | 1,232 | |
Total cost of goods sold | 6,532 | 174,414 |
Gross profit | 30,589 | 55,757 |
Operating expenses: | ||
Legal and professional expense | 100,955 | 79,390 |
Payroll expense | 25,166 | 71,334 |
Selling and marketing expense | 376 | 10,242 |
Depreciation and amortization | 70,479 | 68,863 |
R&D Expense | 334,500 | |
General and administrative | 59,228 | 77,199 |
Total operating expenses | 590,704 | 307,028 |
Income (loss) from operations | (560,115) | (251,271) |
Other expense: | ||
Interest expense | 126,831 | 5,833 |
Forgiveness of PPP Loan | (296,914) | |
Total other expenses | (170,083) | 5,833 |
Net loss before income taxes | (390,032) | (257,104) |
Income taxes | 0 | 18,853 |
Net income (loss) | (390,032) | (275,957) |
Product and Service [Member] | ||
Total Revenue | $ 37,121 | $ 230,171 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2020 | $ 55,058 | $ (10,224) | $ (77,847) | $ (33,013) | |
Balance, shares at Mar. 31, 2020 | 55,058,006 | ||||
Net Income (Loss) | (275,957) | (275,957) | |||
Ending balance, value at Jun. 30, 2020 | $ 55,058 | (10,224) | (353,804) | (308,970) | |
Balance, shares at Jun. 30, 2020 | 55,058,006 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 14,900 | 2,065,923 | (5,489,464) | (3,408,641) | |
Balance, shares at Mar. 31, 2021 | 14,900,629 | ||||
Stock Split | 209,326,478 | ||||
Additional paid in capital | 430,123 | 430,123 | |||
Net Income (Loss) | (390,032) | (390,032) | |||
Ending balance, value at Jun. 30, 2021 | $ 14,900 | $ 2,496,046 | $ (5,879,496) | $ (3,368,550) | |
Balance, shares at Jun. 30, 2021 | 224,227,107 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (390,032) | $ (275,957) |
Changes in net assets and liabilities | ||
Accounts payable and accrued expenses | 8,250 | 863,162 |
Depreciation and amortization | 71,019 | 68,863 |
Inventory | (24,000) | (945,000) |
Interest receivable | (8,842) | |
Accounts receivable | (26,397) | (624,242) |
PPP loan | (294,066) | 150,000 |
Note Receivable | (105,796) | |
Accrued interest | 24,640 | 124,601 |
Cash used in operating activities: | (630,586) | (753,211) |
Cash flows from investing activities: | ||
Fixed assets, net | (113,250) | (274,633) |
Intangible assets, net | (1,751,000) | |
Cash provided by investing activities | (113,250) | (2,025,633) |
Cash flows from financing activities: | ||
Proceeds from loan payable | 615,790 | 5,337,383 |
Proceeds from sale of common stock | 425,745 | |
Equity | 4,379 | (2,490,239) |
Cash provided by financing activities | 1,045,914 | 2,847,144 |
Change in cash | 302,078 | 68,300 |
Cash- beginning of period | 28,760 | 0 |
Cash-end of period | 330,838 | 68,300 |
Cash paid for interest | ||
Cash paid for taxes |
Nature of Operations
Nature of Operations | 3 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 Nature of Operations Omnia Wellness Inc. (the “Company”) was incorporated as a Nevada corporation on March 2, 2016 Nevada On June 25, 2019, Maksim Charniak, the Company’s then sole executive officer and director and the owner of 3,000,000 95.6% On March 5, 2020, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to, among other things, (i) increase the Company’s authorized shares of common stock from 75,000,000 100,000,000 10,000,000 12.6374:1 forward stock split of the common stock. On April 17, 2020, the Company entered into a Share Exchange and Reorganization Agreement (the “Exchange Agreement”) with Omnia Wellness Corporation (formerly known as Bed Therapies Inc.), a Texas corporation (“Omnia Corp.”), and the beneficial stockholders of Omnia Corp. to acquire 100% of the issued and outstanding shares of capital stock of Omnia Corp. The transactions contemplated by the Exchange Agreement were consummated on January 5, 2021, and, pursuant to the terms of the Exchange Agreement, among other things, all outstanding shares of common stock of Omnia Corp., no par value, or the Omnia Corp. Shares, were exchanged for shares of the Company’s common stock, par value $ 0.001 per share, based on the exchange ratio of one share of the Company’s common stock for every one Omnia Corp. Share. The Company refers herein to the transactions contemplated by the Exchange Agreement, collectively, as the Acquisition. Accordingly, the Company acquired 100% of Omnia Corp. in exchange for the issuance of 10,000,000 (not adjusted to reflect the Company’s 15:1 forward stock split on April 6, 2021) shares of the Company’s common stock and Omnia Corp. became the Company’s wholly-owned subsidiary. As of the closing of the Acquisition (the “Closing”), Mr. Samad, resigned as an officer and director of the Company and agreed to cancel 52,656,888 (pre-stock split) shares of the Company’s common stock owned beneficially and of record by him as part of the conditions to Closing, which were cancelled immediately following the Closing. The Company also issued an aggregate of 1,269,665 (pre-stock split) shares of common stock on January 5, 2021, as a result of the conversion in accordance with their terms of outstanding convertible promissory notes in the aggregate principal amount of approximately $ 539,000 . As of immediately prior to the closing of the Acquisition, the Company entered into an Assignment and Assumption Agreement with RZI Consulting LLC (the “Assignment Agreement”), pursuant to which RZI Consulting LLC assumed substantially all of the Company’s remaining assets and liabilities through the closing of the Acquisition. Accordingly, as of the closing of the Acquisition, the Company had no assets or liabilities (other than relating to general and administrative expenses). Following the Acquisition, the