Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2021 | Jul. 28, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | The Company is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A” or “Amended Filing”) to amend its original Form 10-K for the year ended March 31, 2021, originally filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2021 (the “Original Filing”), to restate its audited consolidated financial statements and related footnote disclosures for the year ended March 31, 2021 to (a) retroactively report an April 6, 2021 15-1 forward stock split, (b) delete the incorrect leases of inventory revenue disclosure statement for the period covered in the Original Filing and (c) recalculate the weighted average earnings per share. | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity File Number | 000-211986 | ||
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 | (303) | ||
Local Phone Number | 325-3738 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
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 Public Float | $ 9,691,463.40 | ||
Entity Common Stock, Shares Outstanding | 224,227,107 | ||
Documents incorporated by reference | None |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Current assets | ||
Cash | $ 28,761 | |
Accounts Receivable | 38,341 | |
Due from related parties | 163,200 | |
Advances on Inventory | 16,000 | 0 |
Total current assets | 246,302 | |
Non-current assets | ||
Fixed assets, net | 314,377 | |
Intangible assets, net | 1,600,975 | |
Total non-current assets | 1,915,352 | |
Total Assets | 2,161,654 | |
Current liabilities: | ||
Accounts payable and accrued expenses | 103,205 | |
Accounts payable, related party | 1,500 | 0 |
Deposit Liability | 21,764 | |
Accrued interest | 427,910 | 14,467 |
Warranty liability | 25,667 | |
Nonconvertible notes, related party | 834,653 | 12,000 |
Nonconvertible notes, non relatd | 1,745,000 | |
Convertible notes, related party | 29,970 | 6,546 |
Convertible notes, non related | 1,107,143 | |
Total current liabilities | 4,296,812 | 33,013 |
Non-current liabilities: | ||
PPP Loan | 588,891 | |
Nonconvertible notes, related party | 509,972 | |
Nonconvertible notes, non related | 174,620 | |
Total non-current liabilities | 1,273,483 | |
Total Liabilities | 5,570,294 | 33,013 |
Stockholders’ deficit: | ||
Common stock, par value $0.001; Authorized – 1,500,000,000; Issued and outstanding 224,227,107 (March 31, 2020- 1,500,000,000 authorized and 264,384,488 issued and outstanding) | 14,900 | 55,058 |
Additional paid-in capital | 2,065,923 | (10,224) |
Accumulated deficit | (5,489,464) | (77,847) |
Total stockholders’ deficit | (3,408,640) | (33,013) |
Total Liabilities and Stockholders’ Deficit | $ 2,161,654 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Mar. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 150,000,000 | 150,000,000 |
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 | 1,500,000,000 |
Common stock, shares issued | 224,227,107 | 264,384,488 |
Common stock, shares outstanding | 224,227,107 | 264,384,488 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total Revenues | $ 218,874 | |
Revenue | ||
Cost of goods sold, related party | 120,253 | |
Installation fees | ||
Total cost of goods sold | 120,253 | |
Gross Profit | 98,621 | |
Operating expenses | ||
Warranty expense | 13,399 | |
Depreciation and amortization | 272,779 | |
Legal and professional fees | 177,589 | |
Payroll expense | 240,395 | |
Selling and marketing expense | 52,804 | |
Selling and marketing expense, related party | 356,261 | |
Consulting expense | 25,985 | |
Consulting expense, related party | 244,186 | |
License royalties | 33,771 | |
General and administrative | 304,992 | 33,680 |
Impairment Expense | ||
Total operating expenses | 1,722,161 | 33,680 |
Other income (expense) | ||
Interest income | ||
Interest expense | (611,536) | |
Total other income (expense) | (611,536) | |
Net loss | $ (2,235,075) | $ (33,680) |
Net loss per common share - Basic and Diluted | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding - Basic and Diluted | 191,762,740 | 264,384,488 |
Sales, Net [Member] | ||
Total Revenues | $ 218,124 | |
Freight and Delivery [Member] | ||
Total Revenues | $ 750 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2019 | $ 55,058 | $ (24,923) | $ (44,167) | $ (14,032) | |
Beginning balance, shares at Mar. 31, 2019 | 264,384,488 | ||||
Forgiveness of Debt to Former Shareholder | 14,699 | 14,699 | |||
Change in shares issued | |||||
Change in shares issued, shares | |||||
Conversion of Debt | |||||
Reverse Merger Consolidation Adjustment | |||||
Net loss | (33,680) | (33,680) | |||
Ending balance, value at Mar. 31, 2020 | $ 55,058 | (10,224) | (77,847) | (33,013) | |
Ending balance, shares at Mar. 31, 2020 | 264,384,488 | ||||
Change in shares issued | $ (40,158) | (40,158) | |||
Change in shares issued, shares | (40,157,381) | ||||
Conversion of Debt | 2,076,147 | 2,076,147 | |||
