Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2022 | Oct. 25, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 333-211986 | |
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 | (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 | 231,505,146 |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
Current assets: | ||
Cash | $ (1,108) | $ 1,894 |
Accounts receivable | 113,099 | 206,949 |
Other receivable | ||
Due from related parties | 114,962 | 2,780 |
Inventory | 24,000 | 24,000 |
Total current assets | 250,953 | 235,623 |
Non-current assets: | ||
Fixed assets, net | 525,652 | 515,113 |
Intangible assets, net | 1,400,875 | 1,450,900 |
ROU assets, net | 138,648 | 160,197 |
Total non-current assets | 2,065,175 | 2,126,210 |
Total assets | 2,316,128 | 2,361,833 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 725,706 | 562,213 |
Deposit liability | 8,002 | |
Accrued interest | 743,411 | 615,261 |
Lease liability | 102,934 | 99,464 |
Warranty liability | 25,667 | 25,667 |
Royalty liability | 159,094 | 143,817 |
Nonconvertible notes, related party | 1,852,735 | 1,102,735 |
Nonconvertible notes | 1,765,219 | 1,765,219 |
Convertible notes, related party | 29,970 | 29,970 |
Convertible notes | 1,318,193 | 1,229,443 |
Senior secured notes | 675,000 | |
Total current liabilities | 7,397,929 | 5,581,791 |
Non-current liabilities: | ||
Advances due to related party | 163,239 | 143,239 |
Lease liability | 55,220 | 80,099 |
Senior secured notes | 675,000 | |
Nonconvertible notes, related party | 141,920 | 891,920 |
Nonconvertible notes | 189,918 | 189,918 |
Convertible notes | 70,000 | |
Total non-current liabilities | 620,297 | 1,980,176 |
Total liabilities | 8,018,226 | 7,561,967 |
Stockholders’ deficit: | ||
Stock Payable | 230,367 | 642,867 |
Stock Reserve | 412,500 | |
Preferred stock; 150,000,000 shares authorized; no shares issued or outstanding | ||
Common stock; $0.001 par value, 1,500,000,000 shares authorized; 231,505,146 and 232,222,818 issued and outstanding, respectively | 231,505 | 232,223 |
Common Stock Subscribed $.001 par value subscribed common shares, 2,500,000 and -0- shares outstanding, respectively | 2,500 | 2,500 |
Additional paid-in capital | 5,422,597 | 5,344,318 |
Accumulated deficit | (11,591,567) | (11,012,042) |
Stock Purchase Agreement Receivable | (410,000) | (410,000) |
Total stockholders’ deficit | (5,702,098) | (5,200,134) |
Total liabilities and stockholders’ deficit | $ 2,316,128 | $ 2,361,833 |
Consolidated Balance Sheet (U_2
Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Mar. 31, 2022 |
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 or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,500,000,000 | 1,500,000,000 |
Common Stock, Shares, Issued | 231,505,146 | 232,222,818 |
Common Stock, Shares, Outstanding | 231,505,146 | 232,222,818 |
Common stock subscribed, par value | $ 0.001 | $ 0.001 |
Common stock subscribed, shares outstanding | 2,500,000 | 0 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||
Total revenue | $ 133,646 | $ 37,121 |
Cost of goods sold | ||
Cost of goods sold | 20,966 | 6,532 |
Total cost of goods sold | 20,966 | 6,532 |
Gross Profit | 112,680 | 30,589 |
Operating expenses: | ||
Warranty expense | ||
Depreciation and amortization | 95,335 | 70,479 |
Legal and professional fees | 1,779 | 100,955 |
Payroll expense | 131,271 | 25,166 |
Selling and marketing expense | 18,559 | 376 |
Consulting | 16,941 | |
Consulting, related party | 46,000 | |
Royalty expense | 15,277 | |
General and administrative | 85,319 | 59,228 |
Research and development | 48,200 | 334,500 |
Total operating expenses | 458,681 | 590,704 |
Other (income) expense: | ||
Gain on PPP loan forgiven | (296,914) | |
Loss on debt settlement | ||
Interest expense and finance costs | 233,524 | 126,831 |
Total other (income) expense | 233,524 | (170,083) |
Net loss | $ (579,525) | $ (390,032) |
Net loss per common share – basic and diluted | $ 0 | $ 0 |
Weighted average common shares outstanding-basic and diluted | 231,507,112 | 224,213,700 |
Sales Net [Member] | ||
Revenue | ||
Total revenue | $ 133,646 | $ 37,121 |
Freight and Delivery Income [Member] | ||
Revenue | ||
Total revenue |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Common Stock Subscribed [Member] | Preferred Stock Shares [Member] | Preferred Stock [Member] | Stock Payable [Member] | Stock Reserve [Member] | Stock Purchase Agreement Receivables [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2021 | $ 14,900 | $ 2,065,923 | $ (5,489,464) | $ (3,408,641) | ||||||
Beginning balance, shares at Mar. 31, 2021 | 224,227,107 | |||||||||
Additional paid in capital | 430,123 | 430,123 | ||||||||
Net loss | (390,032) | (390,032) | ||||||||
Ending balance, value at Jun. 30, 2021 | $ 14,900 | 2,496,046 | (5,879,496) | (3,368,550) | ||||||
Ending balance, shares at Jun. 30, 2021 | 224,227,107 | |||||||||
Beginning balance, value at Mar. 31, 2022 | $ 232,223 | 2,500 | 642,867 | (410,000) | 5,344,318 | (11,012,042) | (5,200,134) | |||
Beginning balance, shares at Mar. 31, 2022 | 232,222,818 | |||||||||
Net loss | (579,525) | (579,525) | ||||||||
Reclass stock payable to Stock Reserve | (412,500) | 412,500 | ||||||||
Reclass par value of shares and shares outstanding | $ (718) | 718 | ||||||||
Reclass par value of shares and shares outstanding, shares | (717,672) | |||||||||
Beneficial conversion feature on convertible notes | 77,561 | 77,561 | ||||||||
Ending balance, value at Jun. 30, 2022 | $ 231,505 | $ 2,500 | $ 230,367 | $ 412,500 | $ (410,000) | $ 5,422,597 | $ (11,591,567) | $ (5,702,098) | ||
Ending balance, shares at Jun. 30, 2022 | 231,505,146 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (579,525) | $ (390,032) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 73,786 | 71,019 |
BCF on convertible notes | 77,561 | |
Loss on debt settlement | ||
Stock based compensation | ||
Amortization of ROU asset | 21,549 | |
Amortization of warrants | ||
Discount on notes | ||
Royalty on sales | 15,277 | |
Finance costs related to note payable | ||
Finance costs paid in stock | ||
