Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2020 | Nov. 02, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-11882 | |
Entity Registrant Name | B2Digital, Inc. | |
Entity Central Index Key | 0000725929 | |
Entity Incorporation, State or Country Code | DE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 707,413,262 | |
Entity shell company | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 61,571 | $ 46,729 |
Inventory | 1,445 | 7,256 |
Deposits and prepaid expenses | 5,445 | 3,120 |
Total current assets | 68,461 | 57,105 |
Property and equipment, net of accumulated depreciation | 428,168 | 351,393 |
Intangible assets, net of accumulated amortization | 181,353 | 196,951 |
Goodwill | 172,254 | 172,254 |
Total Assets | 850,236 | 777,703 |
Current liabilities | ||
Accounts payable & accrued liabilities | 162,309 | 131,700 |
Deferred revenue | 40,588 | 13,992 |
Note payable- current maturity | 122,800 | 34,162 |
Note payable- in default | 14,000 | 0 |
Payable due for business acquisitions | 0 | 15,000 |
Convertible notes payable | 726,953 | 598,150 |
Derivative liabilities | 599,454 | 58,790 |
Due to shareholder | 241 | 711 |
Total current liabilities | 1,666,345 | 852,505 |
Note payable- long-term | 115,327 | 136,565 |
Total Liabilities | 1,781,672 | 989,070 |
Commitments and contingencies (Note 13) | ||
Stockholders' Deficit | ||
Preferred stock, 50,000,000 shares authorized, 40,000,000 shares of Series B designated and none outstanding; 2,000,000 shares of Series A, convertible into 240 shares of common stock issued and outstanding at September 30, 2020 and March 31, 2020, respectively; 8,000,000 shares are undesignated | 20 | 20 |
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 658,957,259 and 539,267,304 shares issued and outstanding at September 30, 2020 and March 31, 2020, respectively | 6,590 | 5,394 |
Additional paid in capital | 4,643,791 | 3,600,197 |
Accumulated deficit | (5,581,837) | (3,816,978) |
Total Stockholders' Deficit | (931,436) | (211,367) |
Total Liabilities and Stockholders' Deficit | $ 850,236 | $ 777,703 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Mar. 31, 2020 |
Preferred stock shares authorized | 50,000,000 | 50,000,000 |
Common stock par value | $ .00001 | $ 0.00001 |
Common stock shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock shares issued | 658,957,259 | 539,267,304 |
Common stock shares outstanding | 658,957,259 | 539,267,304 |
Series B Preferred Stock [Member] | ||
Preferred stock shares authorized | 40,000,000 | 40,000,000 |
Preferred stock shares outstanding | 0 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock shares authorized | 2,000,000 | 2,000,000 |
Preferred stock shares issued | 240 | 240 |
Preferred stock shares outstanding | 240 | 240 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | ||||
Total revenue | $ 135,927 | $ 96,275 | $ 195,948 | $ 181,911 |
Cost of sales | 47,907 | 73,588 | 49,219 | 135,540 |
Gross profit | 88,020 | 22,687 | 146,729 | 46,371 |
General and administrative corporate expenses | ||||
General & administrative expenses | 675,129 | 349,297 | 839,917 | 859,810 |
Depreciation and amortization expense | 33,883 | 6,741 | 66,855 | 10,053 |
Total general and administrative corporate expenses | 709,012 | 356,038 | 906,772 | 869,863 |
Loss from continuing operations | (620,992) | (333,351) | (760,043) | (823,492) |
Other income (expense) | ||||
Gain on forgiveness of loan | 5,040 | 0 | 10,080 | 0 |
Grant income | 0 | 0 | 2,000 | 0 |
Loss on settlement of debt | 0 | 0 | (18,281) | 0 |
Loss on forgiveness of notes receivable | 0 | (27,000) | 0 | (27,000) |
Loss on modification of debt | 0 | (50,756) | 0 | (50,756) |
Loss on extinguishment of debt | (64,194) | 0 | (64,194) | 0 |
Change in fair value of derivatives | (511,975) | 0 | (787,407) | 0 |
Interest expense | (77,232) | (2,308) | (147,014) | (3,679) |
Total other income (expense) | (648,361) | (80,064) | (1,004,816) | (81,435) |
Net loss | $ (1,269,353) | $ (413,415) | $ (1,764,859) | $ (904,927) |
Basic and diluted earnings per share on net loss | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding | 597,871,392 | 528,339,793 | 574,198,491 | 471,101,799 |
Live events [Member] | ||||
Revenue | ||||
Total revenue | $ 30,318 | $ 96,275 | $ 30,377 | $ 181,911 |
Gym [Member] | ||||
Revenue | ||||
Total revenue | $ 105,609 | $ 0 | $ 165,571 | $ 0 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Mar. 31, 2019 | 2,000,000 | 377,620,110 | |||
Beginning balance, value at Mar. 31, 2019 | $ 20 | $ 3,776 | $ 2,624,573 | $ (2,479,631) | $ 148,738 |
Sale of common stock, shares | 13,281,250 | ||||
Sale of common stock, value | $ 133 | 84,867 | 85,000 | ||
Issuance of common stock for services, shares | 71,000,000 | ||||
Issuance of common stock for services, value | $ 710 | 453,690 | 454,400 | ||
Issuance of common stock as part of business combination, shares | 14,000,000 | ||||
Issuance of common stock as part of business combination, value | $ 140 | 89,460 | 89,600 | ||
Net loss | (491,512) | (491,512) | |||
Ending balance, shares at Jun. 30, 2019 | 2,000,000 | 475,901,360 | |||
Ending balance, value at Jun. 30, 2019 | $ 20 | $ 4,759 | 3,252,590 | (2,971,143) | 286,226 |
Beginning balance, shares at Mar. 31, 2019 | 2,000,000 | 377,620,110 | |||
Beginning balance, value at Mar. 31, 2019 | $ 20 | $ 3,776 | 2,624,573 | (2,479,631) | 148,738 |
Ending balance, shares at Sep. 30, 2019 | 2,000,000 | 563,120,110 | |||
Ending balance, value at Sep. 30, 2019 | $ 20 | $ 5,631 | 3,860,674 | (3,384,558) | 481,767 |
Beginning balance, shares at Jun. 30, 2019 | 2,000,000 | 475,901,360 | |||
Beginning balance, value at Jun. 30, 2019 | $ 20 | $ 4,759 | 3,252,590 | (2,971,143) | 286,226 |
Sale of common stock, shares | 49,218,750 | ||||
Sale of common stock, value | $ 492 | 314,508 | 315,000 | ||
Issuance of common stock for services, shares | 36,500,000 | ||||
Issuance of common stock for services, value | $ 365 | 233,235 | 233,600 | ||
Issuance of common stock as part of business combination, shares | 9,000,000 | ||||
Issuance of common stock as part of business combination, value | $ 90 | 57,510 | 57,600 | ||
Cancellation of outstanding shares in exchange cancellation of notes receivable - related party, shares | (7,500,000) | ||||
Cancellation of outstanding shares in exchange cancellation of notes receivable - related party, value | $ (75) | (47,925) | (48,000) | ||
Loss from modification of debt | 50,756 | 50,756 | |||
Net loss | (413,415) | (413,415) | |||
Ending balance, shares at Sep. 30, 2019 | 2,000,000 | 563,120,110 | |||
Ending balance, value at Sep. 30, 2019 | $ 20 | $ 5,631 | 3,860,674 | (3,384,558) | 481,767 |
Beginning balance, shares at Mar. 31, 2020 | 2,000,000 | 539,267,304 | |||
Beginning balance, value at Mar. 31, 2020 | $ 20 | $ 5,394 | 3,600,197 | (3,816,978) | (211,367) |
Issuance of common stock for services, shares | 4,000,000 | ||||
Issuance of common stock for services, value | $ 40 | 14,360 | 14,400 | ||
Conversion of notes payable, shares | 16,292,915 | ||||
Conversion of notes payable, value | $ 163 | 55,459 | 55,622 | ||
Net loss | (495,506) | (495,506) | |||
Ending balance, shares at Jun. 30, 2020 | 2,000,000 | 559,560,219 | |||
Ending balance, value at Jun. 30, 2020 | $ 20 | $ 5,597 | 3,670,016 | (4,312,484) | (636,851) |
Beginning balance, shares at Mar. 31, 2020 | 2,000,000 | 539,267,304 | |||
Beginning balance, value at Mar. 31, 2020 | $ 20 | $ 5,394 | 3,600,197 | (3,816,978) | (211,367) |
Ending balance, shares at Sep. 30, 2020 | 2,000,000 | 658,957,259 | |||
Ending balance, value at Sep. 30, 2020 | $ 20 | $ 6,590 | 4,643,791 | (5,581,837) | (931,436) |
Beginning balance, shares at Jun. 30, 2020 | 2,000,000 | 559,560,219 | |||
Beginning balance, value at Jun. 30, 2020 | $ 20 | $ 5,597 | 3,670,016 | (4,312,484) | (636,851) |
Sale of common stock, shares | 62,000,002 | ||||
Sale of common stock, value | $ 620 | 464,380 | 465,000 | ||
Issuance of common stock for services, shares | 11,733,333 | ||||
Issuance of common stock for services, value | $ 117 | 74,816 | 74,933 | ||
Conversion of notes payable, shares | 25,663,705 | ||||
Conversion of notes payable, value | $ 256 | 434,579 | 434,835 | ||
Net loss | (1,269,353) | (1,269,353) | |||
Ending balance, shares at Sep. 30, 2020 | 2,000,000 | 658,957,259 | |||
Ending balance, value at Sep. 30, 2020 | $ 20 | $ 6,590 | $ 4,643,791 | $ (5,581,837) | $ (931,436) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (1,764,859) | $ (904,927) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock compensation | 89,333 | 688,000 |
Depreciation and amortization expenses | 66,855 | 10,053 |
Loss on forgiveness of notes receivable | 0 | 27,000 |
Loss on settlement of debt | 18,281 | 0 |
Loss on extinguishment of debt | 64,194 | 50,756 |
Gain on settlement of debt | (10,080) | 0 |
Grant income | (2,000) | 0 |
Amortization of debt discount | 103,266 | 0 |
Change in fair value of compound embedded derivative | 787,407 | 0 |
Changes in operating assets & liabilities | ||
Prepaid expenses | (2,325) | (19,329) |
Inventory | 5,811 | 0 |
Accounts payable and accrued liabilities | 42,581 | (36,495) |
Deferred revenue | 26,597 | 0 |
Net cash used by operating activities | (574,939) | (184,942) |