Reverse Merger Consolidation Adjustment | (3,176,541) | (3,176,541) | |||
Net loss | (2,235,075) | (2,235,075) | |||
Ending balance, value at Mar. 31, 2021 | $ 14,900 | $ 2,065,923 | $ (5,489,463) | $ (3,408,640) | |
Ending balance, shares at Mar. 31, 2021 | 224,227,107 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,235,075) | $ (33,680) |
Depreciation and amortization expense | 272,779 | 215 |
Changes in operating assets and liabilities: | ||
Accounts receivables, net | (38,341) | |
Due from related parties | (163,200) | |
Advance payments on purchase of inventory, related party | (16,000) | |
Accounts payable and accrued expenses | 152,136 | (791) |
Interest payable | 413,443 | 11,467 |
Net Cash Used In Operating Activities | (1,614,258) | (22,789) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (387,131) | |
Payments on license agreement, related party | (1,801,000) | |
Net Cash Used In Investing Activities | (2,188,131) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Loans payable | 3,603,654 | 12,000 |
Loans from shareholders | 1,368,049 | 9,736 |
Change in shareholders’ equity, net | (1,100,394) | |
Change in common stock | (40,158) | |
Net Cash Provided By Financing Activities | 3,831,151 | 21,736 |
Net increase (decrease) in cash | 28,761 | (1,053) |
Cash - Beginning of Year | 1,053 | |
Cash - End of Year | $ 28,761 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Mar. 31, 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 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 0.001 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 1,269,665 539,000 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 | 12 Months Ended |
Mar. 31, 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 14,900,625 55,058,006 15 to 1 forward stock split 224,227,107 264,384,488 Cash Related Party Transactions Advance Payments on Purchases of Inventory, related party 16,000 0 Fixed Assets 108,746 0 Patent Cost 10 362,500 200,000 License Payable, related party Warranty Liability Beneficial Conversion Features Derivatives Revenue The Company derives its revenues primarily from the usage fees and sales of hydro therapy massage beds and installation services. Revenues from sales are recognized when the products are sold and delivered to its customers and the usage fees are earned based on subscription or actual usage. Sales Taxes 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. Income Taxes The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. 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 March 31, 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments |
Going Concern
Going Concern | 12 Months Ended |
Mar. 31, 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 | 12 Months Ended |
Mar. 31, 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 25,985 0 1,500 0 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 5 Fixed Assets The carrying basis and accumulated depreciation of fixed assets at March 31, 2021 and 2020 is as follows: Schedule of Fixed Assets Useful Lives March 31, 2021 March 31, 2020 Equipment in use 5 $ 99,000 $ - Equipment at 3 rd 5 212,000 - Building and Improvements 40 68,815 - Vehicles and trailers 5 60,266 - Less depreciation (125,704 ) Total fixed assets, net $ 314,377 - The Company recorded depreciation expense of $ 55,796 0 |
License Agreement, Related Part
License Agreement, Related Party | 12 Months Ended |
Mar. 31, 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 (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 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 10 162,500 200,000 |
Notes Payable
Notes Payable | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 Notes Payable The following are the various notes payable of the Company: PPP Loan - 294,066 1.0% 144,065.87 Promissory Notes were due May 2022 and June 2025 and the balance of $ 444,825 Nonconvertible notes, related party - 1,334,007 824,035 509,972 Schedule of Nonconvertible Notes Related Party Interest Rate Issuance Date Maturity 3/31/2021 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 99,970 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- 1,919,620 1,745,000 174,620 Schedule of Nonconvertible Notes Non Related Interest Rate Default Rate Issuance Date Maturity 3/31/2021 14.00 % 8/1/18 1/31/20 500,000 14.00 % Additional 2 % 10/30/19 10/29/20 229,500 14.00 % N/A 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 20.00 % Additional 2 % 8/21/2020 8/20/2021 10,000 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 2/5/2021 140,000 14.20 % 25.00 % 9/18/2019 9/18/2023 26,560 14.20 % 25.00 % 10/9/2019 10/9/2023 49,840 14.20 % 25.00 % 3/10/2020 3/10/2024 98,220 1,919,620 Convertible notes, related party 29,970 4 2 December 30, 2021 Maturity Date one the notes will bear interest at an annual rate of eight percent (8%). Convertible notes, non related 1,147,610 4% December 2020 Maturity Date one the