Gain on PPP loan forgiven | (294,066) | |
Rent payments on lease liability | (21,409) | |
Bad debt expense | ||
Change in: | ||
Accounts receivables, net | 93,850 | (26,397) |
Due from related parties | (112,182) | |
Inventory | (24,000) | |
Deposits | (8,002) | |
Advance payments on purchase of inventory, related party | ||
Accounts payable and accrued liabilities | 193,493 | 8,250 |
Interest payable | 128,151 | 24,640 |
Net cash used - operating activities | (117,451) | (630,586) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (34,300) | (113,250) |
Payments on license agreement, related party | ||
Net cash used – investing activities | (34,300) | (113,250) |
Cash flows from financing activities: | ||
Subscriptions receivable | ||
Proceeds from advances | 20,000 | |
Proceeds from loans payable | 158,750 | 615,790 |
Payments on loans payable | ||
Payments on advances | (30,000) | |
decrease in Stock subscription payable | (412,500) | |
Increase in Stock Reserve | 412,500 | |
Change in shareholders’ equity, net | 718 | 4,379 |
Change in common stock | (718) | 425,745 |
Net cash provided - financing activities | 148,750 | 1,045,914 |
Net increase (decrease) in cash | (3,001) | 302,078 |
Cash - beginning of year | 1,894 | 28,760 |
Cash - end of year | $ (1,107) | $ 330,838 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Jun. 30, 2022 | |
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 | 3 Months Ended |
Jun. 30, 2022 | |
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 231,505,146 224,227,107 Cash Accounts Receivable 201,699 63,738 Related Party Transactions Advance Payments on Purchases of Inventory, related party 0 40,000 Fixed Assets 217,980 146,698 Patent Cost 10 600,125 450,050 Leases License Payable, related party Warranty Liability 5 Beneficial Conversion Features Derivatives Revenue The Company derives its revenues primarily from the usage fees and sales of hydrotherapy 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 carrybacks 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, warranty liability and notes payable approximated fair value as of June 30, and 2021 due to the relatively short maturity of the respective instruments. Recently Issued Accounting Pronouncements - In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments Implementation of this ASU had no material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity As of June 30, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Going Concern
Going Concern | 3 Months Ended |
Jun. 30, 2022 | |
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, 2022 | |
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 10 127,140 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 April 30, 2023 46,000 0 |
Fixed Assets
Fixed Assets | 3 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 5 Fixed Assets The carrying basis and accumulated depreciation of fixed assets at June 30, 2022 and 2021 is as follows: Schedule of Fixed Assets Useful Lives June 30, 2022 June 30, 2021 Equipment in use 5 $ 394,620 $ 359,000 Vehicles and Trailers 5 60,266 60,266 Patent Costs 10 2,001,000 2,001,000 Building improvements 40 288,746 134,066 Less depreciation and amortization 818,105 596,748 Total fixed assets, net $ 1,926,527 1,957,584 The Company recorded depreciation expense of $ 73,786 70,479 |
License Agreement, Related Part
License Agreement, Related Party | 3 Months Ended |
Jun. 30, 2022 | |
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 License Fee and not later than April 30, 2020, the Company began paying 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. As at June 30, 2022, the Company has recorded a royalty liability of $ 31,954 filing. 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 50,025 50,025 |
Lease Liability
Lease Liability | 3 Months Ended |
Jun. 30, 2022 | |
Lease Liability | |
Lease Liability | Note 7 Lease Liability On January 1, 2022, we adopted ASC Topic 842 – Leases. Under this new guidance, lessees are required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases. As of June 30, 2022 and 2021 the company recorded its ROU lease liabilities of $ 158,154 0 Lessee accounting We determine if an arrangement is or contains a lease at inception. Our assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period and (3) whether we have the right to direct the use of the asset. Leases are classified as either finance leases or operating leases Under the guidance of ASC 842, operating leases are included in right-of-use assets, current lease liabilities, and noncurrent lease liabilities on our balance sheets. ROU assets and lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at transition date in determining the present value of future payments. The ROU asset includes any lease payments made but excludes lease incentives and initial direct costs incurred, if any. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Lease extensions Many leases have options to either extend or terminate the lease. In determining the lease term, we considered all available contract extensions that are reasonably certain of occurring. Operating leases The Company has three operating leases, each with different terms. Lease 1 entered into on July 23, 2020 is effective for 3 years and 1 month from the commencement date. The lease requires adjustment upon the annual commencement date with an increase to the monthly rent by 3% Lease 2 entered into on February 24, 2021 is effective for 3 years and 1 month from the commencement date. The lease requires monthly increases until the monthly amount reaches $ 5,000 Lease 3 entered into on April 22, 2021 is effective for 3 years and 1 month from the commencement date. The lease may be renewed with renewal options to be determined at that time The following table summarizes balance sheet data related to leases at June 30, 2022 and June 30, 2021: Schedule of Balance Sheet Related To Leases June 30, 2022 June 30, 2021 Assets Operating lease right of use assets #1 $ 71,401 $ - Operating lease right of use assets #2 145,855 - Operating lease right of use assets #3 47,207 - Operating lease right of use assets - - Less accumulated depreciation (125,815 ) - Total operating lease right of use assets $ 138,648 $ - Liabilities Operating lease liability, current 102,934 - Operating lease liability, noncurrent 55,220 - Total lease liabilities 158,154 - Operating lease liability is presented net of lease payments. The Company is required to make monthly payments for each lease. During the fiscal year ended June 30, 2022, the Company paid $ 21,409 4,313 |