Cash Flows from Investing Activities | ||
Payments to related parties | (470) | (174,245) |
Capital expenditures | (128,031) | (31,985) |
Net cash used by investing activities | (128,501) | (206,230) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable | 122,766 | 0 |
Proceeds from convertible notes payable | 150,000 | 0 |
Repayments related to payable due for business combinations | (15,000) | 0 |
Payment to note payable | (4,484) | 0 |
Issuance of common stock | 465,000 | 400,000 |
Net cash provided by financing activities | 718,282 | 400,000 |
Increase in Cash | 14,842 | 8,828 |
Cash at beginning of period | 46,729 | 27,579 |
Cash (and equivalents) at end of period | 61,571 | 36,407 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 599 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Conversion of note payable to equity | $ 490,457 | $ 59,400 |
1. Organization and Nature of B
1. Organization and Nature of Business | 6 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS In February 2017, the Board of Directors of B2Digital, Incorporated ("B2Digital" or the "Company") approved a complete restructuring, new management team and strategic direction for the Company. Capitalizing on its history in television, video and technology, the Company is now forging ahead and becoming a full-service live event sports company. B2Digital's first strategy is to build an integrated live event Minor League for the Mixed Martial Arts (MMA) marketplace. B2Digital will be creating and developing Minor League champions that will move on to the MMA Major Leagues from the B2 Fighting Series (B2FS). This will be accomplished by sponsoring operating live events, acquiring existing MMA promotions and then inviting those champions to the B2FS Regional and National Championship Series. B2Digital will own all media and merchandising rights and digital distribution networks for the B2FS. 2017 marked the kickoff of the B2FS by sponsoring and acquiring MMA regional promotion companies for the development of the B2FS. The second strategy is that the Company plans to add additional sports, leagues, tournaments and special events to its live event business model. This will enable B2Digital to capitalize on their core technologies and business models that will be key to broadening the revenue base of the Company's live event core business. B2Digital will also be developing and expanding the B2Digital live event systems and technologies. These include systems for event management, digital ticketing sales, digital video distribution, digital marketing, Pay-Per View (PPV), fighter management, merchandise sales, brand management and financial control systems. Basis of Presentation and Consolidation The Company has seven wholly-owned subsidiaries. Hardrock Promotions LLC which owns Hardrock MMA in Kentucky, Colosseum Combat LLC which owns Colosseum Combat MMA in Indiana, United Combat League MMA LLC, Pinnacle Combat LLC, Strike Hard Productions, LLC, ONE More Gym, and B2 Productions LLC. The consolidated financial statements, which include the accounts of the Company and its seven wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its seven wholly-owned subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. The fiscal year end is March 31. |
2. Accounting Policies
2. Accounting Policies | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Accounting Policies | NOTE 2 - ACCOUNTING POLICIES The significant accounting policies of the Company are as follows: Basis of Accounting The interim consolidated financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements; interim disclosures generally do not repeat those in the annual statements. The interim unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. Use of Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The most significant assumptions and estimates relate to the valuation of derivative liabilities and the valuation of assets and liabilities acquired through business combinations. Actual results could differ from these estimates and assumptions. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains deposits primarily in four financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation ("FDIC"). The Company has not experienced any losses related to amounts in excess of FDIC limits or $250,000. The Company did not have any cash in excess of FDIC limits at September 30, 2020 and 2019, respectively. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of accounts payable and accrued liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The three levels of valuation hierarchy are defined as follows: Level 1 Level 2 Level 3 The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, Distinguishing Liabilities from Equity Property and Equipment Property and equipment are carried at cost. Depreciation is provided on the straight-line method over the assets’ estimated service lives. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are reflected in the accompanying consolidated statement of operations of the respective period. The estimated useful lives range from 3 to 7 years. Goodwill Goodwill represents the cost in excess of the fair value of net assets acquired in business combinations. The Company tests goodwill for impairment on an annual basis and when events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is deemed to be impaired if the carrying amount of goodwill exceeds its estimated fair value. As of September 30, 2020, there were no charges to goodwill impairment. Other income During the six months ended September 30, 2020, the Company received $2,000 in grant income due to COVID-19 relief. The Company has recorded this grant income under other income in the Statement of Operations. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. The majority of revenues are received from ticket and beverage sales before and during the live events. Sponsorship revenue is also recognized when the live event takes place. Any revenue received for events that have yet to take place are recorded in deferred revenue. Income Taxes The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated Statements of Operations in the period that includes the enactment date. Through September 30, 2020, the Company has an expected loss. Due to uncertainty of realization for these losses, a full valuation allowance is recorded. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, Receivables that are factored through the Company's Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk. Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the six months ended September 30, 2020 and 2019. Inventory Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of September 30, 2020 and March 31, 2020, the Company had outstanding balances of finished goods inventory of $1,445 and $7,256, respectively. Earnings Per Share (EPS) The Company utilize FASB ASC 260, Earnings per Share The following table sets for the computation of basic and diluted earnings per share the six months ended September 30, 2020 and 2019: September 30, 2020 September 30, 2019 Basic and diluted Net loss $ (1,764,859 ) $ (904,927 ) Net loss per share Basic $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares outstanding: Basic & diluted 574,198,491 471,101,799 Stock Based Compensation The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Accounting for Stock Compensation Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of September 30, 2020, there were no options outstanding. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
3. Going Concern
3. Going Concern | 6 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis. For the six months ended September 30, 2020, the Company had a net loss of $1,764,859, had net cash used in operating activities of $574,939, had negative working capital of $1,597,844, accumulated deficit of $5,581,837 and stockholders’ deficit of $931,436. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
4. Revenue
4. Revenue | 6 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 4 – REVENUE The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Live event revenue primarily includes ticket and beverage sales before and during the live events. Sponsorship revenue is also recognized when the live event takes place. Any revenue received for events that have yet to take place are recorded in deferred revenue. Gym revenue comprises primarily of membership dues and subscription. Other gym revenue includes personal training, group fitness and meal planning. Information about the Company’s net sales by revenue type for the six months ended September 30, 2020 and 2019 are as follows: For the six months ended September 30, September 30, 2020 (Unaudited) 2019 (Unaudited) Live events $ 30,377 $ 181,911 Gym revenue 165,571 – Net sales $ 195,948 $ 181,911 For the three months ended September 30, September 30, 2020 (Unaudited) 2019 (Unaudited) Live events $ 30,318 $ 96,275 Gym revenue 105,609 – Net sales $ 135,927 $ 96,275 |
5. Property and Equipment