Company, through its wholly-owned subsidiary Omnia Corp., now develops and markets products for wellness and physical therapy markets, using patented dry-hydro therapy equipment that the Company plans to offer and sell in medical and fitness markets. On April 6, 2021, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to (i) increase the Company’s authorized shares of common stock from 100,000,000 1,500,000,000 10,000,000 150,000,000 The Company’s principal executive office is located at 999 18 th In March 2020 the World Health Organization declared COVID-19 a pandemic. The Company is still assessing the impact COVID-19 may have on its business, but there can be no assurance that this analysis will enable the Company to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally. The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies The principal accounting policies applied in the preparation of these financial statements are set out below. Basis of Presentation Principles of Consolidation Accounting Estimates Risks and Uncertainties Loss Per Common Share 224,227,107 55,058,06 Cash Related Party Transactions Advance Payments on Purchases of Inventory, related party – Advance payments on purchases of inventory consists of hydro-therapy beds and related equipment that are held by DryRx, a company owned and controlled by the Chairman’s brother, under a Contract Services Agreement until ownership is transferred, which is when a sale or a lease of the bed and equipment occurs or beds are moved to rental facilities and placed in service. The value of the advance payments is stated at the lower of cost or market, determined using the first in, first-out method. Inventory held by third parties in use, which is inventory installed at a third-party location and ownership is maintained by the Company, is re-classified to fixed assets and depreciated over its useful life using the straight-line method of depreciation. All inventory held as advance payments on purchases of inventory are available either for sale or for lease to be installed at third-party locations and not transferred until a transaction has occurred. The balance of advance payments on purchases of inventory was $ 40,000 and $ 16,000 as of June 30, 2021 and 2020, respectively. Fixed Assets - Fixed assets are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives. The fixed assets include equipment placed in use at certain locations or leased equipment to customers in which ownership is maintained by the Company. For leased equipment under agreements, depreciation is provided using the straight-line method over the 60 month maximum useful life instead of the remaining agreement term. The accumulated depreciation was calculated to be $ 146,698 and $ 68,863 as of June 30, 2021, and 2020, respectively. Patent Cost - Patents with a finite useful life that are acquired through the license agreement are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any impairment changes being accounted for on an annual basis. The expected life of the current patent recorded is expected to be 10 years. The accumulated amortization was calculated to be $ 450,050 and $ 50,000 as of June 30, 2021 and 2020, respectively. License Payable, related party Warranty Liability Beneficial Conversion Features Derivatives Revenue The Company derives its revenues primarily from the sale and revenue share of hydro therapy massage beds and installation services. Revenues are recognized when control of these products or services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue. The Company also derives revenue from equipment placed in use in which customers pay to use the equipment and revenue is recorded at the time the service is performed. The Company records leases of inventory under ASC 842 – Leases. Due to the probability of collection, the Company maintains the assets on the financials and records a deposit liability for the payments received until the collectability becomes probable. Once collectability becomes probable, the asset is derecognized and the lease investment is recorded. The leases tend to have a fixed monthly payment and some include a revenue share for additional revenues the equipment generates. The leases have a lease term of 48 to 60 months and the right of the lease to purchase the bed at the end of the lease term. Income Taxes The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de- recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Fair Value of Financial Instruments Fair Value Measurements and Disclosures ● Level 1: Quoted prices for identical assets and liabilities in active markets; ● Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and ● Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts of financial instruments including cash, accounts payable, warrant liability and notes payable approximated fair value as of June 30, 2021 and 2020 due to the relatively short maturity of the respective instruments. Recently Issued Accounting Pronouncements – Leases (Topic 842) Leases (Topic 842): Targeted Improvements Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments |
Going Concern
Going Concern | 3 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 Going Concern The Company adopted Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) The Company is commencing operations to generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue 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 sufficient revenue and its ability to raise additional funds by way of private offering. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Parties