Notes Payable
Notes Payable | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 8 Notes Payable The following are the various notes payable of the Company: Covid-19 PPP Loan During the year ended March 31, 2021, the Company entered into loans under the Paycheck Protection Program (“PPP”) sponsored by the U.S. Small Business Administration (SBA) providing for proceeds of $ 588,891 1.0% 294,066 146,200 148,625 593,546 Senior Secured Notes In June 2021, the Company entered into a Senior Secured Note with Auctus Fund for $ 650,000 55,000 595,000 June 23, 2022 12% 78,000 Any principal amount or interest on this note which is not paid when due shall bear interest at the rate of the lesser of (i) sixteen percent (16%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid On July 14, 2021, the principal amount of the note was increased by $ 25,000 675,000 Also pursuant to the agreement, in connection with the issuance of the note, the Company issued two common stock purchase warrants (separately, the “First Warrant” and the “Second Warrant” and together, the “Warrants”) to Auctus, each allowing Auctus to purchase an aggregate of 4,333,333 0.15 The total fair value of the warrants was estimated on the issue date at $ 513,827 Schedule of Fair Value of the Warrants June 24, 2022 Market price of common stock on date of issuance $ 0.30 Risk-free interest rate 0.48 % Expected dividend yield 0 Expected term (in years) 3 Expected volatility 199.6 % On or about November 22, 2021, the Company triggered an event of default under the Auctus Note and related documents which entitled Auctus, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Auctus Note. On February 17, 2022, Auctus and the Company executed a Waiver Letter which waived such defaults effective as of November 22, 2021. The note is secured by an Affidavit of Confession of Judgment and ranks senior over all existing and future indebtedness of the Borrower. Nonconvertible Notes – Related Party As of June 30, 2022, the Company has issued $ 1,994,655 1,852,735 141,920 Schedule of Nonconvertible Notes Related Party Interest Rate Issuance Date Maturity June 30, 2022 4.00 % 12/31/2018 12/31/2022 55,250 4.00 % 12/31/2018 12/31/2022 66,900 4.00 % 12/31/2018 12/31/2022 74,220 4.00 % 9/30/2019 9/29/2023 314,000 4.00 % 9/17/2019 9/16/2023 81,500 4.00 % 9/30/2019 9/29/2023 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 12/31/2022 53,100 4.00 % 12/31/2020 12/31/2022 13,468 12.00 % 1/10/22 5/10/2023 750,000 1,994,655 Nonconvertible Notes As of June 30, 2022, the Company has issued $ 1,955,137 1,765,219 189,918 Schedule of Nonconvertible Notes Non Related Interest Rate Default Rate Issuance Date Maturity June 30, 2022 14 % N/A 8/1/18 1/31/22 $ 500,000 14.2 % 25 % 9/18/19 9/18/23 $ 23,347 14.2 % 25 % 10/9/19 10/9/23 $ 37,037 14 % Additional 2 % 10/30/19 10/29/21 $ 229,500 14 % Additional 2 % 12/31/19 12/31/20 $ 102,000 14 % N/A 2/5/20 2/5/21 $ 50,000 20 % Additional 2 % 2/25/20 8/24/22 $ 216,000 20 % Additional 2 % 2/28/20 6/30/21 $ 104,000 14.2 % 25 % 3/10/20 3/10/24 $ 90,654 20 % Additional 2 % 4/24/20 4/23/21 $ 20,000 30 % Additional 2 % 10/29/20 2/28/21 $ 25,500 12 % Additional 2 % 10/30/20 11/1/21 $ 25,500 12 % Additional 2 % 10/30/20 11/1/21 $ 25,500 20 % N/A % 2/2/21 5/31/22 $ 45,000 15 % N/A % 4/1/21 3/31/24 $ 38,880 10 % N/A % 4/1/21 3/31/22 $ 100,000 N/A% N/A % 8/11/21 12/31/21 $ 322,219 $ 1,955,137 Convertible Notes – Related Party The Company has issued $ 29,970 4% 2% Maturity Date 8% 29,970 29,970 Convertible Notes As of June 30, 2022, the Company has issued $ 1,388,193 1,318,193 70,000 Schedule of Convertible Notes Interest Rate Conversion Rate Issuance Date Maturity June 30, 2022 12 % $ 1.80 5/5/19 1/26/21 $ 102,000 12 % $ 1.80 7/10/19 7/9/21 $ 153,000 12 % $ 1.80 2/12/20 2/11/21 $ 102,000 8 % $ 0.22 3/9/21 3/8/22 $ 100,000 2 % $ 0.30 6/16/21 3/31/22 $ 250,000 10 % $ 0.30 6/22/21 6/21/22 $ 50,000 10 % $ 7.50 8/30/21 8/29/22 $ 150,000 10 % $ 7.50 8/31/21 8/30/22 $ 75,000 10 % $ - 8/31/21 8/30/22 $ 50,000 10 % $ - 9/15/21 9/14/22 $ 20,000 10 % $ - 9/20/21 9/19/22 $ 10,000 10 % $ - 9/22/21 9/21/22 $ 10,000 10 % $ - 10/13/21 10/12/22 $ 50,000 10 % $ 7.50 10/18/21 10/17/22 $ 25,000 10 % $ 7.50 10/20/21 10/19/22 $ 20,000 10 % $ - * 10/28/21 10/27/22 $ 20,000 10 % $ - 12/27/21 12/26/22 $ 20,000 10 % $ - 2/11/22 2/10/23 $ 10,000 10 % $ - 2/22/22 2/21/23 $ 5,000 8 % $ - 5/05/22 11/5/23 $ 70,000 8 % $ - 5/17/22 5/11/23 $ 55,000 8 % $ - 5/31/22 5/30/23 $ 33,750 adjustment $ 7,443 $ 1,388,193 * Upon commencement by the Company of a Qualified Financing, all of the outstanding principal and interest shall convert into that number of shares of New Round Stock, based upon a conversion price equal to the actual price per share of New Round Stock in the Qualified Financing. If not converted prior to the twelve-month anniversary of the issuance of the Notes, the Notes will be payable upon demand. Prepayment is not permitted prior to a payoff event. The Company evaluates these notes at commencement for beneficial conversion features and derivatives. As of June 30, 2022, the Company recorded a beneficial conversion feature on the convertible notes of $ 991,636 0 |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 9 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 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, 2022, and 2021. |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 Income Taxes Income Tax Expense For the fiscal year ended June 30, 2022, 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 June 30, 2020, and 2021, 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 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 Commitments and Contingencies Off-Balance Sheet Arrangements - Leases - 200 The Company leases a warehouse facility of approximately 1,500 The Company leases approximately 4,500 3 The terms of the lease state the annual rent will increase by 3% and a renewal option is available 60 days prior to the end of the lease for an additional 2 years with a 5% annual increase in rent thereafter. Licenses 2% Legal Matters |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 Subsequent Events The Company entered into two loan agreements with Patrick Wanner, for the sum of $ 50,000 |