5. Property and Equipment | 6 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following at September 30, 2020 and March 31, 2020: As of As of September 30, March 31, Gym equipment $ 170,500 $ 163,147 Cages 124,025 124,025 Event assets 93,121 61,319 Furniture and fixtures 2,500 0 Production equipment 30,697 30,697 Electronics hardware and software 31,254 11,845 Trucks trailers and vehicles 65,592 11,210 517,689 402,243 Less: accumulated depreciation (89,521 ) (50,850 ) $ 428,168 $ 351,393 Depreciation expense related to these assets for the six months ended September 30, 2020 and 2019 amounted to $38,672 and $10,053, respectively. |
6. Intangible Assets
6. Intangible Assets | 6 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6 – INTANGIBLE ASSETS Intangible assets, net, consisted of the following at September 30, 2020: As of As of September 30, March 31, Licenses $ 142,248 $ 142,248 Software/website development 12,585 – Customer relationships 83,000 83,000 237,833 225,248 Less: accumulated amortization (56,480 ) (28,297 ) $ 181,353 $ 196,951 Licenses are amortized over five years, whereas customer relationships and software/website development are amortized over three years. Amortization expense related to these assets for the six months ended September 30, 2020 and 2019 amounted to $28,183 and $0, respectively. Fiscal year ended March 31, 2021 $ 30,156 Fiscal year ended March 31, 2022 60,311 Fiscal year ended March 31, 2023 53,395 Fiscal year ended March 31, 2024 30,422 Fiscal year ended March 31, 2025 7,069 Total $ 181,353 |
7. Business Acquisitions
7. Business Acquisitions | 6 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Business Acquisitions | NOTE 7 – BUSINESS ACQUISITIONS United Combat League, UCL MMA LLC Effective May 1, 2019, the Company completed its previously announced acquisition of 100% of the equity interest in United Combat League, LLC (“UCL”), in an effort to execute its strategy of developing and building a Premier Development League for the Mixed Martial Arts (“MMA”) marketplace. The purchase price was $20,000 in cash and 6,000,000 shares of Restricted Common Stock issuable to Michael Davis, the seller of the equity interest in the acquisition. The Company is required to pay the cash consideration in three payments as follows: (i) $10,000 on or before 10 calendar days after the execution date of the agreement, (ii) $5,000 on or before 45 calendar days after the execution date of the agreement, and (iii) $5,000 on or before 90 calendar days after the execution date of the agreement. As of September 30, 2020, the $10,000 cash consideration has been paid in full. The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The value of the consideration was $59,000 of which $20,000 was in cash and $39,000 as the fair value of the 6,000,000 shares of common stock. The Company assigned a fair value of $59,000 to the intangible assets – licenses. The intangible assets - licenses are being amortized over their estimated life, currently expected to be five years. Pinnacle Combat LLC- Acquisition On July 15, 2019, to be effective June 29, 2019, the Company completed an acquisition of 100% of the equity interest in Pinnacle Combat LLC of Iowa (“Pinnacle”), in an effort to execute its strategy of developing and building a Premier Development League for the MMA marketplace. The purchase price was $20,000 in cash and 8,000,000 shares of Restricted Common Stock, 5,000,000 to be issued to Harry Maglaris and 3,000,000 to be issued to Ken Rigdon, collectively the sellers of the equity interest in the acquisition. The Company is required to pay the cash consideration in three payments as follows: (i) $10,000 on or before 10 calendar days after the execution date of the agreement, (ii) $5,000 on or before 45 calendar days after the execution date of the agreement, and (iii) $5,000 on or before 90 calendar days after the execution date of the agreement. As of September 30, 2020, the $10,000 cash consideration has been paid in full. The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The value of the consideration was $82,400 of which $20,000 was in cash and $62,400 as the fair value of the 8,000,000 shares of common stock. The fair value of the next identifiable assets which consisted of property and equipment amounted to $73,380. The fair value of the liability assumed which consisted of a credit card liability amounted to $25,028. The Company assigned a fair value of $34,048 in intangible assets – licenses. The intangible assets - licenses are being amortized over their estimated life, currently expected to be five years. Strike Hard Productions LLC- Acquisition On September 1, 2019, the Company completed an acquisition of 100% of the equity interest in Strike Hard Productions LLC, a fighting promotion business, in an effort to execute its strategy of developing and building a Premier Development League for the MMA marketplace. The purchase price was $20,000 in cash and 9,000,000 shares of Restricted Common Stock, 3,000,000 Restricted Shares issued to be issued to David Elder, 3,000,000 Restricted Common Shares to be issued to James Sullivan and 3,000,000 Restricted Common Shares to be issued to Matt Leavell, collectively the sellers of the equity interest in the acquisition. The Company is required to pay the cash consideration in three payments as follows: (i) $10,000 on or before 10 calendar days after the execution date of the agreement, (ii) $5,000 on or before 45 calendar days after the execution date of the agreement, and (iii) $5,000 on or before 90 calendar days after the execution date of the agreement. As of September 30, 2020, the $10,000 cash consideration has been paid in full. The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The value of the consideration was $82,400 of which $20,000 was in cash and $62,400 as the fair value of the 9,000,000 shares of common stock. The fair value of the next identifiable assets which consisted of property and equipment amounted to $23,000. The Company assigned a fair value of $49,200 in intangible assets – licenses. The intangible assets - licenses are being amortized over their estimated life, currently expected to be five years. One More Gym LLC On January 6, 2020, the Company completed an acquisition of 100% of the equity interest in One More Gym LLC (“1MG”), a gym. The purchase price was $30,000 in cash and 6,000,000 shares of Restricted Common Stock (valued at $31,800 or $0.0053 per share), 6,000,000 shares to be issued to BHC Management LLC, the seller of the equity interest in the acquisition. As of September 30, 2020, the Company owes $10,000 in cash consideration to BHC Management. The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The value of the consideration was $61,800 of which $20,000 was in cash and $31,800 as the fair value of the 6,000,000 shares of common stock. The fair value of the next identifiable assets which consisted of cash of $2,392 and property and equipment of $159,703, amounted to $162,095. The Company assigned a fair value of $83,000 in intangible assets – customer relationships. The intangible assets – customer relationships are being amortized over their estimated life, currently expected to be three years. The Company recorded a gain on bargain purchase of $52,583. |
8. Notes Payable
8. Notes Payable | 6 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 - NOTES PAYABLE The following is a summary of notes payable as of September 30, 2020 and March 31, 2020: As of As of September 30, March 31, 2020 2020 Notes payable - current maturity: Emry Capital $14,000, 4% loan with principal and interest due April, 2020 $ – $ 14,000 Note Payable PPP SBA Loan 15,600 – SBA EIDL Loan 10,000 – SBA Loan Payable B2 Digital 97,200 – Notes payable – in default: Emry Capital $14,000, 4% loan with principal and interest due April, 2020 14,000 – Notes payable – long term: WLES LP LLC $60,000, 5% loan due January 15, 2022 30,000 60,000 Brian Cox 401K 17,486 21,970 SBA Loan (One More Gym, LLC) 67,841 74,757 Total notes payable 252,127 170,727 Less: long-term (115,327 ) (34,162 ) Total $ 136,800 $ 136,565 On May 8, 2020, WLES LP LLC converted $30,000 of its $60,000 notes payable into 12,000,000 shares of common stock. As a result, the Company recorded a loss on settlement of debt in the amount of $18,281. During the six months ended September 30, 2020, the Company repaid $4,484 on its loan payable to Brian Cox. During the six months ended September 30, 2020, the bank forgave $6,949 in principal and $3,132 in accrued interest on its SBA Loan (One More Gym, LLC). As a result, the Company recorded $10,080 in gain on forgiveness of loan. |
9. Convertible Note Payable