notes will bear interest at an annual rate of eight percent (8%). December 2021 Upon commencement by the Company of an underwritten initial public offering (a “ Qualified IPO Common Stock Conversion Date Conversion Price SEC The notes payable outstanding balance is as follows: Schedule of Notes Payable Outstanding Balance March 31, 2021 March 31, 2020 PPP Loan 558,891 - Nonconvertible notes, related party 834,653 12,000 Nonconvertible notes, non related 1,745,000 Convertible notes, related party 29,970 6,546 Convertible notes, non related 1,107,143 Less: Non-current portion of PPP Loan (588,891 ) - No-current portion of nonconvertible notes-related party (509,972 ) - Non-current portion of nonconvertible notes, non related (174,620 ) - Current notes payable 3,002,174 18,546 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 12 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders’ Equity (Deficit) | Note 8 Shareholders’ Equity (Deficit) Common Stock - 1,500,000 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 March 31, 2021 and 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 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 not recognize any current income tax expense or benefit due to a full valuation allowance on its deferred income tax assets. Deferred Income Tax Assets As of March 31 , Summary of Significant Deferred Income Tax Assets and Liabilities March 31, 2021 March 31, 2020 Deferred income tax assets: Net operating loss carryforwards 475,902 Other - (5,359 ) Total deferred income tax assets - 470,543 Valuation allowance for deferred income tax assets - (470,543 ) Net deferred income tax assets - - For the fiscal years ended March 31, 2021 and 2020, the valuation allowance increased primarily as a result of the increase in net operating losses. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. 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 not have any unrecognized tax benefits as of March 31, 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 | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 Commitments and Contingencies Off-Balance Sheet Arrangements – Leases – 200 The Company leases a warehouse facility of approximately 1,500 2 2 Legal Matters During the periods ended March 31, 2021 and 2020, there are no proceedings in which the Company or any of our directors, officers or affiliates, or any registered or beneficial shareholders, is an adverse party or has a material interest adverse to our interest. Subsequent Events - 100,000,000 1,500,000,000 10,000,000 150,000,000 1:15 forward stock split of the common stock. During the year ended March 31, 2021, the Company entered into PPP loans under the Paycheck Protection Program sponsored by the U.S. Small Business Administration (SBA) providing for aggregate proceeds of $ 588,891 294,066 294,825 Effective as of July 14, 2021, the principal amount of the Company’s Senior Secured Promissory Note (the “Note”) with Auctus Fund, LLC (the “Lender”) was increased by $ 25,000 |
Restatement
Restatement | 12 Months Ended |
Mar. 31, 2021 | |
Restatement | |
Restatement | Note 11 Restatement The Company amended its Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (the “Original Filing”), to restate its audited consolidated financial statements and related footnote disclosures to retroactively report an April 6, 2021, 15-1 forward stock split and delete the incorrect leases of inventory revenue disclosure statement for the period covered in the Original Filing. The Company currently does not hold any leases of inventory and has removed this disclosure from the footnotes of the financial statements in the Amendment No. 1 to the Original Filing, instead providing thatthe Company derives its revenues primarily from the usage fees and sales of hydro therapy massage beds and installation services. Revenues from sales are recognized when the products are sold and delivered to its customers and the usage fees are earned based on subscription or actual usage. Sales Taxes 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. In addition, the weighted average earnings per share have been recalculated in the Consolidated Balance Sheets in the Amendment No. 1 to the Original Filing. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 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 14,900,625 55,058,006 15 to 1 forward stock split 224,227,107 264,384,488 |
Cash | Cash |
Related Party Transactions | Related Party Transactions |
Advance Payments on Purchases of Inventory, related party | Advance Payments on Purchases of Inventory, related party 16,000 0 |
Fixed Assets | Fixed Assets 108,746 0 |
Patent Cost | Patent Cost 10 362,500 200,000 |
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 usage fees and sales of hydro therapy massage beds and installation services. Revenues from sales are recognized when the products are sold and delivered to its customers and the usage fees are earned based on subscription or actual usage. Sales Taxes 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. |