Restatement
Restatement | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement | Note 13 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 that the Company derives its revenues primarily from the usage fees and sales of hydrotherapy 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) | 3 Months Ended |
Jun. 30, 2022 | |
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 231,505,146 224,227,107 |
Cash | Cash |
Accounts Receivable | Accounts Receivable 201,699 63,738 |
Related Party Transactions | Related Party Transactions |
Advance Payments on Purchases of Inventory, related party | Advance Payments on Purchases of Inventory, related party 0 40,000 |
Fixed Assets | Fixed Assets 217,980 146,698 |
Patent Cost | Patent Cost 10 600,125 450,050 |
Leases | Leases |
License Payable, related party | License Payable, related party |
Warranty Liability | Warranty Liability 5 |
Beneficial Conversion Features | Beneficial Conversion Features |
Derivatives | Derivatives |
Revenue | Revenue The Company derives its revenues primarily from the usage fees and sales of hydrotherapy 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 carrybacks 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, warranty liability and notes payable approximated fair value as of June 30, and 2021 due to the relatively short maturity of the respective instruments. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements - In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments Implementation of this ASU had no material impact on the consolidated financial statements. In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity As of June 30, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | The carrying basis and accumulated depreciation of fixed assets at June 30, 2022 and 2021 is as follows: Schedule of Fixed Assets Useful Lives June 30, 2022 June 30, 2021 Equipment in use 5 $ 394,620 $ 359,000 Vehicles and Trailers 5 60,266 60,266 Patent Costs 10 2,001,000 2,001,000 Building improvements 40 288,746 134,066 Less depreciation and amortization 818,105 596,748 Total fixed assets, net $ 1,926,527 1,957,584 |
Lease Liability (Tables)
Lease Liability (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Lease Liability | |
Schedule of Balance Sheet Related To Leases | The following table summarizes balance sheet data related to leases at June 30, 2022 and June 30, 2021: Schedule of Balance Sheet Related To Leases June 30, 2022 June 30, 2021 Assets Operating lease right of use assets #1 $ 71,401 $ - Operating lease right of use assets #2 145,855 - Operating lease right of use assets #3 47,207 - Operating lease right of use assets - - Less accumulated depreciation (125,815 ) - Total operating lease right of use assets $ 138,648 $ - Liabilities Operating lease liability, current 102,934 - Operating lease liability, noncurrent 55,220 - Total lease liabilities 158,154 - |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Fair Value of the Warrants | Schedule of Fair Value of the Warrants June 24, 2022 Market price of common stock on date of issuance $ 0.30 Risk-free interest rate 0.48 % Expected dividend yield 0 Expected term (in years) 3 Expected volatility 199.6 % |
Schedule of Nonconvertible Notes Related Party | Schedule of Nonconvertible Notes Related Party Interest Rate Issuance Date Maturity June 30, 2022 4.00 % 12/31/2018 12/31/2022 55,250 4.00 % 12/31/2018 12/31/2022 66,900 4.00 % 12/31/2018 12/31/2022 74,220 4.00 % 9/30/2019 9/29/2023 314,000 4.00 % 9/17/2019 9/16/2023 81,500 4.00 % 9/30/2019 9/29/2023 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 12/31/2022 53,100 4.00 % 12/31/2020 12/31/2022 13,468 12.00 % 1/10/22 5/10/2023 750,000 1,994,655 |
Schedule of Nonconvertible Notes Non Related | Schedule of Nonconvertible Notes Non Related Interest Rate Default Rate Issuance Date Maturity June 30, 2022 14 % N/A 8/1/18 1/31/22 $ 500,000 14.2 % 25 % 9/18/19 9/18/23 $ 23,347 14.2 % 25 % 10/9/19 10/9/23 $ 37,037 14 % Additional 2 % 10/30/19 10/29/21 $ 229,500 14 % Additional 2 % 12/31/19 12/31/20 $ 102,000 14 % N/A 2/5/20 2/5/21 $ 50,000 20 % Additional 2 % 2/25/20 8/24/22 $ 216,000 20 % Additional 2 % 2/28/20 6/30/21 $ 104,000 14.2 % 25 % 3/10/20 3/10/24 $ 90,654 20 % Additional 2 % 4/24/20 4/23/21 $ 20,000 30 % Additional 2 % 10/29/20 2/28/21 $ 25,500 12 % Additional 2 % 10/30/20 11/1/21 $ 25,500 12 % Additional 2 % 10/30/20 11/1/21 $ 25,500 20 % N/A % 2/2/21 5/31/22 $ 45,000 15 % N/A % 4/1/21 3/31/24 $ 38,880 10 % N/A % 4/1/21 3/31/22 $ 100,000 N/A% N/A % 8/11/21 12/31/21 $ 322,219 $ 1,955,137 |
Schedule of Convertible Notes | Schedule of Convertible Notes Interest Rate Conversion Rate Issuance Date Maturity June 30, 2022 12 % $ 1.80 5/5/19 1/26/21 $ 102,000 12 % $ 1.80 7/10/19 7/9/21 $ 153,000 12 % $ 1.80 2/12/20 2/11/21 $ 102,000 8 % $ 0.22 3/9/21 3/8/22 $ 100,000 2 % $ 0.30 6/16/21 3/31/22 $ 250,000 10 % $ 0.30 6/22/21 6/21/22 $ 50,000 10 % $ 7.50 8/30/21 8/29/22 $ 150,000 10 % $ 7.50 8/31/21 8/30/22 $ 75,000 10 % $ - 8/31/21 8/30/22 $ 50,000 10 % $ - 9/15/21 9/14/22 $ 20,000 10 % $ - 9/20/21 9/19/22 $ 10,000 10 % $ - 9/22/21 9/21/22 $ 10,000 10 % $ - 10/13/21 10/12/22 $ 50,000 10 % $ 7.50 10/18/21 10/17/22 $ 25,000 10 % $ 7.50 10/20/21 10/19/22 $ 20,000 10 % $ - * 10/28/21 10/27/22 $ 20,000 10 % $ - 12/27/21 12/26/22 $ 20,000 10 % $ - 2/11/22 2/10/23 $ 10,000 10 % $ - 2/22/22 2/21/23 $ 5,000 8 % $ - 5/05/22 11/5/23 $ 70,000 8 % $ - 5/17/22 5/11/23 $ 55,000 8 % $ - 5/31/22 5/30/23 $ 33,750 adjustment $ 7,443 $ 1,388,193 * Upon commencement by the Company of a Qualified Financing, all of the outstanding principal and interest shall convert into that number of shares of New Round Stock, based upon a conversion price equal to the actual price per share of New Round Stock in the Qualified Financing. If not converted prior to the twelve-month anniversary of the issuance of the Notes, the Notes will be payable upon demand. Prepayment is not permitted prior to a payoff event. |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | |||||||