9. Convertible Note Payable | 6 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | NOTE 9 – CONVERTIBLE NOTE PAYABLE The following is a summary of convertible notes payable as of September 30, 2020: Note* Inception Date Maturity Coupon Face Value Unamortized Discount Carrying Value Note 2 10/31/2019 12/15/2020 8% $ 208,000 $ 19,945 $ 188,055 Note 3 12/5/2019 12/5/2020 8% 62,000 4,685 57,315 Note 4 12/31/2019 12/31/2020 8% 62,000 3,225 58,775 Note 5 1/27/2020 1/27/2021 8% 184,000 11,101 172,899 Note 6 2/19/2020 2/19/2021 8% 78,000 7,640 70,360 Note 7 3/10/2020 3/10/2021 8% 78,000 9,374 68,626 Note 8 8/4/2020 8/4/2021 8% 156,000 45,077 110,923 $ 828,000 $ 101,047 $ 726,953 * Note 1 in the amount of $82,000 was fully converted as of September 30, 2020. Between October 4, 2019 and August 4, 2020, the Company issued to GS Capital Partners, LLC, an accredited investor (“GS Capital”), Convertible Promissory Notes aggregating a principal amount of $910,000. The Company received an aggregate net proceeds of $875,500 after $34,500 in original note discount. The Company has agreed to pay interest on the unpaid principal balance at the rate of eight percent (8%) per annum from the date on which Notes are issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Notes, provided it makes a payment to GS Capital as set forth in the agreements. The outstanding principal amount of the Notes is convertible into the Company’s common stock at the lender’s option at $0.01 per share for the first six months of the term of the Notes. After the six-month anniversary, the conversion price is equal to 63% of the average of the three lowest trading prices of the Company’s common stock. Accounting Considerations The Company has accounted for the Notes as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the agreement under ASC 815 Derivatives and Hedging Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows: Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Note 8 Total Compound embedded derivative $ 26,395 $ 68,030 $ 15,893 $ 10,812 $ 25,834 $ 14,095 $ 17,636 $ 42,463 $ 221,156 Convertible notes payable 48,605 133,970 44,107 49,188 152,666 60,905 57,364 107,537 654,344 Original issue discount 7,000 6,000 2,000 2,000 5,500 3,000 3,000 6,000 34,500 Face value $ 82,000 $ 208,000 $ 62,000 $ 62,000 $ 184,000 $ 78,000 $ 78,000 $ 156,000 $ 910,000 The net proceeds were allocated to the compound embedded derivative and original issue discount. The notes will be amortized up to its face value over the life of Notes based on an effective interest rate. Amortization expense and interest expense for the six months ended September 30, 2020 is as follows: Note Interest Expense Accrued Interest Balance Amortization of Debt Discount Unamortized Discount Note 1 $ 1,015 $ - $ 18,870 $ 0 Note 2 8,343 13,958 33,352 19,945 Note 3 2,487 4,077 8,335 4,685 Note 4 2,487 3,723 5,955 3,225 Note 5 7,380 9,961 15,408 11,101 Note 6 3,129 3,829 8,186 7,640 Note 7 3,129 3,488 9,774 9,374 Note 8 6,975 6,975 3,386 45,077 $ 34,945 $ 46,011 $ 103,266 $ 101,047 On April 23, 2020, GS Capital converted $7,000 in principal and $341 in accrued interest of the October 4, 2019 $84,000 face value note into 4,292,915 shares of common stock. On July 31, 2020, GS Capital converted $7,500 in principal and $488 in accrued interest of the October 4, 2019 $84,000 face value note into 5,071,885 shares of common stock. On August 20, 2020, GS Capital converted $12,500 in principal and $871 in accrued interest of the October 4, 2019 $84,000 face value note into 8,468,394 shares of common stock. On September 9, 2020, GS Capital converted $55,000 in principal and $4,075 in accrued interest of the October 4, 2019 $84,000 face value note into 12,123,426 shares of common stock. As a result of the August and September conversions, the Company recorded $64,194 as loss on extinguishment of debt. |
10. Derivative Financial Instru
10. Derivative Financial Instruments | 6 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | NOTE 10 –DERIVATIVE FINANCIAL INSTRUMENTS The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of September 30, 2020: September 30, 2020 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 183,301,670 $ (599,454 ) Total 183,301,670 $ (599,454 ) The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the six months ended September 30, 2020: The financings giving rise to derivative financial instruments and the income effects: Compound embedded derivatives $ (787,407 ) Total gain (loss) $ (787,407 ) The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended September 30, 2020: The financings giving rise to derivative financial instruments and the income effects: Compound embedded derivatives $ (511,975 ) Total gain (loss) $ (511,975 ) The Company’s Convertible Promissory Notes issued on October 4, 2019, October 31, 2019, December 5, 2019, December 31, 2019, January 27, 2020, February 19, 2020, March 10, 2020 and August 4, 2020, respectively, gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option. Current accounting principles that are provided in ASC 815 - Derivatives and Hedging Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the embedded derivatives that have been bifurcated from the Convertible Notes and classified in liabilities: Inception Quoted market price on valuation date $0.0031 - $0.0058 Contractual conversion rate $0.01 Contractual term to maturity 1.00 Years – 1.13 Years Market volatility: Equivalent Volatility 15.89% - 319.40% Interest rate 8.0% The following table reflects the issuances of compound embedded derivatives and the changes in fair value inputs and assumptions related to the compound embedded derivatives during the period ended September 30, 2020. September 30, 2020 Balance at April 1, 2020 $ 58,790 Issuances: Compound embedded derivatives 42,463 Conversions (289,206 ) Loss on changes in fair value inputs and assumptions reflected 787,407 Balance at September 30, 2020 $ 599,454 |
11. Equity
11. Equity | 6 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Equity | NOTE 11 - EQUITY Preferred Stock There are 50,000,000 shares authorized as preferred stock, of which 40,000,000 are designated as Series B and 2,000,000 are designated as Series A. 8,000,000 shares have yet to be designated. All 2,000,000 shares of Series A preferred are issued and outstanding. Each share of Series A preferred is convertible into 240 shares of common stock. The Series A Preferred Stock votes with the Common Stock on all matters to be voted on by the common stock on an as-converted basis. On such matters, each holder of Series A Preferred Stock is entitled to 240 votes for each share of Series A Preferred Stock held by such shareholder. Common Stock Common Stock Issuances for the six months ended September 30, 2019 On April 23, 2019, the Company issued 4,000,000 shares of common stock in exchange for services valued at $25,600 or $0.0064 per share. On May 14, 2019, the Company sold 1,562,500 shares of common stock for $10,000 or $0.0064 per share. On May 25, 2019, the Company sold 11,718,750 shares of common stock for $75,000 or $0.0064 per share. On June 1, 2019, the Company issued 67,000,000 shares of common stock in exchange for services valued at $428,800 or $0.0064 per share. On June 1, 2019, the Company issued 6,000,000 shares of common stock in exchange for the acquisition of UCL MMA LLC valued at $39,000 or $0.0065 per share. On July 3, 2019 the Company issued 6,000,000 shares of common stock in exchange for services valued at $38,400 or $0.0064 per share. On July 8, 2019, the Company entered into a Subscription Agreement with a holder for the sale of 14,062,500 shares of common stock at $0.0064 per share, or $90,000. On July 15, 2019 the Company issued 30,500,000 shares of common stock in exchange for services valued at $195,200 or $0.0064 per share. On July 15, 2019 the Company issued 8,000,000 shares of common stock in exchange for the acquisition of Pinnacle Combat LLC valued at $51,200 or $0.0064 per share. On August 30, 2019 the Company sold 15,625,000 shares of common stock for $100,000 or $0.0064 per share. On September 7, 2019 the Company sold 7,812,500 shares of common stock for $50,000 or $0.0064 per share. On September 19, 2019 the Company sold 11,718,750 shares of common stock for $75,000 or $0.0064 per share. On September 27, 2019, the Company canceled 7,500,000 in exchange for the cancellation of $75,000 in Notes Receivable. As part of the Strike Hard Productions LLC acquisition, the Company issued 9,000,000 shares of common stock valued at $57,600 or $0.0064 per share. Common Stock Issuances for the six months ended September 30, 2020 On April 23, 2020, the Company issued 4,292,915 shares of stock to GS Capital in exchange for the conversion of $7,341 in convertible note principal. On May 8, 2020, the Company issued 12,000,000 shares of stock to WLES LP LLC in exchange for the conversion of $30,000 in convertible note principal. The 12,000,000 shares were valued at $48,281 resulting in a loss on settlement of debt in the amount of $18,281. On June 16, 2020, the Company issued 4,000,000 shares of common stock to Veyo Partners LLC in exchange for investor relation services valued at $14,400 or $0.0036 per share. On July 10, 2020, the Company issued 4,000,000 shares of common stock to Veyo Partners LLC in exchange for investor relation services valued at $14,000 or $0.0035 per share. On July 31, 2020, GS Capital converted $7,500 in principal and $488 in accrued interest of the October 4, 2019 $84,000 face value note into 5,071,885 shares of common stock. The 5,071,885 shares were valued at $16,558. The Company recorded the removal of the $7,500 in principal, $488 in interest, and $8,570 in derivative liabilities resulting in no gain or loss. On August 10, 2020, the Company issued 4,000,000 shares of common stock to Veyo Partners LLC in exchange for investor relation services valued at $34,800 or $0.0087 per share. On August 13, 2020, the Company sold 13,333,334 shares of common stock for $100,000 or $0.0075 per share. On August 19, 2020, the Company sold 13,333,334 shares of common stock for $100,000 or $0.0075 per share. On August 20, 2020, GS Capital converted $12,500 in principal and $871 in accrued interest of the October 4, 2019 $84,000 face value note into 8,468,394 shares of common stock. The 8,468,394 shares were valued at $155,914. After recording the removal of the $12,500 in principal, $871 in interest, and $138,647 in derivative liabilities, the Company recorded $3,896 as loss on extinguishment of debt. On September 1, 2020, the Company sold 13,333,334 shares of common stock for $100,000 or $0.0075 per share. On September 9, 2020, GS Capital converted $55,000 in principal and $4,075 in accrued interest of the October 4, 2019 $84,000 face value note into 12,123,426 shares of common stock. The 12,123,426 shares were valued at $262,363. After recording the removal of the $55,000 in principal, $4,075 in interest, and $142,990 in derivative liabilities, the Company recorded $60,298 as loss on extinguishment of debt. On September 14, 2020, the Company sold 22,000,000 shares of common stock for $165,000 or $0.0075 per share. On September 30, 2020, the Company issued 3,733,333 shares of common stock for services valued at $26,133 or $0.0070 per share. |