Income Taxes | Income Taxes The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. 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 March 31, 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | The carrying basis and accumulated depreciation of fixed assets at March 31, 2021 and 2020 is as follows: Schedule of Fixed Assets Useful Lives March 31, 2021 March 31, 2020 Equipment in use 5 $ 99,000 $ - Equipment at 3 rd 5 212,000 - Building and Improvements 40 68,815 - Vehicles and trailers 5 60,266 - Less depreciation (125,704 ) Total fixed assets, net $ 314,377 - |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Nonconvertible Notes Related Party | Schedule of Nonconvertible Notes Related Party Interest Rate Issuance Date Maturity 3/31/2021 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 99,970 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 3/31/2021 14.00 % 8/1/18 1/31/20 500,000 14.00 % Additional 2 % 10/30/19 10/29/20 229,500 14.00 % N/A 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 20.00 % Additional 2 % 8/21/2020 8/20/2021 10,000 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 2/5/2021 140,000 14.20 % 25.00 % 9/18/2019 9/18/2023 26,560 14.20 % 25.00 % 10/9/2019 10/9/2023 49,840 14.20 % 25.00 % 3/10/2020 3/10/2024 98,220 1,919,620 |
Schedule of Notes Payable Outstanding Balance | The notes payable outstanding balance is as follows: Schedule of Notes Payable Outstanding Balance March 31, 2021 March 31, 2020 PPP Loan 558,891 - Nonconvertible notes, related party 834,653 12,000 Nonconvertible notes, non related 1,745,000 Convertible notes, related party 29,970 6,546 Convertible notes, non related 1,107,143 Less: Non-current portion of PPP Loan (588,891 ) - No-current portion of nonconvertible notes-related party (509,972 ) - Non-current portion of nonconvertible notes, non related (174,620 ) - Current notes payable 3,002,174 18,546 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Significant Deferred Income Tax Assets and Liabilities | As of March 31 , Summary of Significant Deferred Income Tax Assets and Liabilities March 31, 2021 March 31, 2020 Deferred income tax assets: Net operating loss carryforwards 475,902 Other - (5,359 ) Total deferred income tax assets - 470,543 Valuation allowance for deferred income tax assets - (470,543 ) Net deferred income tax assets - - |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) | Apr. 06, 2021 | Jan. 05, 2021 | Apr. 17, 2020 | Mar. 05, 2020 | Jun. 25, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | 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 | 1,500,000,000 | 75,000,000 | ||||
Preferred stock authorized | 150,000,000 | 150,000,000 | ||||||
Stockholders equity description | 12.6374:1 | 15 to 1 forward stock split | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Minimum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, shares authorized | 100,000,000 | |||||||
Preferred stock authorized | 10,000,000 | |||||||
Maximum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, shares authorized | 1,500,000,000 | |||||||
Preferred stock authorized | 150,000,000 | |||||||
Exchange Agreement [Member] | Bed Therapies Inc [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock issued during period shares stock splits | 1,269,665 | |||||||
Ownership percentage | 100.00% | |||||||
Stockholders equity description | 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 | |||||||
Common stock, par value | $ 0.001 | |||||||
Debt principal 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] | ||||||||
Stock issued during period shares stock splits | 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] | ||||||||
Stockholders equity description | 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. | |||||||
Cancellation of stock split | 52,656,888 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 05, 2020 | Apr. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Short-term Debt [Line Items] | ||||
Number of anti-dilutive common stock | 14,900,625 | 55,058,006 | ||
Stock split description | 12.6374:1 | 15 to 1 forward stock split | ||
Advances on inventory | $ 16,000 | $ 0 | ||
Accumulated depreciation | $ 108,746 | 0 | ||
Intangible asset expected life | 10 years | 10 years | ||
Accumulated amortization | $ 362,500 | $ 200,000 | ||
Income tax, descripition | 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. | |||
Convertible Notes Payable [Member] | ||||
Short-term Debt [Line Items] | ||||
Number of anti-dilutive common stock | 224,227,107 | 264,384,488 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Payments of related party | $ 1,100,394 | |
Consulting expense, related party | 25,985 | $ 0 |
Accounts payable, related party | $ 1,500 | $ 0 |
Contract Services Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Rate | 10.00% | |
