Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Jun. 11, 2021 | Sep. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity File Number | 000-11882 | ||
Entity Registrant Name | B2Digital, Inc. | ||
Entity Central Index Key | 0000725929 | ||
Entity Incorporation, State or Country Code | DE | ||
Is Entity a Well-known Seasoned Issuer | No | ||
Is Entity a Voluntary Filer | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Common Stock, Shares Outstanding | 1,220,140,550 | ||
Entity Public Float | $ 3,329,418 | ||
Entity shell company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 122,176 | $ 46,729 |
Inventory | 0 | 7,256 |
Deposits and prepaid expenses | 10,681 | 3,120 |
Total current assets | 132,857 | 57,105 |
Notes receivable | 35,400 | 0 |
Operating lease right-of-use asset | 1,575,792 | 0 |
Property and equipment, net of accumulated depreciation | 944,999 | 351,393 |
Intangible assets, net of accumulated amortization | 224,890 | 196,951 |
Goodwill | 0 | 172,254 |
Total Assets | 2,913,938 | 777,703 |
Current liabilities | ||
Accounts payable & accrued liabilities | 253,663 | 131,700 |
Deferred revenue | 119,504 | 13,992 |
Note payable- current maturity | 158,200 | 14,000 |
Note payable- in default | 14,000 | 0 |
Payable due for business acquisitions | 0 | 15,000 |
Convertible notes payable, net of discount | 1,074,733 | 598,150 |
Derivative liabilities | 1,137,623 | 58,790 |
Due to shareholder | 0 | 711 |
Lease liability, current | 264,165 | 0 |
Total current liabilities | 3,021,888 | 832,343 |
Lease liability, long-term | 1,319,457 | 0 |
Note payable- long-term | 105,929 | 156,727 |
Total Liabilities | 4,447,274 | 989,070 |
Stockholders' Deficit | ||
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 1,081,390,550 and 539,267,304 shares issued and outstanding at March 31, 2021 and 2020, respectively | 10,815 | 5,394 |
Additional paid in capital | 7,652,677 | 3,600,197 |
Accumulated deficit | (9,197,248) | (3,816,978) |
Total Stockholders' Equity | (1,533,336) | (211,367) |
Total Liabilities and Stockholders' Equity | 2,913,938 | 777,703 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock value | 20 | 20 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock value | $ 400 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Mar. 31, 2020 |
Preferred stock shares authorized | 50,000,000 | 50,000,000 |
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock shares issued | 1,081,390,550 | 539,267,304 |
Common stock shares outstanding | 1,081,390,550 | 539,267,304 |
Series A Preferred Stock [Member] | ||
Preferred stock shares issued | 240 | 240 |
Preferred stock shares outstanding | 240 | 240 |
Series B Preferred Stock [Member] | ||
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | ||
Total revenue | $ 951,302 | $ 596,735 |
Cost of sales | 307,579 | 350,976 |
Gross profit | 643,723 | 245,759 |
General and administrative corporate expenses | ||
General & administrative expenses | 3,256,155 | 1,463,417 |
Depreciation and amortization expense | 186,063 | 62,740 |
Total general and administrative corporate expenses | 3,442,218 | 1,526,157 |
Loss from operations | (2,798,495) | (1,280,398) |
Other income (expense): | ||
Gain on forgiveness of loan | 10,080 | 0 |
Gain on bargain purchase | 91,870 | 52,583 |
Grant income | 16,500 | |
Loss on extinguishment of debt | (18,281) | 0 |
Loss on forgiveness of notes receivable | 0 | (81,887) |
Loss on modification of debt | 0 | (50,756) |
Financing expense-issuance of warrants | (566,261) | 0 |
Gain on extinguishment of debt | 55,568 | 0 |
Loss on goodwill impairment | (172,254) | 0 |
Loss on disposition of subsidiary | 0 | (20,790) |