12. Leases
12. Leases | 6 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | NOTE 12 –LEASES In connection with the acquisition of the One More Gym, LLC, the Company assumed a building lease and two equipment leases. The lease terms are under 12 months. Under Topic 842, a short-term lease is a lease that, at the commencement date, has a ‘lease term’ of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Although short-term leases are in the scope of Topic 842, a simplified form of accounting is permitted. A lessee can elect, by class of underlying asset, not to apply the recognition requirements of Topic 842 and instead to recognize the lease payments as lease cost on a straight-line basis over the lease term. The Company has elected the short-term method to account for these leases. |
13. Commitments and Contingenci
13. Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13 – COMMITMENTS AND CONTINGENCIES During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of September 30, 2020, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements. The Company entered into employment agreements with its Chief Executive Officer and Executive Vice President as of November 24, 2017. Under the terms of these agreements the Company will be liable for severance and other payments under certain conditions. The employment agreement for the Executive Vice President is for a period of 36 months and renews for a successive two years unless written notice is provided by either party under the terms of the agreement. The employment agreement for the Chief Executive Officer can be terminated by the Chief Executive Officer upon three months written notice. Termination of the Chief Executive Officer requires 80% of the votes of all stockholders of the Company. Each of the acquisition agreements contain a Management Services Agreement (“MSA”) whereby the Company agrees to pay a management fee based on certain performance targets. The MSA agreements expire 10 years from the acquisition agreement dates. |
14. Subsequent Events
14. Subsequent Events | 6 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 - SUBSEQUENT EVENTS Convertible Promissory Note On October 2, 2020, the Company entered into a Securities Purchase Agreement with GS Capital pursuant to which the Company issued to GS Capital a Convertible Promissory Note in the aggregate principal amount of $205,000. The Company received net proceeds of $195,000 after a $10,000 original note discount. The note has a maturity date of October 2, 2021 and the Company has agreed to pay interest on the unpaid principal balance of the note at the rate of eight percent (8%) per annum from the date on which the note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the note, provided it makes a payment to GS Capital as set forth in the note. The outstanding principal amount of the note is convertible into the Company’s common stock at the lender’s option at $0.01 per share for the first six months of the term of the note. After the six-month anniversary, the conversion price is equal to 63% of the average of the three lowest trading prices of the Company’s common stock. The initial accounting for this note is not completed. On October 15, 2020, the Company entered into a Securities Purchase Agreement with GS Capital pursuant to which the Company issued to GS Capital a Convertible Promissory Note in the aggregate principal amount of $172,000. The Company received net proceeds of $165,000 after a $7,000 original note discount. The note has a maturity date of October 15, 2021 and the Company has agreed to pay interest on the unpaid principal balance of the note at the rate of eight percent (8%) per annum from the date on which the note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the note, provided it makes a payment to GS Capital as set forth in the note. The outstanding principal amount of the note is convertible into the Company’s common stock at the lender’s option at $0.01 per share for the first six months of the term of the note. After the six-month anniversary, the conversion price is equal to 63% of the average of the three lowest trading prices of the Company’s common stock. The initial accounting for this note is not completed. Common Stock Issuances On October 1, 2020, the Company issued 33,934,759 shares of common stock in conversion of $108,000 in principal and $7,196 of accrued interest. On October 15, 2020, the Company issued 14,521,245 shares of common stock in conversion of $45,000 in principal and $3,136 of accrued interest. Lease On October 1, 2020, the Company, under its subsidiary ONE More Gym LLC, entered into a facilities lease for 25,000 square feet in Kokomo, Indiana. The initial lease term is for five years and the lease commencement date is October 1, 2020. The Company will receive the first month’s rent free and will pay lease payments as follows: Annual Lease Payments Period Year 1 $ 87,500 Year 2 91,875 Year 3 96,469 Year 4 101,292 Year 5 101,292 Total $ 478,428 The Company will analyze the lease to determine proper accounting in accordance with ASC 842. Business Acquisition Effective October 6, 2020, the Company completed an acquisition of 100% of the equity interest in CFit Indiana, Inc., doing business as Charter Fitness, a gym. Charter Fitness has two locations: one is Merrillville, Indiana and the other in Valparaiso, Indiana. The purchase price was $115,000 The initial accounting for this acquisition is not completed. Common Stock Purchase Agreement On October 21, 2020 the Company entered into a Common Stock Purchase Agreement (the “CSPA”) with Triton Funds, LP (“Triton”) (www.tritonfunds.com), the nation’s largest student venture investment fund, for an investment by Triton in the Company’s common equity of as much as $5 million. Triton has agreed to invest up to $2.5 million in common stock of B2Digital through the purchase of shares the Company has agreed to sell to Triton, subject to the terms and conditions set forth in the CSPA. In addition, in connection with the CSPA, Triton may invest up to an additional $2.5 million pursuant to warrant agreements. |
2. Accounting Policies (Policie
2. Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The interim consolidated financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements; interim disclosures generally do not repeat those in the annual statements. The interim unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. |
Use of Estimates | Use of Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The most significant assumptions and estimates relate to the valuation of derivative liabilities and the valuation of assets and liabilities acquired through business combinations. Actual results could differ from these estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains deposits primarily in four financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation ("FDIC"). The Company has not experienced any losses related to amounts in excess of FDIC limits or $250,000. The Company did not have any cash in excess of FDIC limits at September 30, 2020 and 2019, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of accounts payable and accrued liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The three levels of valuation hierarchy are defined as follows: Level 1 Level 2 Level 3 The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, Distinguishing Liabilities from Equity |
Property and Equipment | Property and Equipment Property and equipment are carried at cost. Depreciation is provided on the straight-line method over the assets’ estimated service lives. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are reflected in the accompanying consolidated statement of operations of the respective period. The estimated useful lives range from 3 to 7 years. |
Goodwill | Goodwill Goodwill represents the cost in excess of the fair value of net assets acquired in business combinations. The Company tests goodwill for impairment on an annual basis and when events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is deemed to be impaired if the carrying amount of goodwill exceeds its estimated fair value. As of September 30, 2020, there were no charges to goodwill impairment. |