Consulting Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, description | 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 per month. The agreement expired on April 30, 2020 with renewal options. The Company incurred consulting expense, related party of $25,985 and $-0- as of March 31, 2021 and 2020, respectively. The Company also has an accounts payable, related party balance of $1,500 and $-0- as of March 31, 2021 and 2020, respectively. The due to and due from accounts are to various investors and related parties above for business related activities. | |
Agreement expires date | Apr. 30, 2020 | |
Consulting Agreement [Member] | Massagewave Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Payments of related party | $ 15,000 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Less depreciation | $ (125,704) | |
Total fixed assets, net | $ 314,377 | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Fixed assets, gross | $ 99,000 | |
Equipment Third Party Locations [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Fixed assets, gross | $ 212,000 | |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 40 years | |
Fixed assets, gross | $ 68,815 | |
Vehicles And Trailers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Fixed assets, gross | $ 60,266 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 55,796 | $ 0 |
License Agreement, Related Pa_2
License Agreement, Related Party (Details Narrative) - USD ($) | Mar. 02, 2020 | Oct. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Payment to acquire technology | $ 1,450,000 | $ 200,000 | $ 350,000 | $ 1,801,000 | |
Payment of escrow fee | $ 1,000 | ||||
Intangible asset expected life | 10 years | 10 years | |||
Amortization expense | $ 162,500 | $ 200,000 | |||
Drywave Technologies Inc [Member] | License Agreement [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Payable on license fee acquired | $ 2,000,000 | ||||
Related party description | After payment of the $2,000,000 License Fee and not later than April 30, 2020, the Company will pay to Drywave a royalty of 3% of Net Sales beginning May 1, 2020 and continuing for the longer of the period in which there are valid patent claims or ten years. The Company is performing on this agreement. |
Schedule of Nonconvertible Note
Schedule of Nonconvertible Notes Related Party (Details) | 12 Months Ended |
Mar. 31, 2021USD ($) | |
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 | $ 99,970 |
Nonconvertible Notes, Related Party Ten [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 Eleven [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 Twelve [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) | 12 Months Ended |
Mar. 31, 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 |
Default Rate | Additional 2 |
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 |
Default Rate | N/A |
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 |
Default Rate | Additional 2 |
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 |
Default Rate | Additional 2 |
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 |
Default Rate | Additional 2 |
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 |
Default Rate | Additional 2 |
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 |
Default Rate | Additional 2 |
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 |
Default Rate | Additional 2 |
Nonconvertible Notes, Non Related Ten [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 20.00% |
Issuance Date | Aug. 21, 2020 |
Maturity | Aug. 20, 2021 |
Unsecured Notes Payable | $ 10,000 |
Default Rate | Additional 2 |
Nonconvertible Notes, Non Related Eleven [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 30.00% |
Issuance Date | Oct. 29, 2020 |
Maturity | Feb. 28, 2021 |
Unsecured Notes Payable | $ 25,500 |
Default Rate | Additional 2 |
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 |
Default Rate | Additional 2 |
Nonconvertible Notes, Non Related Thirteen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 12.00% |
Issuance Date | Oct. 30, 2020 |
Maturity | Nov. 1, 2021 |
Unsecured Notes Payable | $ 25,500 |
Default Rate | Additional 2 |
Nonconvertible Notes, Non Related Fourteen [Member] | |
Short-term Debt [Line Items] | |
Issuance Date | Feb. 5, 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 | $ 26,560 |
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 | $ 49,840 |
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 | $ 98,220 |
Default Rate | 25.00 |
Nonconvertible Notes, Non Related [Member] | |
Short-term Debt [Line Items] | |
Unsecured Notes Payable | $ 1,919,620 |
Schedule of Notes Payable Outst
Schedule of Notes Payable Outstanding Balance (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Short-term Debt [Line Items] | ||
Current notes payable | $ 3,002,174 | $ 18,546 |
PPP Loan [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 558,891 | |
Non-current notes payable | (588,891) | |