Related Parties | 3 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 4 Related Parties The Company outsources its manufacturing pursuant to a Contract Services Agreement with DryRX, LLC dated as of January 1, 2020, which replaced and superseded the Contract Services Agreement with DryRX, LLC dated as of July 22, 2018 which expired in accordance with its terms. The Contract Services Agreement, among other things, provides that DryRX shall provide manufacturing and support services on behalf of the Company, and shall be responsible for the manufacturing oversight and production operations of the Company’s products. In return, the Company is obligated to pay to DryRX a fee equal to 10% The Company entered into a Consulting Agreement with Massagewave, Inc., owned and controlled by Steve Howe, to assist with business development and administrative activities. The agreement was entered into on May 1, 2018 and had required monthly payments of $ 15,000 April 30, 2020 36,856 and $ 25,985 as of June 30, 2021 and 2020, respectively. The Company also has an accounts payable, related party balance of $ 1,500 and $ 1,500 as of June 30, 2021 and 2020, respectively. The due to and due from accounts are to various investors and related parties above for business related activities. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 5 Fixed Assets The carrying basis and accumulated depreciation of fixed assets at June 30, 2021 and 2020 is as follows: Schedule of Fixed Assets Useful Lives June 30, 2021 June 30, 2020 Equipment in use 5 $ 359,000 $ 180,069 Leased equipment 5 0 159,266 Vehicles and trailers 5 60,266 60,266 Building and Improvements 40 134,066 0 Less depreciation 146,698 68,863 Total fixed assets, net $ 406,634 331,335 The Company recorded depreciation expense, including depreciation on equipment in use and leased equipment, of $ 70,479 and $ 68,863 for the years ended June 30, 2021 and 2020, respectively. |
License Agreement, Related Part
License Agreement, Related Party | 3 Months Ended |
Jun. 30, 2021 | |
License Agreement Related Party | |
License Agreement, Related Party | Note 6 License Agreement, Related Party On April 30, 2019, the Company entered worldwide exclusive license with Drywave Technologies, Inc. (“Drywave”), a Company owned by Steve Howe. On the terms and conditions of the agreement, the Company received intellectual property rights to manufacture, use, and offer for sale all the products related to the patents and trademarks for dry hydrotherapy therapy technologies. The license fee to acquire the technology was $ 2,000,000 , and was paid as follows: (a) $ 350,000 1,000 (b) $ 200,000 (c) $ 1,450,000 The Company made all the required payments as of March 31, 2021. After payment of the $2,000,000 License Fee, the Company pays to Drywave a royalty of 3% of Net Sales for the longer of the period in which there are valid patent claims or ten years. The Company is performing on this agreement. The company recorded the original license fee as an intangible asset as of April 30, 2019 and is amortizing the asset over the expected useful life of the asset of 10 40,625 50,000 |
Notes Payable
Notes Payable | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 Notes Payable The following are the various notes payable of the Company: PPP Loan - 294,066 144,065 151,502 294,825 Nonconvertible notes, related party - 1,244,655 in unsecured notes payable to investors. $ 1,180,937 is due in the short term and $ 63,718 is due in the long term. Schedule of Nonconvertible Notes Related Party Interest Rate Issuance Date Maturity June 30, 2021 4.00 % 12/31/2018 12/31/2020 55,250 4.00 % 12/31/2018 12/31/2020 66,900 4.00 % 12/31/2018 12/31/2020 74,220 4.00 % 9/30/2019 9/29/2021 314,000 4.00 % 9/17/2019 9/16/2020 81,500 4.00 % 9/30/2019 9/29/2021 12,450 1.00 % 12/31/2020 12/30/2022 254,382 1.00 % 12/31/2020 12/30/2022 235,600 1.00 % 12/31/2020 12/30/2022 83,785 4.00 % 12/31/2020 12/31/2021 53,100 4.00 % 12/31/2020 12/31/2021 2,850 1,334,007 Nonconvertible notes, non related- 2,702,480 in unsecured notes payable to investors. $ 2,489,970 is due in the short term and $ 212,510 is due in the long term. Schedule of Nonconvertible Notes Non Related Interest Rate Default Rate Issuance Date Maturity June 30, 2021 14.00 % 8/1/18 1/31/20 500,000 14.00 % Additional 2 % 10/30/19 10/29/20 229,500 14.00 % - 2/5/2020 2/5/2021 51,000 20.00 % Additional 2 % 2/28/2020 8/27/2020 204,000 20.00 % Additional 2 % 2/25/2020 8/24/2020 208,000 20.00 % Additional 2 % 2/28/2020 8/27/2020 102,000 20.00 % Additional 2 % 4/14/2020 10/13/2020 102,000 14.00 % Additional 2 % 12/31/2019 12/31/2020 102,000 20.00 % Additional 2 % 4/24/2020 4/23/2021 20,000 30.00 % Additional 2 % 10/29/2020 2/28/2021 25,500 12.00 % Additional 2 % 10/30/2020 11/1/2021 25,500 12.00 % Additional 2 % 10/30/2020 11/1/2021 25,500 12.00 % - 12/31/2020 12/30/2022 59,970 20.00 % - 2/5/2021 7/4/2021 140,000 14.20 % 25.00 % 9/18/2019 9/18/2023 25,900 14.20 % 25.00 % 10/9/2019 10/9/2023 44,970 14.20 % 25.00 % 3/10/2020 3/10/2024 94,420 10.00 % - 4/1/2021 3/31/2022 100,000 10.00 % - 4/1/2021 3/31/2024 47,720 12.00 % - 6/23/2021 6/22/2022 595,000 2,702,480 Convertible notes, related party 29,970 in unsecured notes payable to investors of the Company, bearing an annual interest rate of 4% and a default interest rate of an additional 2% . The notes are due December 30, 2021 unless sooner paid in full or converted in accordance with the terms of conversion, provided, however, that if a “Qualified IPO” does not occur on or before the maturity date, the maturity date shall be extended automatically for an additional one -year