Apr. 06, 2021 | Jan. 05, 2021 | Apr. 17, 2020 | Mar. 05, 2020 | Jun. 25, 2019 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 04, 2020 | |
Entity incorporation, date of incorporation | Mar. 02, 2016 | |||||||
Entity Incorporation, State or Country Code | NV | |||||||
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 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Minimum [Member] | ||||||||
Common stock, shares authorized | 100,000,000 | |||||||
Preferred stock authorized | 10,000,000 | |||||||
Maximum [Member] | ||||||||
Common stock, shares authorized | 1,500,000,000 | |||||||
Preferred stock authorized | 150,000,000 | |||||||
Exchange Agreement [Member] | Mr. Amer Samad [Member] | Bed Therapies Inc [Member] | ||||||||
Stockholders equity description | 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 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 | |||||||
Blank Check [Member] | ||||||||
Preferred stock authorized | 10,000,000 | |||||||
Maksim Charniak [Member] | ||||||||
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 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 | |||||||
Mr. Amer Samad [Member] | ||||||||
Stock issued during period shares stock splits | 3,000,000 | |||||||
Ownership percentage | 95.60% | |||||||
Bed Therapies Inc [Member] | Exchange Agreement [Member] | ||||||||
Stock issued during period shares stock splits | 1,269,665 | |||||||
Ownership percentage | 100% | |||||||
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 conversion, converted instrument, amount | $ 539,000 | |||||||
Bed Therapies Inc [Member] | Exchange Agreement [Member] | Mr. Amer Samad [Member] | ||||||||
Cancellation of stock split | 52,656,888 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Apr. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | |||
Number of anti-dilutive common stock | 231,505,146 | 224,227,107 | |
Accounts receivable | $ 201,699 | $ 63,738 | |
Advances on inventory | 0 | 40,000 | |
Accumulated depreciation | $ 217,980 | 146,698 | |
Intangible asset expected life | 10 years | 10 years | |
Accumulated amortization | $ 600,125 | $ 450,050 | |
Monthly sales, percent | 5% | ||
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 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Royalty liability | $ 31,954 | |
Contract Services Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, rate | 10% | |
Royalty liability | $ 127,140 | |
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 | |
Agreement expires date | Apr. 30, 2020 | |
Consulting expense, related party | $ 46,000 | $ 0 |
Consulting Agreement [Member] | Renew [Member] | ||
Related Party Transaction [Line Items] | ||
Agreement expires date | Apr. 30, 2023 | |
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 ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Less depreciation and amortization | $ 818,105 | $ 596,748 |
Total fixed assets, net | $ 1,926,527 | 1,957,584 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Fixed assets, gross | $ 394,620 | 359,000 |
Vehicles and Trailers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Fixed assets, gross | $ 60,266 | 60,266 |
Patent Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 10 years | |
Fixed assets, gross | $ 2,001,000 | 2,001,000 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 40 years | |
Fixed assets, gross | $ 288,746 | $ 134,066 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 73,786 | $ 70,479 |
License Agreement, Related Pa_2
License Agreement, Related Party (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 02, 2020 | Oct. 30, 2019 | Apr. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Payment to acquire technology | $ 1,450,000 | $ 200,000 | $ 350,000 | |||
Payment of escrow fee | $ 1,000 | |||||
Royalty liability | $ 31,954 | |||||
Finite-lived intangible asset, useful life | 10 years | 10 years | ||||
Amortization of intangible assets | $ 50,025 | $ 50,025 | ||||
Drywave Technologies, Inc. [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Related Party Transaction, Description of Transaction | After payment of the $2,000,000 License Fee and not later than April 30, 2020, the Company began paying 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. As at June 30, 2022, the Company has recorded a royalty liability of $31,954 and is on the consolidated balance sheet. No royalty has been paid as of the date of this | |||||
Drywave Technologies, Inc. [Member] | License Agreement [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accounts Payable, Related Parties | $ 2,000,000 |
Schedule of Balance Sheet Relat
Schedule of Balance Sheet Related To Leases (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 |
Assets | |||
Operating lease right of use assets | |||
Less accumulated depreciation | (125,815) | ||
Total operating lease right of use assets | 138,648 | $ 160,197 | |
Liabilities | |||
Operating lease liability, current | 102,934 | 99,464 | |
Operating lease liability, noncurrent | 55,220 | $ 80,099 | |
Total lease liabilities | 158,154 | ||
Operating Lease Right Of Use Assets One [Member] | |||
Assets | |||
Operating lease right of use assets | 71,401 | ||
Operating Lease Right Of Use Assets Two [Member] | |||
Assets | |||
Operating lease right of use assets | 145,855 | ||
Operating Lease Right Of Use Assets Three [Member] | |||
Assets | |||
Operating lease right of use assets | $ 47,207 |
Lease Liability (Details Narrat
Lease Liability (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Operating lease liabilities | $ 158,154 | |