Other Income | Other income During the six months ended September 30, 2020, the Company received $2,000 in grant income due to COVID-19 relief. The Company has recorded this grant income under other income in the Statement of Operations. |
Revenue Recognition | Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. The majority of revenues are received from ticket and beverage sales before and during the live events. Sponsorship revenue is also recognized when the live event takes place. Any revenue received for events that have yet to take place are recorded in deferred revenue. |
Income Taxes | Income Taxes The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated Statements of Operations in the period that includes the enactment date. Through September 30, 2020, the Company has an expected loss. Due to uncertainty of realization for these losses, a full valuation allowance is recorded. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, Receivables that are factored through the Company's Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the six months ended September 30, 2020 and 2019. |
Inventory | Inventory Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of September 30, 2020 and March 31, 2020, the Company had outstanding balances of finished goods inventory of $1,445 and $7,256, respectively. |
Earnings Per Share (EPS) | Earnings Per Share (EPS) The Company utilize FASB ASC 260, Earnings per Share The following table sets for the computation of basic and diluted earnings per share the six months ended September 30, 2020 and 2019: September 30, 2020 September 30, 2019 Basic and diluted Net loss $ (1,764,859 ) $ (904,927 ) Net loss per share Basic $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares outstanding: Basic & diluted 574,198,491 471,101,799 |
Stock based compensation | Stock Based Compensation The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Accounting for Stock Compensation Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of September 30, 2020, there were no options outstanding. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
2. Accounting Policies (Tables)
2. Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets for the computation of basic and diluted earnings per share the six months ended September 30, 2020 and 2019: September 30, 2020 September 30, 2019 Basic and diluted Net loss $ (1,764,859 ) $ (904,927 ) Net loss per share Basic $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares outstanding: Basic & diluted 609,129,678 471,101,799 |
4. Revenue (Tables)
4. Revenue (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue | Information about the Company’s net sales by revenue type for the six months ended September 30, 2020 and 2019 are as follows: For the six months ended September 30, September 30, 2020 (Unaudited) 2019 (Unaudited) Live events $ 30,377 $ 181,911 Gym revenue 165,571 – Net sales $ 195,948 $ 181,911 For the three months ended September 30, September 30, 2020 (Unaudited) 2019 (Unaudited) Live events $ 30,318 $ 96,275 Gym revenue 105,609 – Net sales $ 135,927 $ 96,275 |
5. Property and Equipment (Tabl
5. Property and Equipment (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment, net, consisted of the following at September 30, 2020 and March 31, 2020: As of As of September 30, March 31, Gym equipment $ 170,500 $ 163,147 Cages 124,025 124,025 Event assets 93,121 61,319 Furniture and fixtures 2,500 0 Production equipment 30,697 30,697 Electronics hardware and software 31,254 11,845 Trucks trailers and vehicles 65,592 11,210 517,689 402,243 Less: accumulated depreciation (89,521 ) (50,850 ) $ 428,168 $ 351,393 |
6. Intangible Assets (Tables)
6. Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets, net, consisted of the following at September 30, 2020: As of As of September 30, March 31, Licenses $ 142,248 $ 142,248 Software/website development 12,585 – Customer relationships 83,000 83,000 237,833 225,248 Less: accumulated amortization (56,480 ) (28,297 ) $ 181,353 $ 196,951 |
Estimated amortization expense | Estimated amortization expense for each of the next five years: Fiscal year ended March 31, 2021 $ 30,156 Fiscal year ended March 31, 2022 60,311 Fiscal year ended March 31, 2023 53,395 Fiscal year ended March 31, 2024 30,422 Fiscal year ended March 31, 2025 7,069 Total $ 181,353 |
8. Notes Payable (Tables)
8. Notes Payable (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | The following is a summary of notes payable as of September 30, 2020 and March 31, 2020: As of As of September 30, March 31, 2020 2020 Notes payable - current maturity: Emry Capital $14,000, 4% loan with principal and interest due April, 2020 $ – $ 14,000 Note Payable PPP SBA Loan 15,600 – SBA EIDL Loan 10,000 – SBA Loan Payable B2 Digital 97,200 – Notes payable – in default: Emry Capital $14,000, 4% loan with principal and interest due April, 2020 14,000 – Notes payable – long term: WLES LP LLC $60,000, 5% loan due January 15, 2022 30,000 60,000 Brian Cox 401K 17,486 21,970 SBA Loan (One More Gym, LLC) 67,841 74,757 Total notes payable 252,127 170,727 Less: long-term (115,327 ) (34,162 ) Total $ 136,800 $ 136,565 |
9. Convertible Note Payable (Ta
9. Convertible Note Payable (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible note payable | The following is a summary of convertible notes payable as of September 30, 2020: Note* Inception Date Maturity Coupon Face Value Unamortized Discount Carrying Value Note 2 10/31/2019 12/15/2020 8% $ 208,000 $ 19,945 $ 188,055 Note 3 12/5/2019 12/5/2020 8% 62,000 4,685 57,315 Note 4 12/31/2019 12/31/2020 8% 62,000 3,225 58,775 Note 5 1/27/2020 1/27/2021 8% 184,000 11,101 172,899 Note 6 2/19/2020 2/19/2021 8% 78,000 7,640 70,360 Note 7 3/10/2020 3/10/2021 8% 78,000 9,374 68,626 Note 8 8/4/2020 8/4/2021 8% 156,000 45,077 110,923 $ 828,000 $ 101,047 $ 726,953 |
Allocation of cash proceeds | Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows: Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Note 8 Total Compound embedded derivative $ 26,395 $ 68,030 $ 15,893 $ 10,812 $ 25,834 $ 14,095 $ 17,636 $ 42,463 $ 221,156 Convertible notes payable 48,605 133,970 44,107 49,188 152,666 60,905 57,364 107,537 654,344 Original issue discount 7,000 6,000 2,000 2,000 5,500 3,000 3,000 6,000 34,500 Face value $ 82,000 $ 208,000 $ 62,000 $ 62,000 $ 184,000 $ 78,000 $ 78,000 $ 156,000 $ 910,000 |
Amortization expense, interest expense and accrued interest | Amortization expense and interest expense for the six months ended September 30, 2020 is as follows: Note Interest Expense Accrued Interest Balance Amortization of Debt Discount Unamortized Discount Note 1 $ 1,015 $ – $ 18,870 $ 0 Note 2 8,343 13,958 33,352 19,945 Note 3 2,487 4,077 8,335 4,685 Note 4 2,487 3,723 5,955 3,225 Note 5 7,380 9,961 15,408 11,101 Note 6 3,129 3,829 8,186 7,640 Note 7 3,129 3,488 9,774 9,374 Note 8 6,975 6,975 3,386 45,077 $ 34,945 $ 46,011 $ 103,266 $ 101,047 |
10. Derivative Financial Inst_2
10. Derivative Financial Instruments (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities | The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of September 30, 2020: September 30, 2020 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 183,301,670 $ (599,454 ) Total 183,301,670 $ (599,454 ) The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the six months ended September 30, 2020: The financings giving rise to derivative financial instruments and the income effects: Compound embedded derivatives $ (787,407 ) Total gain (loss) $ (787,407 ) The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended September 30, 2020: The financings giving rise to derivative financial instruments and the income effects: Compound embedded derivatives $ (511,975 ) Total gain (loss) $ (511,975 ) |
Significant inputs | Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the embedded derivatives that have been bifurcated from the Convertible Notes and classified in liabilities: Inception Quoted market price on valuation date $0.0031 - $0.0058 Contractual conversion rate $0.01 Contractual term to maturity 1.00 Years – 1.13 Years Market volatility: Equivalent Volatility 15.89% - 319.40% Interest rate 8.0% |
Schedule of changes in fair value of derivatives | The following table reflects the issuances of compound embedded derivatives and the changes in fair value inputs and assumptions related to the compound embedded derivatives during the period ended September 30, 2020. September 30, 2020 Balance at April 1, 2020 $ 58,790 Issuances: Compound embedded derivatives 42,463 Conversions (289,206 ) Loss on changes in fair value inputs and assumptions reflected 787,407 Balance at September 30, 2020 $ 599,454 |
2. Accounting Policies (Details
2. Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accounting Policies [Abstract] | ||||
Net loss | $ (1,269,353) | $ (413,415) | $ (1,764,859) | $ (904,927) |
Net loss per share | ||||
Basic | $ 0 | $ 0 | ||
Diluted | $ 0 | $ 0 | ||
Weighted average number of shares outstanding: | ||||
Basic & diluted | 597,871,392 | 528,339,793 | 574,198,491 | 471,101,799 |