period and, during such period, the notes will bear interest at an annual rate of eight percent. Convertible notes, non related 1,086,643 in unsecured notes payable bearing annual interest rates of 4% . The notes are due December 2020 unless sooner paid in full or converted in accordance with the terms of conversion; provided, however, that if a “Qualified IPO” does not occur on or before the maturity date, the maturity date shall be extended automatically for an additional one -year period and, during such period, the notes will bear interest at an annual rate of eight percent (8%). The maturity date of these notes was extended to December 2021. Upon commencement by the Company of an underwritten initial public offering or the completed Share Exchange and Reorganization Agreement, of Borrower’s common stock, the Note principal, together with all accrued and unpaid interest, will be converted into Shares as of the date of such commencement. After the share exchange was completed, the Company negotiated with the lenders to convert the loans for the amount of securities of the Company determined by dividing the outstanding balance of the Note and accrued interest by $1.80, subject to adjustment. The Company evaluates these notes at commencement for beneficial conversion features and derivatives and concluded there were none. Auctus Loan 650,000 4,333,333 0.15 |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 8 Shareholders’ Equity Common Stock - 1,500,000,000 0.001 a. One non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders; b. To participate equally and to receive any and all such dividends as may be declared by the Board of Directors out of funds legally available therefore; and c. To participate pro rata in any distribution of assets available for distribution upon liquidation. Stockholders have no pre-emptive rights to acquire additional shares of common stock or any other securities. Common shares are not subject to redemption and carry no subscription or conversion rights. Preferred Stock 10,000,000 150,000,000 No The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of June 30, 2021 and 2020. |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 Income Taxes Income Tax Expense For the fiscal year ended March 31, 2021, the reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate to the pre-tax loss before income taxes, and total income tax expense recognized in the financial statements is the change in the valuation allowance. For the fiscal year ended March 31, 2021 and 2020, the Company did no NOL Carryforwards and Other Matters The Company files income tax returns in the U.S. federal jurisdiction and the state of Colorado. The Company’s federal and state tax years for the 2018 fiscal year and forward are subject to examination by taxing authorities. The Company did no t have any unrecognized tax benefits as of June 30, 2021 and 2020. The Company’s policy is to account for any interest expense and penalties for unrecognized tax benefits as part of the income tax provision. The Company does not anticipate that unrecognized tax benefits will significantly increase or decrease within the next twelve months. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 Commitments and Contingencies Off-Balance Sheet Arrangements – Leases – 200 square feet on a month to month basis. Under the lease, the lease term continues for 12 months and may be terminated upon 30 days prior notice from the landlord or, by the Company, upon 30 days prior written notice. As needed, additional space can be leased in the same building the Company currently utilizes. The Company leases a warehouse facility of approximately 1,500 square feet utilized as a service location for Southern California clients. Under the lease, the lease term continues for 37 months and may be terminated upon 90 days prior notice from the landlord or, by the Company, upon 90 days prior written notice Licenses 2% of gross revenue generated under the license. Subsequent to June 30, 2021, the rental fee on the two facilities was modified to eliminate a fixed fee rental to a percentage of gross revenues. The term was also modified so the initial term of each License granted be effective as of such license’s grant date and shall continue for a period of two years, unless sooner terminated. At the expiration of a license term, the applicable license shall automatically expire and terminate unless prior to the expiration of the license term, the parties enter into a mutually agreed upon agreement for licensee to continue providing services within the applicable facility. Legal Matters |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 Subsequent Events On July 20, 2021, the principal balance under the Auctus Note was increased by $ 25,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Principles of Consolidation | Principles of Consolidation |
Accounting Estimates | Accounting Estimates |
Risks and Uncertainties | Risks and Uncertainties |
Loss Per Common Share | Loss Per Common Share 224,227,107 55,058,06 |
Cash | Cash |
Related Party Transactions | Related Party Transactions |