Lessee, operating lease, description | Our assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period and (3) whether we have the right to direct the use of the asset. Leases are classified as either finance leases or operating leases | |
Cash paid for lease | $ 21,409 | |
Interest expense | $ 4,313 | |
Lease One Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lessee, operating lease, description | Lease 1 entered into on July 23, 2020 is effective for 3 years and 1 month from the commencement date. The lease requires adjustment upon the annual commencement date with an increase to the monthly rent by 3% | |
Lease Two Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lessee, operating lease, description | Lease 2 entered into on February 24, 2021 is effective for 3 years and 1 month from the commencement date. The lease requires monthly increases until the monthly amount reaches $5,000, then a 3% annual increase thereafter. Upon notice, the lease can be renewed for an additional two-year term at a rate 5% higher than set on schedule A of the lease | |
Cash paid for lease | $ 5,000 | |
Lease Three Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lessee, operating lease, description | Lease 3 entered into on April 22, 2021 is effective for 3 years and 1 month from the commencement date. The lease may be renewed with renewal options to be determined at that time |
Schedule of Fair Value of the W
Schedule of Fair Value of the Warrants (Details) | Jun. 24, 2022 |
Measurement Input Market Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Market price of common stock on date of issuance | 0.30 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Market price of common stock on date of issuance | 0.48 |
Measurement Input, Expected Dividend Payment [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Market price of common stock on date of issuance | 0 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Term | 3 years |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Market price of common stock on date of issuance | 199.6 |
Schedule of Nonconvertible Note
Schedule of Nonconvertible Notes Related Party (Details) | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Nonconvertible Notes Related Party One [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 4% |
Issuance Date | Dec. 31, 2018 |
Maturity | Dec. 31, 2022 |
Unsecured Debt | $ 55,250 |
Nonconvertible Notes Related Party Two [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 4% |
Issuance Date | Dec. 31, 2018 |
Maturity | Dec. 31, 2022 |
Unsecured Debt | $ 66,900 |
Nonconvertible Notes Related Party Three [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 4% |
Issuance Date | Dec. 31, 2018 |
Maturity | Dec. 31, 2022 |
Unsecured Debt | $ 74,220 |
Nonconvertible Notes Related Party Four [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 4% |
Issuance Date | Sep. 30, 2019 |
Maturity | Sep. 29, 2023 |
Unsecured Debt | $ 314,000 |
Nonconvertible Notes Related Party Five [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 4% |
Issuance Date | Sep. 17, 2019 |
Maturity | Sep. 16, 2023 |
Unsecured Debt | $ 81,500 |
Nonconvertible Notes Related Party Six [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 4% |
Issuance Date | Sep. 30, 2019 |
Maturity | Sep. 29, 2023 |
Unsecured Debt | $ 12,450 |
Nonconvertible Notes Related Party Seven [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 1% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 30, 2022 |
Unsecured Debt | $ 254,382 |
Nonconvertible Notes Related Party Eight [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 1% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 30, 2022 |
Unsecured Debt | $ 235,600 |
Nonconvertible Notes Related Party Nine [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 1% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 30, 2022 |
Unsecured Debt | $ 83,785 |
Nonconvertible Notes Related Party Ten [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 4% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 31, 2022 |
Unsecured Debt | $ 53,100 |
Nonconvertible Notes Related Party Eleven [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 4% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 31, 2022 |
Unsecured Debt | $ 13,468 |
Nonconvertible Notes Related Party Twelve [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 12% |
Issuance Date | Jan. 10, 2022 |
Maturity | May 10, 2023 |
Unsecured Debt | $ 750,000 |
Nonconvertible Notes Related Party [Member] | |
Short-Term Debt [Line Items] | |
Unsecured Debt | $ 1,994,655 |
Schedule of Nonconvertible No_2
Schedule of Nonconvertible Notes Non Related (Details) | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Nonconvertible Notes Non Related One [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 14% |
Issuance Date | Aug. 01, 2018 |
Maturity | Jan. 31, 2022 |
Unsecured Notes Payable | $ 500,000 |
Nonconvertible Notes Non Related Two [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 14.20% |
Issuance Date | Sep. 18, 2019 |
Maturity | Sep. 18, 2023 |
Unsecured Notes Payable | $ 23,347 |
Debt instrument, default rate | 25% |
Nonconvertible Notes Non Related Three [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 14.20% |
Issuance Date | Oct. 09, 2019 |
Maturity | Oct. 09, 2023 |
Unsecured Notes Payable | $ 37,037 |
Debt instrument, default rate | 25% |
Nonconvertible Notes Non Related Four [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 14% |
Issuance Date | Oct. 30, 2019 |
Maturity | Oct. 29, 2021 |
Unsecured Notes Payable | $ 229,500 |
Debt instrument, default rate | 2% |
Nonconvertible Notes Non Related Five [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 14% |
Issuance Date | Dec. 31, 2019 |
Maturity | Dec. 31, 2020 |
Unsecured Notes Payable | $ 102,000 |
Debt instrument, default rate | 2% |
Nonconvertible Notes Non Related Six [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 14% |
Issuance Date | Feb. 05, 2020 |
Maturity | Feb. 05, 2021 |
Unsecured Notes Payable | $ 50,000 |
Nonconvertible Notes Non Related Seven [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 20% |
Issuance Date | Feb. 25, 2020 |