2. Accounting Policies (Detai_2
2. Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Property useful life | 3 to 7 years | ||||
Options outstanding | 0 | 0 | |||
Cash in excess of FDIC limit | $ 0 | $ 0 | $ 0 | ||
Finished Goods Inventory | 1,445 | 1,445 | $ 7,256 | ||
Impairment charges | 0 | $ 0 | |||
Grant income | $ 0 | $ 0 | $ 2,000 | $ 0 |
3. Going Concern (Details Narra
3. Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Working Capital | $ (1,597,844) | $ (1,597,844) | ||||||
Net loss | (1,269,353) | $ (413,415) | (1,764,859) | $ (904,927) | ||||
Net cash used in operating activities | (574,939) | (184,942) | ||||||
Accumulated deficit | (5,581,837) | (5,581,837) | $ (3,816,978) | |||||
Stockholders' Deficit | $ (931,436) | $ 481,767 | $ (931,436) | $ 481,767 | $ (636,851) | $ (211,367) | $ 286,226 | $ 148,738 |
4. Revenue (Details)
4. Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net sales | $ 135,927 | $ 96,275 | $ 195,948 | $ 181,911 |
Live events [Member] | ||||
Net sales | 30,318 | 96,275 | 30,377 | 181,911 |
Gym [Member] | ||||
Net sales | $ 105,609 | $ 0 | $ 165,571 | $ 0 |
5. Property and Equipment (Deta
5. Property and Equipment (Details) - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Property and equipment | $ 517,689 | $ 402,243 |
Less: accumulated depreciation | (89,521) | (50,850) |
Total fixed assets | 428,168 | 351,393 |
Gym equipment [Member] | ||
Property and equipment | 170,500 | 163,147 |
Cages [Member] | ||
Property and equipment | 124,025 | 124,025 |
Event Assets [Member] | ||
Property and equipment | 93,121 | 61,319 |
Furniture and Fixtures [Member] | ||
Property and equipment | 2,500 | 0 |
Production Equipment [Member] | ||
Property and equipment | 30,697 | 30,697 |
Electronics Hardware and Software [Member] | ||
Property and equipment | 31,254 | 11,845 |
Trucks, trailers and vehicles [Member] | ||
Property and equipment | $ 65,592 | $ 11,210 |
5. Property and Equipment (De_2
5. Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 38,672 | $ 10,053 |
6. Intangible Assets (Details -
6. Intangible Assets (Details - Intangible assets, net) - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Intangible assets gross | $ 237,833 | $ 225,248 |
Less: accumulated amortization | (56,480) | (28,297) |
Intangible assets net | 181,353 | 196,951 |
Licenses [Member] | ||
Intangible assets gross | 142,248 | 142,248 |
Software/website development [Member] | ||
Intangible assets gross | 12,585 | 0 |
Customer Relationships [Member] | ||
Intangible assets gross | $ 83,000 | $ 83,000 |
6. Intangible Assets (Details_2
6. Intangible Assets (Details - Estimated amortization expense) - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Fiscal year ended March 31, 2021 | $ 30,156 | |
Fiscal year ended March 31, 2022 | 60,311 | |
Fiscal year ended March 31, 2023 | 53,395 | |
Fiscal year ended March 31, 2024 | 30,422 | |
Fiscal year ended March 31, 2025 | 7,069 | |
Total | $ 181,353 | $ 196,951 |
6. Intangible Assets (Details N
6. Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Amortization expense | $ 28,183 | $ 0 |
Licenses [Member] | ||
Amortizion Period | 5 years | |
Customer Relationships [Member] | ||
Amortizion Period | 3 years | |
Software/website development [Member] | ||
Amortizion Period | 3 years |
7. Business Acquisitions (Detai
7. Business Acquisitions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||
May 01, 2019 | Jun. 29, 2019 | Sep. 01, 2019 | Jan. 06, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | |
Goodwill | $ 172,254 | $ 172,254 | ||||
United Combat League [Member] | ||||||
Cash paid for acquisition | $ 20,000 | |||||
Common stock issued to sellers, value | 39,000 | |||||
Total consideration | $ 59,000 | |||||
Stock issued for acquisition, shares | 6,000,000 | |||||
Intangible assets | $ 59,000 | |||||
Percent acquired | 100.00% | |||||
Pinnacle Combat LLC [Member] | ||||||
Cash paid for acquisition | $ 20,000 | |||||
Common stock issued to sellers, value | 62,400 | |||||
Total consideration | $ 82,400 | |||||
Stock issued for acquisition, shares | 8,000,000 | |||||
Fair value of acquired assets | $ 73,380 | |||||
Intangible assets | 34,048 | |||||
Fair value of liabilities assumed | $ 25,028 | |||||
Percent acquired | 100.00% | |||||
Strike Hard Productions LLC [Member] | ||||||
Cash paid for acquisition | $ 20,000 | |||||
Common stock issued to sellers, value | 62,400 | |||||
Total consideration | $ 82,400 | |||||
Stock issued for acquisition, shares | 9,000,000 | |||||
Fair value of acquired assets | $ 23,000 | |||||
Intangible assets | $ 49,200 | |||||
Percent acquired | 100.00% | |||||
One More Gym LLC [Member] | ||||||
Cash paid for acquisition | $ 20,000 | |||||
Common stock issued to sellers, value | 31,800 | |||||
Total consideration | 61,800 | |||||
Cash and cash equivalents | 2,392 | |||||
Property and equipment | $ 159,703 | |||||
Stock issued for acquisition, shares | 6,000,000 | |||||
Fair value of acquired assets | $ 162,095 | |||||
Intangible assets | $ 83,000 | |||||
Percent acquired | 100.00% |
8. Notes Payable (Details)
8. Notes Payable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
Total notes payable | $ 252,127 | $ 252,127 | $ 170,727 | |||
Less: long-term | (115,327) | (115,327) | (34,162) | |||
Short-term | 136,800 | 136,800 | 136,565 | |||
Note payable- current maturity | 122,800 | 122,800 | 34,162 | |||
Note payable- in default | 14,000 | 14,000 | 0 | |||
Note payable- long-term | 115,327 | 115,327 | 136,565 | |||
Loss on modification of debt | 0 | $ 0 | (18,281) | $ 0 | ||
WLES LP LLC [Member] | ||||||
Total notes payable | $ 30,000 | $ 30,000 | 60,000 | |||
Debt stated interest rate | 5.00% | 5.00% | ||||
Debt maturity date | Jan. 15, 2022 | |||||
Note payable- long-term | $ 30,000 | $ 30,000 | 60,000 | |||
Loss on modification of debt | 18,281 | |||||
Brian Cox [Member] | ||||||
Total notes payable | 17,486 | 17,486 | 21,970 | |||
Small Business Loan [Member] | ||||||
Total notes payable | 67,841 | 67,841 | 74,757 | |||
Emry Capital [Member] | ||||||
Total notes payable | $ 0 | $ 0 | 14,000 | |||
Debt stated interest rate | 4.00% | 4.00% | ||||
Debt maturity date | Apr. 30, 2020 | |||||
Note payable- current maturity | $ 0 | $ 0 | 14,000 | |||
PPP SBA Loan [Member] | ||||||
Total notes payable | 15,600 | 15,600 | 0 | |||
Note payable- current maturity | 15,600 | 15,600 | 0 | |||
EIDL Loan [Member] | ||||||
Total notes payable | 10,000 | 10,000 | 0 | |||
Note payable- current maturity | 10,000 | 10,000 | $ 0 | |||
B2 Digital [Member] | ||||||
Total notes payable | 97,200 | 97,200 | $ 0 | |||
Note payable- current maturity | 97,200 | 97,200 | 0 | |||
Emry Capital 1 [Member] | ||||||
Total notes payable | $ 14,000 | $ 14,000 | 0 | |||
Debt stated interest rate | 4.00% | 4.00% | ||||
Debt maturity date | Apr. 30, 2020 | |||||
Note payable- in default | $ 14,000 | $ 14,000 | $ 0 |
9. Convertible Note Payable (De
9. Convertible Note Payable (Details - Convertible note payable) | 6 Months Ended |
Sep. 30, 2020USD ($) | |
Face Value | $ 828,000 |
Unamortized Discount | 101,047 |
Carrying Value | $ 726,953 |
Convertible Note 2 [Member] | |
Inception Date | Oct. 31, 2019 |
Maturity | Dec. 15, 2020 |
Coupon | 8.00% |
Face Value | $ 208,000 |
Unamortized Discount | 19,945 |
Carrying Value | $ 188,055 |
Convertible Note 3 [Member] | |
Inception Date | Dec. 5, 2019 |
Maturity | Dec. 5, 2020 |
Coupon | 8.00% |
Face Value | $ 62,000 |
Unamortized Discount | 4,685 |
Carrying Value | $ 57,315 |
Convertible Note 4 [Member] | |
Inception Date | Dec. 31, 2019 |
Maturity | Dec. 31, 2020 |
Coupon | 8.00% |
Face Value | $ 62,000 |
Unamortized Discount | 3,225 |
Carrying Value | $ 58,775 |
Convertible Note 5 [Member] | |
Inception Date | Jan. 27, 2020 |
Maturity | Jan. 27, 2021 |
Coupon | 8.00% |
Face Value | $ 184,000 |
Unamortized Discount | 11,101 |
Carrying Value | $ 172,899 |
Convertible Note 6 [Member] | |
Inception Date | Feb. 19, 2020 |
Maturity | Feb. 19, 2021 |
Coupon | 8.00% |
Face Value | $ 78,000 |
Unamortized Discount | 7,640 |
Carrying Value | $ 70,360 |
Convertible Note 7 [Member] | |
Inception Date | Mar. 10, 2020 |
Maturity | Mar. 10, 2021 |
Coupon | 8.00% |
Face Value | $ 78,000 |
Unamortized Discount | 9,374 |
Carrying Value | $ 68,626 |
Convertible Note 8 [Member] | |
Inception Date | Aug. 4, 2020 |
Maturity | Aug. 4, 2021 |
Coupon | 8.00% |
Face Value | $ 156,000 |
Unamortized Discount | 45,077 |
Carrying Value | $ 110,923 |
9. Convertible Note Payable (_2
9. Convertible Note Payable (Details - Allocation of cash proceeds) - USD ($) | Sep. 30, 2020 | Aug. 04, 2019 |
Compound embedded deriviative | $ 221,156 | |
Convertible notes payable | 654,344 | |
Original issue discount | 34,500 | |
Face Value | 910,000 | |
Convertible Note 1 [Member] | ||
Compound embedded deriviative | 26,395 | |
Convertible notes payable | 48,605 | |
Original issue discount | 7,000 | $ 34,500 |
Face Value | 82,000 | |
Convertible Note 2 [Member] | ||
Compound embedded deriviative | 68,030 | |
Convertible notes payable | 133,970 | |
Original issue discount | 6,000 | |
Face Value | 208,000 | |
Convertible Note 3 [Member] | ||
Compound embedded deriviative | 15,893 | |
Convertible notes payable | 44,107 | |
Original issue discount | 2,000 | |