Advance Payments on Purchases of Inventory, related party | Advance Payments on Purchases of Inventory, related party – Advance payments on purchases of inventory consists of hydro-therapy beds and related equipment that are held by DryRx, a company owned and controlled by the Chairman’s brother, under a Contract Services Agreement until ownership is transferred, which is when a sale or a lease of the bed and equipment occurs or beds are moved to rental facilities and placed in service. The value of the advance payments is stated at the lower of cost or market, determined using the first in, first-out method. Inventory held by third parties in use, which is inventory installed at a third-party location and ownership is maintained by the Company, is re-classified to fixed assets and depreciated over its useful life using the straight-line method of depreciation. All inventory held as advance payments on purchases of inventory are available either for sale or for lease to be installed at third-party locations and not transferred until a transaction has occurred. The balance of advance payments on purchases of inventory was $ 40,000 and $ 16,000 as of June 30, 2021 and 2020, respectively. |
Fixed Assets | Fixed Assets - Fixed assets are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives. The fixed assets include equipment placed in use at certain locations or leased equipment to customers in which ownership is maintained by the Company. For leased equipment under agreements, depreciation is provided using the straight-line method over the 60 month maximum useful life instead of the remaining agreement term. The accumulated depreciation was calculated to be $ 146,698 and $ 68,863 as of June 30, 2021, and 2020, respectively. |
Patent Cost | Patent Cost - Patents with a finite useful life that are acquired through the license agreement are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any impairment changes being accounted for on an annual basis. The expected life of the current patent recorded is expected to be 10 years. The accumulated amortization was calculated to be $ 450,050 and $ 50,000 as of June 30, 2021 and 2020, respectively. |
License Payable, related party | License Payable, related party |
Warranty Liability | Warranty Liability |
Beneficial Conversion Features | Beneficial Conversion Features |
Derivatives | Derivatives |
Revenue | Revenue The Company derives its revenues primarily from the sale and revenue share of hydro therapy massage beds and installation services. Revenues are recognized when control of these products or services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue. The Company also derives revenue from equipment placed in use in which customers pay to use the equipment and revenue is recorded at the time the service is performed. The Company records leases of inventory under ASC 842 – Leases. Due to the probability of collection, the Company maintains the assets on the financials and records a deposit liability for the payments received until the collectability becomes probable. Once collectability becomes probable, the asset is derecognized and the lease investment is recorded. The leases tend to have a fixed monthly payment and some include a revenue share for additional revenues the equipment generates. The leases have a lease term of 48 to 60 months and the right of the lease to purchase the bed at the end of the lease term. |
Income Taxes | Income Taxes The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de- recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value Measurements and Disclosures ● Level 1: Quoted prices for identical assets and liabilities in active markets; ● Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and ● Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts of financial instruments including cash, accounts payable, warrant liability and notes payable approximated fair value as of June 30, 2021 and 2020 due to the relatively short maturity of the respective instruments. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements – Leases (Topic 842) Leases (Topic 842): Targeted Improvements Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | The carrying basis and accumulated depreciation of fixed assets at June 30, 2021 and 2020 is as follows: Schedule of Fixed Assets Useful Lives June 30, 2021 June 30, 2020 Equipment in use 5 $ 359,000 $ 180,069 Leased equipment 5 0 159,266 Vehicles and trailers 5 60,266 60,266 Building and Improvements 40 134,066 0 Less depreciation 146,698 68,863 Total fixed assets, net $ 406,634 331,335 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Nonconvertible Notes Related Party | Schedule of Nonconvertible Notes Related Party Interest Rate Issuance Date Maturity June 30, 2021 4.00 % 12/31/2018 12/31/2020 55,250 4.00 % 12/31/2018 12/31/2020 66,900 4.00 % 12/31/2018 12/31/2020 74,220 4.00 % 9/30/2019 9/29/2021 314,000 4.00 % 9/17/2019 9/16/2020 81,500 4.00 % 9/30/2019 9/29/2021 12,450 1.00 % 12/31/2020 12/30/2022 254,382 1.00 % 12/31/2020 12/30/2022 235,600 1.00 % 12/31/2020 12/30/2022 83,785 4.00 % 12/31/2020 12/31/2021 53,100 4.00 % 12/31/2020 12/31/2021 2,850 1,334,007 |
Schedule of Nonconvertible Notes Non Related | Schedule of Nonconvertible Notes Non Related Interest Rate Default Rate Issuance Date Maturity June 30, 2021 14.00 % 8/1/18 1/31/20 500,000 14.00 % Additional 2 % 10/30/19 10/29/20 229,500 14.00 % - 2/5/2020 2/5/2021 51,000 20.00 % Additional 2 % 2/28/2020 8/27/2020 204,000 20.00 % Additional 2 % 2/25/2020 8/24/2020 208,000 20.00 % Additional 2 % 2/28/2020 8/27/2020 102,000 20.00 % Additional 2 % 4/14/2020 10/13/2020 102,000 14.00 % Additional 2 % 12/31/2019 12/31/2020 102,000 20.00 % Additional 2 % 4/24/2020 4/23/2021 20,000 30.00 % Additional 2 % 10/29/2020 2/28/2021 25,500 12.00 % Additional 2 % 10/30/2020 11/1/2021 25,500 12.00 % Additional 2 % 10/30/2020 11/1/2021 25,500 12.00 % - 12/31/2020 12/30/2022 59,970 20.00 % - 2/5/2021 7/4/2021 140,000 14.20 % 25.00 % 9/18/2019 9/18/2023 25,900 14.20 % 25.00 % 10/9/2019 10/9/2023 44,970 14.20 % 25.00 % 3/10/2020 3/10/2024 94,420 10.00 % - 4/1/2021 3/31/2022 100,000 10.00 % - 4/1/2021 3/31/2024 47,720 12.00 % - 6/23/2021 6/22/2022 595,000 2,702,480 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) | Apr. 06, 2021 | Apr. 06, 2021 | Jan. 05, 2021 | Apr. 17, 2020 | Mar. 05, 2020 | Jun. 25, 2019 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 04, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Entity incorporation, date of incorporation | Mar. 2, 2016 | ||||||||