Maturity | Aug. 24, 2022 |
Unsecured Notes Payable | $ 216,000 |
Debt instrument, default rate | 2% |
Nonconvertible Notes Non Related Eight [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 20% |
Issuance Date | Feb. 28, 2020 |
Maturity | Jun. 30, 2021 |
Unsecured Notes Payable | $ 104,000 |
Debt instrument, default rate | 2% |
Nonconvertible Notes Non Related Nine [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 14.20% |
Issuance Date | Mar. 10, 2020 |
Maturity | Mar. 10, 2024 |
Unsecured Notes Payable | $ 90,654 |
Debt instrument, default rate | 25% |
Nonconvertible Notes Non Related Ten [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 20% |
Issuance Date | Apr. 24, 2020 |
Maturity | Apr. 23, 2021 |
Unsecured Notes Payable | $ 20,000 |
Debt instrument, default rate | 2% |
Nonconvertible Notes Non Related Eleven [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 30% |
Issuance Date | Oct. 29, 2020 |
Maturity | Feb. 28, 2021 |
Unsecured Notes Payable | $ 25,500 |
Debt instrument, default rate | 2% |
Nonconvertible Notes Non Related Twelve [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 12% |
Issuance Date | Oct. 30, 2020 |
Maturity | Nov. 01, 2021 |
Unsecured Notes Payable | $ 25,500 |
Debt instrument, default rate | 2% |
Nonconvertible Notes Non Related Thirteen [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 12% |
Issuance Date | Oct. 30, 2020 |
Maturity | Nov. 01, 2021 |
Unsecured Notes Payable | $ 25,500 |
Debt instrument, default rate | 2% |
Nonconvertible Notes Non Related Fourteen [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 20% |
Issuance Date | Feb. 02, 2021 |
Maturity | May 31, 2022 |
Unsecured Notes Payable | $ 45,000 |
Nonconvertible Notes Non Related Fifteen [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 15% |
Issuance Date | Apr. 01, 2021 |
Maturity | Mar. 31, 2024 |
Unsecured Notes Payable | $ 38,880 |
Nonconvertible Notes Non Related Sixteen [Member] | |
Short-Term Debt [Line Items] | |
Interest Rate | 10% |
Issuance Date | Apr. 01, 2021 |
Maturity | Mar. 31, 2022 |
Unsecured Notes Payable | $ 100,000 |
Nonconvertible Notes Non Related Seventeen [Member] | |
Short-Term Debt [Line Items] | |
Issuance Date | Aug. 11, 2021 |
Maturity | Dec. 31, 2021 |
Unsecured Notes Payable | $ 322,219 |
Nonconvertible Notes Non Related [Member] | |
Short-Term Debt [Line Items] | |
Unsecured Notes Payable | $ 1,955,137 |
Schedule of Convertible Notes (
Schedule of Convertible Notes (Details) | 3 Months Ended | |
Jun. 30, 2022 USD ($) $ / shares | ||
Convertible Notes One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.80 | |
Issuance Date | May 05, 2019 | |
Maturity | Jan. 26, 2021 | |
Unsecured Notes Payable | $ 102,000 | |
Convertible Notes Two [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.80 | |
Issuance Date | Jul. 10, 2019 | |
Maturity | Jul. 09, 2021 | |
Unsecured Notes Payable | $ 153,000 | |
Convertible Notes Three [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.80 | |
Issuance Date | Feb. 12, 2020 | |
Maturity | Feb. 11, 2021 | |
Unsecured Notes Payable | $ 102,000 | |
Convertible Notes Four [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.22 | |
Issuance Date | Mar. 09, 2021 | |
Maturity | Mar. 08, 2022 | |
Unsecured Notes Payable | $ 100,000 | |
Convertible Notes Five [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 2% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.30 | |
Issuance Date | Jun. 16, 2021 | |
Maturity | Mar. 31, 2022 | |
Unsecured Notes Payable | $ 250,000 | |
Convertible Notes Six [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.30 | |
Issuance Date | Jun. 22, 2021 | |
Maturity | Jun. 21, 2022 | |
Unsecured Notes Payable | $ 50,000 | |
Convertible Notes Seven [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 7.50 | |
Issuance Date | Aug. 30, 2021 | |
Maturity | Aug. 29, 2022 | |
Unsecured Notes Payable | $ 150,000 | |
Convertible Notes Eight [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 7.50 | |
Issuance Date | Aug. 31, 2021 | |
Maturity | Aug. 30, 2022 | |
Unsecured Notes Payable | $ 75,000 | |
Convertible Notes Nine [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | [1] | |
Issuance Date | Aug. 31, 2021 | |
Maturity | Aug. 30, 2022 | |
Unsecured Notes Payable | $ 50,000 | |
Convertible Notes Ten [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | [1] | |
Issuance Date | Sep. 15, 2021 | |
Maturity | Sep. 14, 2022 | |
Unsecured Notes Payable | $ 20,000 | |
Convertible Notes Eleven [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | [1] | |
Issuance Date | Sep. 20, 2021 | |
Maturity | Sep. 19, 2022 | |
Unsecured Notes Payable | $ 10,000 | |
Convertible Notes Twelve [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | [1] | |
Issuance Date | Sep. 22, 2021 | |
Maturity | Sep. 21, 2022 | |
Unsecured Notes Payable | $ 10,000 | |
Convertible Notes Thirteen [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | [1] | |
Issuance Date | Oct. 13, 2021 | |
Maturity | Oct. 12, 2022 | |
Unsecured Notes Payable | $ 50,000 | |
Convertible Notes Fourteen [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 7.50 | |
Issuance Date | Oct. 18, 2021 | |
Maturity | Oct. 17, 2022 | |
Unsecured Notes Payable | $ 25,000 | |
Convertible Notes Fifteen [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 7.50 | |
Issuance Date | Oct. 20, 2021 | |
Maturity | Oct. 19, 2022 | |
Unsecured Notes Payable | $ 20,000 | |
Convertible Notes Sixteen [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | [1] | |
Issuance Date | Oct. 28, 2021 | |
Maturity | Oct. 27, 2022 | |
Unsecured Notes Payable | $ 20,000 | |
Convertible Notes Seventeen [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | [1] | |
Issuance Date | Dec. 27, 2021 | |
Maturity | Dec. 26, 2022 | |
Unsecured Notes Payable | $ 20,000 | |
Convertible Notes Eighteen [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | [1] | |
Issuance Date | Feb. 11, 2022 | |
Maturity | Feb. 10, 2023 | |
Unsecured Notes Payable | $ 10,000 | |
Convertible Notes Nineteen [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | [1] | |
Issuance Date | Feb. 22, 2022 | |