Face Value | 62,000 | |
Convertible Note 4 [Member] | ||
Compound embedded deriviative | 10,812 | |
Convertible notes payable | 49,188 | |
Original issue discount | 2,000 | |
Face Value | 62,000 | |
Convertible Note 5 [Member] | ||
Compound embedded deriviative | 25,834 | |
Convertible notes payable | 152,666 | |
Original issue discount | 5,500 | |
Face Value | 184,000 | |
Convertible Note 6 [Member] | ||
Compound embedded deriviative | 14,095 | |
Convertible notes payable | 60,905 | |
Original issue discount | 3,000 | |
Face Value | 78,000 | |
Convertible Note 7 [Member] | ||
Compound embedded deriviative | 17,636 | |
Convertible notes payable | 57,364 | |
Original issue discount | 3,000 | |
Face Value | 78,000 | |
Convertible Note 8 [Member] | ||
Compound embedded deriviative | 42,463 | |
Convertible notes payable | 107,537 | |
Original issue discount | 6,000 | |
Face Value | $ 156,000 |
9. Convertible Note Payable (_3
9. Convertible Note Payable (Details - Amortization expense, interest expense and accrued interest) - USD ($) | 6 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Interest Expense | $ 34,945 | |
Accrued Interest Balance | 46,011 | |
Amortization of Debt Discount | 103,266 | $ 0 |
Unamortized Discount | 101,047 | |
Convertible Note 1 [Member] | ||
Interest Expense | 1,015 | |
Accrued Interest Balance | 0 | |
Amortization of Debt Discount | 18,870 | |
Unamortized Discount | 0 | |
Convertible Note 2 [Member] | ||
Interest Expense | 8,343 | |
Accrued Interest Balance | 13,958 | |
Amortization of Debt Discount | 33,352 | |
Unamortized Discount | 19,945 | |
Convertible Note 3 [Member] | ||
Interest Expense | 2,487 | |
Accrued Interest Balance | 4,077 | |
Amortization of Debt Discount | 8,335 | |
Unamortized Discount | 4,685 | |
Convertible Note 4 [Member] | ||
Interest Expense | 2,487 | |
Accrued Interest Balance | 3,723 | |
Amortization of Debt Discount | 5,955 | |
Unamortized Discount | 3,225 | |
Convertible Note 5 [Member] | ||
Interest Expense | 7,380 | |
Accrued Interest Balance | 9,961 | |
Amortization of Debt Discount | 15,408 | |
Unamortized Discount | 11,101 | |
Convertible Note 6 [Member] | ||
Interest Expense | 3,129 | |
Accrued Interest Balance | 3,829 | |
Amortization of Debt Discount | 8,186 | |
Unamortized Discount | 7,640 | |
Convertible Note 7 [Member] | ||
Interest Expense | 3,129 | |
Accrued Interest Balance | 3,488 | |
Amortization of Debt Discount | 9,774 | |
Unamortized Discount | 9,374 | |
Convertible Note 8 [Member] | ||
Interest Expense | 6,975 | |
Accrued Interest Balance | 6,975 | |
Amortization of Debt Discount | 3,386 | |
Unamortized Discount | $ 45,077 |
9. Convertible Note Payable (_4
9. Convertible Note Payable (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 10 Months Ended | |||
Apr. 23, 2020 | Jul. 31, 2020 | Sep. 09, 2020 | Aug. 20, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Aug. 04, 2020 | Aug. 04, 2019 | |
Debt face amount | $ 828,000 | $ 828,000 | |||||||
Original issue discount | 34,500 | 34,500 | |||||||
Net proceeds | 150,000 | $ 0 | |||||||
Value of shares converted | 289,206 | ||||||||
GS Capital [Member] | |||||||||
Number of shares converted | 4,292,915 | 5,071,885 | 12,123,426 | 8,468,394 | |||||
GS Capital [Member] | Principal [Member] | |||||||||
Value of shares converted | $ 7,000 | $ 7,500 | $ 55,000 | $ 12,500 | |||||
GS Capital [Member] | Accrued Interest [Member] | |||||||||
Value of shares converted | $ 341 | $ 488 | $ 4,075 | $ 871 | |||||
Convertible Note 1 [Member] | |||||||||
Debt face amount | $ 910,000 | ||||||||
Original issue discount | $ 7,000 | 7,000 | $ 34,500 | ||||||
Net proceeds | $ 875,500 | ||||||||
Value of shares converted | $ 82,000 |
10. Derivative Financial Inst_3
10. Derivative Financial Instruments (Details - Derivative liabilities) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Compound embedded derivatives, shares | 183,301,670 | 183,301,670 | ||
Compound embedded derivatives, value | $ 599,454 | $ 599,454 | ||
Gain on changes in fair value of derivatives | $ (511,975) | $ 0 | $ (787,407) | $ 0 |
10. Derivative Financial Inst_4
10. Derivative Financial Instruments (Details - Significant inputs) | 6 Months Ended |
Sep. 30, 2020$ / shares | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Quoted market price on valuation date | $0.0031 - $0.0058 |
Contractual conversion rate | $ 0.01 |
Contractual term to maturity | 1.00 Years – 1.13 Years |
Equivalent Volatility | 15.89% - 319.40% |
Interest rate | 8.00% |
10. Derivative Financial Inst_5
10. Derivative Financial Instruments (Details - Change in fair value) | 6 Months Ended |
Sep. 30, 2020USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative liabilities, beginning balance | $ 58,790 |
Compound embedded derivatives | 42,463 |
Conversions | (289,206) |
Loss on changes in fair value inputs and assumptions reflected | 787,407 |
Derivative liabilities, ending balance | $ 599,454 |
11. Equity (Details Narrative)
11. Equity (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | |||||||||||||||||||||||||
May 08, 2020 | Apr. 23, 2020 | May 14, 2019 | May 01, 2019 | Apr. 23, 2019 | Jun. 01, 2019 | May 25, 2019 | Sep. 30, 2020 | Jul. 10, 2020 | Jun. 30, 2020 | Jun. 16, 2020 | Sep. 30, 2019 | Jul. 15, 2019 | Jul. 08, 2019 | Jul. 03, 2019 | Jun. 30, 2019 | Aug. 13, 2020 | Aug. 10, 2020 | Jul. 31, 2020 | Sep. 14, 2020 | Sep. 09, 2020 | Sep. 01, 2020 | Aug. 20, 2020 | Aug. 19, 2020 | Sep. 09, 2019 | Sep. 07, 2019 | Sep. 01, 2019 | Aug. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 27, 2019 | |
Stock issued for services, value | $ 74,933 | $ 14,400 | $ 233,600 | $ 454,400 | |||||||||||||||||||||||||||
Proceeds from sale of stock | $ 465,000 | $ 400,000 | |||||||||||||||||||||||||||||
Stock issued for acquisition, value | 57,600 | $ 89,600 | |||||||||||||||||||||||||||||
Stock issued conversion of note, amount | 434,835 | $ 55,622 | |||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ (64,194) | $ 0 | $ (64,194) | $ 0 | |||||||||||||||||||||||||||
United Combat League [Member] | |||||||||||||||||||||||||||||||
Stock issued for acquisition, shares | 6,000,000 | ||||||||||||||||||||||||||||||
Strike Hard Productions LLC [Member] | |||||||||||||||||||||||||||||||
Stock issued for acquisition, shares | 9,000,000 | ||||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||||
Stock issued for services, shares | 4,000,000 | 67,000,000 | 30,500,000 | 6,000,000 | 3,733,333 | ||||||||||||||||||||||||||
Stock issued for services, value | $ 25,600 | $ 428,800 | $ 195,200 | $ 38,400 | $ 26,133 | ||||||||||||||||||||||||||
Stock issued new, shares | 1,562,500 | 11,718,750 | 13,333,334 | 22,000,000 | 13,333,334 | 13,333,334 | 11,718,750 | 7,812,500 | 15,625,000 | ||||||||||||||||||||||
Proceeds from sale of stock | $ 10,000 | $ 75,000 | $ 100,000 | $ 165,000 | $ 100,000 | $ 100,000 | $ 75,000 | $ 50,000 | $ 100,000 | ||||||||||||||||||||||
Stock issued for cancellation of notes receivable, shares | 7,500,000 | ||||||||||||||||||||||||||||||
Stock issued for cancellation of notes receivable, value | $ 75,000 | ||||||||||||||||||||||||||||||
Common Stock | GS Capital [Member] | |||||||||||||||||||||||||||||||
Stock issued for conversion of note, shares | 4,292,915 | 5,071,885 | 12,123,426 | 8,468,394 | |||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 7,341 | $ 16,558 | $ 262,363 | $ 155,914 | |||||||||||||||||||||||||||
Loss on extinguishment of debt | (60,298) | (3,896) | |||||||||||||||||||||||||||||
Common Stock | GS Capital [Member] | Principal [Member] | |||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | 7,500 | 55,000 | 12,500 | ||||||||||||||||||||||||||||
Common Stock | GS Capital [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 488 | $ 4,075 | $ 871 | ||||||||||||||||||||||||||||
Common Stock | WLESLPLLC [Member] | |||||||||||||||||||||||||||||||
Stock issued for conversion of note, shares | 12,000,000 | ||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 30,000 | ||||||||||||||||||||||||||||||
Loss on settlement of debt | $ (18,281) | ||||||||||||||||||||||||||||||
Common Stock | Veyo Partners LLC [Member] | |||||||||||||||||||||||||||||||
Stock issued for services, shares | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||||||||||||||||||||||
Stock issued for services, value | $ 14,000 | $ 14,400 | $ 34,800 | ||||||||||||||||||||||||||||
Common Stock | Subscription Agreement [Member] | |||||||||||||||||||||||||||||||
Stock issued new, shares | 14,062,500 | ||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 90,000 | ||||||||||||||||||||||||||||||
Common Stock | United Combat League [Member] | |||||||||||||||||||||||||||||||
Stock issued for acquisition, shares | 6,000,000 | ||||||||||||||||||||||||||||||
Stock issued for acquisition, value | $ 39,000 | ||||||||||||||||||||||||||||||
Common Stock | Pinnacle Combat [Member] | |||||||||||||||||||||||||||||||
Stock issued for acquisition, shares | 8,000,000 | ||||||||||||||||||||||||||||||
Stock issued for acquisition, value | $ 51,200 | ||||||||||||||||||||||||||||||
Common Stock | Strike Hard Productions LLC [Member] | |||||||||||||||||||||||||||||||
Stock issued for acquisition, shares | 9,000,000 | ||||||||||||||||||||||||||||||
Stock issued for acquisition, value | $ 57,600 |