Entity incorporation, state or country code | NV | ||||||||
Equity method investment description | On June 25, 2019, Maksim Charniak, the Company’s then sole executive officer and director and the owner of 3,000,000 shares (pre- stock split) of the Company’s common stock, sold all of his shares of common stock of the Company to Amer Samad, resulting in a change of control of the Company. As part of that transaction, Mr. Charniak resigned from all of his officer and director positions, and Mr. Samad was appointed as the Chief Executive Officer, President, Chief Financial Officer and Secretary of the Company, and was appointed to the Board of Directors of the Company. Mr. Samad also purchased 1,167,937 shares (pre-stock split) of the Company’s common stock in a series of private transactions, resulting in Mr. Samad owning 4,167,937 shares (pre-stock split) of the Company’s common stock, or approximately 95.6% of the issued and outstanding common stock of the Company. | ||||||||
Common stock, shares authorized | 100,000,000 | 1,500,000,000 | 100,000,000 | 75,000,000 | |||||
Preferred stock authorized | 150,000,000 | 10,000,000 | |||||||
Forward stock split | 12.6374:1 forward stock split of the common stock. | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||
Minimum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||
Preferred stock authorized | 10,000,000 | 10,000,000 | |||||||
Maximum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | |||||||
Preferred stock authorized | 150,000,000 | 150,000,000 | |||||||
Exchange Agreement [Member] | Bed Therapies Inc [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares pre stock splits issued | 1,269,665 | ||||||||
Forward stock split | Accordingly, the Company acquired 100% of Omnia Corp. in exchange for the issuance of 10,000,000 (not adjusted to reflect the Company’s 15:1 forward stock split on April 6, 2021) shares of the Company’s common stock and Omnia Corp. became the Company’s wholly-owned subsidiary. | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 539,000 | ||||||||
Blank Check [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Preferred stock authorized | 10,000,000 | ||||||||
Mr Amer Samad [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares pre stock splits issued | 3,000,000 | ||||||||
Ownership percentage | 95.60% | ||||||||
Mr Amer Samad [Member] | Exchange Agreement [Member] | Bed Therapies Inc [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Forward stock split | Company filed a Certificate of Change with the Secretary of State of the State of Nevada to (i) increase the Company’s authorized shares of common stock from 100,000,000 to 1,500,000,000, (ii) increase the Company’s authorized shares of “blank check” preferred stock from 10,000,000 to 150,000,000, and (iii) effect a 1:15 forward stock split of the common stock. | ||||||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 52,656,888 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Apr. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 |
Accounting Policies [Abstract] | |||
Number of anti-dilutive common stock | 224,227,107 | 55,058.06 | |
Inventory, Net | $ 40,000 | $ 16,000 | |
Property, Plant and Equipment, Useful Life | 60 months | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 146,698 | 68,863 | |
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 450,050 | $ 50,000 | |
Income tax examination, likelihood of unfavorable settlement | The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de- recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Related Party Transaction [Line Items] | ||
Net sales percentage | 10.00% | |
Related Party Transaction, Description of Transaction | The Company entered into a Consulting Agreement with Massagewave, | |
Related Party Transaction, Date | Apr. 30, 2020 | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 36,856 | $ 25,985 |
Accounts Receivable, Related Parties, Current | 1,500 | $ 1,500 |
Massagewave Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Repayments of Related Party Debt | $ 15,000 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 60 months | ||
Less depreciation | $ 146,698 | $ 68,863 | |
Total fixed assets, net | $ 406,634 | $ 314,377 | 331,335 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 5 years | ||
Property, Plant and Equipment, Gross | $ 359,000 | 180,069 | |
Leased Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 5 years | ||
Property, Plant and Equipment, Gross | $ 0 | 159,266 | |
Vehicles and trailers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 5 years | ||
Property, Plant and Equipment, Gross | $ 60,266 | 60,266 | |
Building and Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 40 years | ||
Property, Plant and Equipment, Gross | $ 134,066 | $ 0 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Equipment in Use and Leased Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 70,479 | $ 68,863 |
License Agreement, Related Pa_2
License Agreement, Related Party (Details Narrative) - USD ($) | Mar. 02, 2020 | Oct. 30, 2019 | Apr. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Aug. 30, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Payment to acquire technology | $ 1,450,000 | $ 200,000 | $ 350,000 | $ 1,751,000 | |||