Maturity | Feb. 21, 2023 | |
Unsecured Notes Payable | $ 5,000 | |
Convertible Notes Twenty [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | [1] | |
Issuance Date | May 05, 2022 | |
Maturity | Nov. 05, 2023 | |
Unsecured Notes Payable | $ 70,000 | |
Convertible Notes Twenty One [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | [1] | |
Issuance Date | May 17, 2022 | |
Maturity | May 11, 2023 | |
Unsecured Notes Payable | $ 55,000 | |
Convertible Notes Twenty Two [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |
Debt Instrument, Convertible, Conversion Price | $ / shares | [1] | |
Issuance Date | May 31, 2022 | |
Maturity | May 30, 2023 | |
Unsecured Notes Payable | $ 33,750 | |
Convertible Notes Twenty Three [Member] | ||
Short-Term Debt [Line Items] | ||
Unsecured Notes Payable | 7,443 | |
Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Unsecured Notes Payable | $ 1,388,193 | |
[1]Upon commencement by the Company of a Qualified Financing, all of the outstanding principal and interest shall convert into that number of shares of New Round Stock, based upon a conversion price equal to the actual price per share of New Round Stock in the Qualified Financing. If not converted prior to the twelve-month anniversary of the issuance of the Notes, the Notes will be payable upon demand. Prepayment is not permitted prior to a payoff event. |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Jul. 14, 2021 | Jun. 24, 2021 | Oct. 31, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 30, 2020 | |
Short-Term Debt [Line Items] | |||||||||||
Interest rate, percentage | 1% | ||||||||||
Ppp loan forgiveness | $ 148,625 | $ 146,200 | $ 294,066 | $ 296,914 | $ 593,546 | ||||||
Secured Debt | 675,000 | ||||||||||
Fair Value Adjustment of Warrants | $ 513,827 | ||||||||||
Debt instrument, convertible, beneficial conversion feature | $ 991,636 | 0 | |||||||||
Convertible Notes Payable [Member] | Related Party [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Annual interest rate | 4% | ||||||||||
Notes Payable, Related Parties | $ 29,970 | $ 29,970 | 29,970 | ||||||||
Debt instrument default interest rate | 2% | ||||||||||
Convertible Notes Payable [Member] | Related Party [Member] | IPO [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Annual interest rate | 8% | ||||||||||
Investor [Member] | Convertible Notes Payable [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Convertible debt | $ 1,388,193 | ||||||||||
Auctus Fund LLC [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 4,333,333 | ||||||||||
Warrants exercise price | $ 0.15 | ||||||||||
Paycheck Protection Program Loan [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Proceeds from loan | $ 588,891 | ||||||||||
Senior Secured Note [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Principal amount | $ 25,000 | ||||||||||
Secured Debt | $ 675,000 | ||||||||||
Senior Secured Note [Member] | Auctus Fund LLC [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Principal amount | 650,000 | 650,000 | |||||||||
Discount amount | 55,000 | $ 55,000 | |||||||||
Proceeds from issuance of senior long-term debt | $ 595,000 | ||||||||||
Maturity date | Jun. 23, 2022 | ||||||||||
Annual interest rate | 12% | 12% | |||||||||
Interest expense | $ 78,000 | ||||||||||
Debt instrument, description | Any principal amount or interest on this note which is not paid when due shall bear interest at the rate of the lesser of (i) sixteen percent (16%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid | ||||||||||
Nonconvertible Notes Related Party [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Unsecured notes payable | 1,994,655 | ||||||||||
Nonconvertible Notes Related Party [Member] | Investor [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Unsecured notes payable | 1,994,655 | ||||||||||
Unsecured Debt, Current | 1,852,735 | ||||||||||
Unsecured Long-term Debt, Noncurrent | 141,920 | ||||||||||
Nonconvertible Notes [Member] | Investor [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes Payable | 1,955,137 | ||||||||||
Notes Payable, Current | 1,765,219 | ||||||||||
Notes Payable, Noncurrent | 189,918 | ||||||||||
Convertible Notes [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Unsecured notes payable | 1,388,193 | ||||||||||
Convertible Notes [Member] | Investor [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes Payable, Current | 1,318,193 | ||||||||||
Notes Payable, Noncurrent | $ 70,000 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - $ / shares | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Apr. 06, 2021 | Apr. 05, 2021 | 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 Issued | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred Stock, Shares Authorized | 150,000,000 | 10,000,000 | |||||
Preferred Stock, Shares Issued | 0 | ||||||
Preferred Stock, Shares Outstanding | 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current income tax expense benefit | $ 0 | $ 0 |
Unrecognized tax benefits | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Jun. 30, 2022 ft² | |
Lessee, Lease, Description [Line Items] | |
Area of land | 200 |
Lease description | Our assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period and (3) whether we have the right to direct the use of the asset. Leases are classified as either finance leases or operating leases |
Master Facility License Agreement [Member] | |
Lessee, Lease, Description [Line Items] | |
Gross revenue percentage | 2% |
Warehouse Facility [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of land | 1,500 |
Body Stop [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of land | 4,500 |
Lease term | 3 years |
Lease description | The terms of the lease state the annual rent will increase by 3% and a renewal option is available 60 days prior to the end of the lease for an additional 2 years with a 5% annual increase in rent thereafter. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jun. 30, 2022 USD ($) |
Two Loan Agreements [Member] | Patrick Wanner [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Debt principal amount | $ 50,000 |