Nonconvertible Notes Related Party [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 834,653 | 12,000 |
Non-current notes payable | (509,972) | |
Nonconvertible Notes, Non Related [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 1,745,000 | |
Non-current notes payable | (174,620) | |
Convertible Notes, Related Party [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | 29,970 | $ 6,546 |
Convertible Notes, Non Related [Member] | ||
Short-term Debt [Line Items] | ||
Notes payable | $ 1,107,143 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | May 12, 2021 | Mar. 31, 2021 |
Nonconvertible Notes Related Party [Member] | ||
Short-term Debt [Line Items] | ||
Unsecured notes payable | $ 1,334,007 | |
Nonconvertible Notes Related Party [Member] | Investor [Member] | ||
Short-term Debt [Line Items] | ||
Unsecured notes payable | 1,334,007 | |
Short term unsecured notes payable | 824,035 | |
Long term unsecured notes payable | 509,972 | |
Nonconvertible Notes, Non Related [Member] | ||
Short-term Debt [Line Items] | ||
Unsecured notes payable | 1,919,620 | |
Nonconvertible Notes, Non Related [Member] | Investor [Member] | ||
Short-term Debt [Line Items] | ||
Unsecured notes payable | 1,919,620 | |
Short term unsecured notes payable | 1,745,000 | |
Long term unsecured notes payable | $ 174,620 | |
Convertible Notes, Related Party [Member] | Investor [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument, interest rate | 4.00% | |
Unsecured notes payable | $ 29,970 | |
Debt instrument, default interest rate | 2.00% | |
Debt instrument, maturity date | Dec. 30, 2021 | |
Debt instrument term | 1 year | |
Debt instrument, interest rate terms | the notes will bear interest at an annual rate of eight percent (8%). | |
Convertible Notes, Non Related [Member] | Investor [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument, interest rate | 4.00% | |
Unsecured notes payable | $ 1,147,610 | |
Debt instrument, maturity date | Dec. 31, 2020 | |
Debt instrument term | 1 year | |
Debt instrument, interest rate terms | the notes will bear interest at an annual rate of eight percent (8%). | |
Convertible Notes, Non Related [Member] | Investor [Member] | Extended Maturity [Member] | ||
Short-term Debt [Line Items] | ||
Debt instrument, maturity date | Dec. 31, 2021 | |
CARES Act [Member] | Paycheck Protection Program Loan [Member] | ||
Short-term Debt [Line Items] | ||
Proceeds from loan | $ 294,066 | |
Debt instrument, interest rate | 1.00% | |
Debt instrument, forgiveness | $ 144,065.87 | $ 444,825 |
Debt instrument, description | Promissory Notes were due May 2022 and June 2025 and the balance of $444,825 may be forgiven subject to the terms of the Paycheck Protection Program. |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Details Narrative) - $ / shares | Apr. 06, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 05, 2020 | Mar. 04, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 100,000,000 | 75,000,000 | |
Common stock par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 150,000,000 | 150,000,000 | |||
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 |
Summary of Significant Deferred
Summary of Significant Deferred Income Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 475,902 | |
Other | (5,359) | |
Total deferred income tax assets | 470,543 | |
Valuation allowance for deferred income tax assets | (470,543) | |
Net deferred income tax assets |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Apr. 06, 2021shares | Mar. 31, 2021USD ($)ft²shares | Jul. 14, 2021USD ($) | Mar. 31, 2020shares | Mar. 05, 2020shares | Mar. 04, 2020shares |
Loss Contingencies [Line Items] | ||||||
Area of land | ft² | 200 | |||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 100,000,000 | 75,000,000 | ||
Preferred stock, shares authorized | 150,000,000 | 150,000,000 | ||||
Stock split | 1:15 forward stock split of the common stock. | |||||
PPP Loans [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Aggregate proceeds from loan | $ | $ 588,891 | |||||
First PPP Loans [Member] | May 12, 2021 [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Debt forgiven | $ | 294,066 | |||||
Second PPP Loans [Member] | In 2021 [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Debt forgiven | $ | $ 294,825 | |||||
Senior Secured Promissory Note [Member] | Auctus Fund, LLC [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Debt, increase in principal amount | $ | $ 25,000 | |||||
Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | |||||
Preferred stock, shares authorized | 10,000,000 | |||||
Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Common stock, shares authorized | 1,500,000,000 | |||||
Preferred stock, shares authorized | 150,000,000 | |||||
Master Facility License Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Area of land | ft² | 1,500 | |||||
Gross revenue percentage | 2.00% | |||||
Lease expiration period | 2 years |