Payment of escrow fee | $ 1,000 | ||||||
Related Party Transaction, Description of Transaction | The Company entered into a Consulting Agreement with Massagewave, | ||||||
Intangible asset expected life | 10 years | 10 years | |||||
License Agreement [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Amortization expense | $ 40,625 | $ 50,000 | |||||
Drywave Technologies Inc [Member] | License Agreement [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Accounts Payable, Related Parties | $ 2,000,000 | ||||||
Related Party Transaction, Description of Transaction | After payment of the $2,000,000 License Fee, the Company pays to Drywave a royalty of 3% of Net Sales for the longer of the period in which there are valid patent claims or ten years. The Company is performing on this agreement. |
Schedule of Nonconvertible Note
Schedule of Nonconvertible Notes Related Party (Details) | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Nonconvertible Notes Related Party One [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Dec. 31, 2018 |
Maturity | Dec. 31, 2020 |
Unsecured Notes Payable | $ 55,250 |
Nonconvertible Notes Related Party Two [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Dec. 31, 2018 |
Maturity | Dec. 31, 2020 |
Unsecured Notes Payable | $ 66,900 |
Nonconvertible Notes Related Party Three [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Dec. 31, 2018 |
Maturity | Dec. 31, 2020 |
Unsecured Notes Payable | $ 74,220 |
Nonconvertible Notes Related Party Four [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Sep. 30, 2019 |
Maturity | Sep. 29, 2021 |
Unsecured Notes Payable | $ 314,000 |
Nonconvertible Notes Related Party Five [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Sep. 17, 2019 |
Maturity | Sep. 16, 2020 |
Unsecured Notes Payable | $ 81,500 |
Nonconvertible Notes Related Party Six [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Sep. 30, 2019 |
Maturity | Sep. 29, 2021 |
Unsecured Notes Payable | $ 12,450 |
Nonconvertible Notes Related Party Seven [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 1.00% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 30, 2022 |
Unsecured Notes Payable | $ 254,382 |
Nonconvertible Notes Related Party Eight [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 1.00% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 30, 2022 |
Unsecured Notes Payable | $ 235,600 |
Nonconvertible Notes Related Party Nine [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 1.00% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 30, 2022 |
Unsecured Notes Payable | $ 83,785 |
Nonconvertible Notes Related Party Ten [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 31, 2021 |
Unsecured Notes Payable | $ 53,100 |
Nonconvertible Notes Related Party Eleven [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 31, 2021 |
Unsecured Notes Payable | $ 2,850 |
Nonconvertible Notes Related Party [Member] | |
Short-term Debt [Line Items] | |
Unsecured Notes Payable | $ 1,334,007 |
Schedule of Nonconvertible No_2
Schedule of Nonconvertible Notes Non Related (Details) | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Nonconvertible Notes Non Related One [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 14.00% |
Issuance Date | Aug. 1, 2018 |
Maturity | Jan. 31, 2020 |
Unsecured Notes Payable | $ 500,000 |
Nonconvertible Notes Non Related Two [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 14.00% |
Issuance Date | Oct. 30, 2019 |
Maturity | Oct. 29, 2020 |
Unsecured Notes Payable | $ 229,500 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Three [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 14.00% |
Issuance Date | Feb. 5, 2020 |
Maturity | Feb. 5, 2021 |
Unsecured Notes Payable | $ 51,000 |
Nonconvertible Notes Non Related Four [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 20.00% |
Issuance Date | Feb. 28, 2020 |
Maturity | Aug. 27, 2020 |
Unsecured Notes Payable | $ 204,000 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Five [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 20.00% |
Issuance Date | Feb. 25, 2020 |
Maturity | Aug. 24, 2020 |
Unsecured Notes Payable | $ 208,000 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Six [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 20.00% |
Issuance Date | Feb. 28, 2020 |
Maturity | Aug. 27, 2020 |
Unsecured Notes Payable | $ 102,000 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Seven [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 20.00% |
Issuance Date | Apr. 14, 2020 |
Maturity | Oct. 13, 2020 |
Unsecured Notes Payable | $ 102,000 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Eight [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 14.00% |
Issuance Date | Dec. 31, 2019 |
Maturity | Dec. 31, 2020 |
Unsecured Notes Payable | $ 102,000 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Nine [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 20.00% |
Issuance Date | Apr. 24, 2020 |
Maturity | Apr. 23, 2021 |
Unsecured Notes Payable | $ 20,000 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Ten [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 30.00% |
Issuance Date | Oct. 29, 2020 |
Maturity | Feb. 28, 2021 |
Unsecured Notes Payable | $ 25,500 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Eleven [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 12.00% |
Issuance Date | Oct. 30, 2020 |
Maturity | Nov. 1, 2021 |
Unsecured Notes Payable | $ 25,500 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Twelve [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 12.00% |
Issuance Date | Oct. 30, 2020 |
Maturity | Nov. 1, 2021 |
Unsecured Notes Payable | $ 25,500 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Thirteen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 12.00% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 30, 2022 |
Unsecured Notes Payable | $ 59,970 |
Nonconvertible Notes Non Related Fourteen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 20.00% |
Issuance Date | Feb. 5, 2021 |
Maturity | Jul. 4, 2021 |
Unsecured Notes Payable | $ 140,000 |
Nonconvertible Notes Non Related Fifteen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 14.20% |
Issuance Date | Sep. 18, 2019 |
Maturity | Sep. 18, 2023 |
Unsecured Notes Payable | $ 25,900 |
Debt instrument, default rate | 25.00% |
Nonconvertible Notes Non Related Sixteen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 14.20% |
Issuance Date | Oct. 9, 2019 |
Maturity | Oct. 9, 2023 |
Unsecured Notes Payable | $ 44,970 |
Debt instrument, default rate | 25.00% |
Nonconvertible Notes Non Related Seventeen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 14.20% |
Issuance Date | Mar. 10, 2020 |
Maturity | Mar. 10, 2024 |
Unsecured Notes Payable | $ 94,420 |
Debt instrument, default rate | 25.00% |
Nonconvertible Notes Non Related Eighteen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 10.00% |
Issuance Date | Apr. 1, 2021 |
Maturity | Mar. 31, 2022 |
Unsecured Notes Payable | $ 100,000 |
Nonconvertible Notes Non Related Nineteen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 10.00% |
Issuance Date | Apr. 1, 2021 |
Maturity | Mar. 31, 2024 |
Unsecured Notes Payable | $ 47,720 |
Nonconvertible Notes Non Related Twenty [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 12.00% |
Issuance Date | Jun. 23, 2021 |
Maturity | Jun. 22, 2022 |
Unsecured Notes Payable | $ 595,000 |
Nonconvertible Notes Non Related [Member] | |
Short-term Debt [Line Items] | |
Unsecured Notes Payable | $ 2,702,480 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 24, 2021 | May 12, 2021 | May 04, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 |
Auctus Fund L L C [Member] | Securities Purchase Agreement [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument principal amount | $ 650,000 | ||||||
Auctus Fund L L C [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Shares issued | 4,333,333 | ||||||
Warrants exercise price | $ 0.15 | ||||||
Paycheck Protection Program [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Proceeds from loan | $ 294,825 | $ 294,825 | |||||
Nonconvertible Notes Related Party [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Unsecured Debt | $ 1,334,007 | ||||||
Nonconvertible Notes Related Party [Member] | Investor [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Unsecured Debt | 1,244,655 | ||||||
Unsecured Debt, Current | 1,180,937 | ||||||
Unsecured Long-term Debt, Noncurrent | 63,718 | ||||||
Nonconvertible Notes Non Related [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Unsecured Debt | 2,702,480 | ||||||
Nonconvertible Notes Non Related [Member] | Investor [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Unsecured Debt | 2,702,480 | ||||||
Unsecured Debt, Current | 2,489,970 | ||||||
Unsecured Long-term Debt, Noncurrent | 212,510 | ||||||
Convertible Notes Related Party [Member] | Investor [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Unsecured Debt | $ 29,970 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||
Debt instrument, default interest rate | 2.00% | ||||||
Debt Instrument, Maturity Date | Dec. 30, 2021 | ||||||
Debt Instrument, Description | one | ||||||
Debt Instrument, Interest Rate Terms | the notes will bear interest at an annual rate of eight percent. | ||||||
Convertible Notes Non Related [Member] | Investor [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Unsecured Debt | $ 1,086,643 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||
Debt Instrument, Description | one | ||||||
Debt Instrument, Interest Rate Terms | the notes will bear interest at an annual rate of eight percent (8%). | ||||||
C A R E S Act [Member] | Paycheck Protection Program Loan [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Proceeds from loan | $ 294,066 | ||||||
Debt instrument, forgiveness | $ 151,502 | $ 144,065 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - $ / shares | Jun. 30, 2021 | Apr. 06, 2021 | Mar. 31, 2021 | Mar. 05, 2020 | Mar. 04, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized | 1,500,000,000 | 100,000,000 | 100,000,000 | 75,000,000 | |
Common stock par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 150,000,000 | 10,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | ||||
Preferred stock, shares authorized | 10,000,000 | ||||
Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized | 1,500,000,000 | ||||
Preferred stock, shares authorized | 150,000,000 | ||||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized | 1,500,000,000 | ||||
Common stock par value | $ 0.001 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax expense benefit | $ 0 | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Jun. 30, 2021ft² | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Area of Land | 200 |
Master Facility License Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Area of Land | 1,500 |
Gross revenue percentage | 2.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jul. 20, 2021USD ($) |
Subsequent Event [Member] | Auctus Fund L L C [Member] | |
Subsequent Event [Line Items] | |
Increase in debt instrument, face amount | $ 25,000 |