Loss on change in fair value of derivatives | (1,332,661) | 119,902 |
Derivative expense | (151,978) | 0 |
Interest expense | (514,358) | (76,001) |
Total other income (expense) | (2,581,775) | (56,949) |
Net loss | $ (5,380,270) | $ (1,337,347) |
Basic and diluted earnings per share on net loss | $ (0.008) | $ (0.003) |
Weighted average shares outstanding | 684,096,652 | 492,698,294 |
Live events [Member] | ||
Revenue | ||
Total revenue | $ 303,812 | $ 487,229 |
Gym [Member] | ||
Revenue | ||
Total revenue | $ 647,490 | $ 109,506 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock | Series B 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 | 62,500,000 | |||||
Sale of common stock, value | $ 625 | 399,375 | 400,000 | |||
Issuance of common stock for services, shares | 125,383,244 | |||||
Issuance of common stock for services, value | $ 1,254 | 686,746 | 688,000 | |||
Issuance of common stock as part of business combination, shares | 29,000,000 | |||||
Issuance of common stock as part of business combination, value | $ 290 | 185,110 | 185,400 | |||
Cancellation of outstanding shares in exchange cancellation of notes receivable - related party, shares | (29,454,800) | |||||
Cancellation of outstanding shares in exchange cancellation of notes receivable - related party, value | $ (294) | (157,479) | (157,773) | |||
Loss from modification of debt | 50,756 | 50,756 | ||||
Repurchase of outstanding shares (cancelled), shares | (25,781,250) | |||||
Repurchase of outstanding shares (cancelled), value | $ (257) | (188,884) | (189,141) | |||
Net loss | (1,337,347) | (1,337,347) | ||||
Ending balance, shares at Mar. 31, 2020 | 2,000,000 | 539,267,304 | ||||
Ending balance, value at Mar. 31, 2020 | $ 20 | $ 5,394 | 3,600,197 | (3,816,978) | (211,367) | |
Sale of common stock, shares | 359,500,002 | |||||
Sale of common stock, value | $ 3,595 | 1,651,405 | 1,655,000 | |||
Issuance of common stock for services, shares | 15,733,333 | |||||
Issuance of common stock for services, value | $ 157 | 89,176 | 89,333 | |||
Conversion of notes payable, shares | 166,889,911 | |||||
Conversion of notes payable, value | $ 1,669 | 1,426,038 | 1,427,707 | |||
Issuance of warrants as financing costs | 566,261 | 566,261 | ||||
Issuance of Series B Convertible Preferred Stock in exchange for services, shares | 40,000,000 | |||||
Issuance of Series B Convertible Preferred Stock in exchange for services, value | $ 400 | 319,600 | 320,000 | |||
Net loss | (5,380,270) | (5,380,270) | ||||
Ending balance, shares at Mar. 31, 2021 | 2,000,000 | 40,000,000 | 1,081,390,550 | |||
Ending balance, value at Mar. 31, 2021 | $ 20 | $ 400 | $ 10,815 | $ 7,652,677 | $ (9,197,248) | $ (1,533,336) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (5,380,270) | $ (1,337,347) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock issued for services | 409,333 | 688,000 |
Depreciation and amortization | 186,063 | 62,740 |
Loss on settlement of debt | 0 | 81,887 |
Loss on extinguishment of debt | 18,281 | 50,756 |
Loss on disposition of subsidiary | 0 | 20,790 |
Loss on goodwill impairment | 172,254 | 0 |
Gain on forgiveness of loan | (14,477) | 0 |
Gain on bargain purchase | (91,870) | (52,583) |
Financing expense | 566,261 | 0 |
Gain on extinguishment of debt | (55,568) | 0 |
Amortization of debt discount | 412,170 | 51,343 |
Derivative expense | 151,978 | 0 |
Loss on changes in fair value of derivative liabilities | 1,332,661 | (119,902) |
Right-of-use asset/liability | 7,830 | 0 |
Changes in operating assets & liabilities | ||
Prepaid expenses | (7,561) | 3,140 |
Inventory | 7,256 | 2,744 |
Accounts payable and accrued liabilities | 153,750 | (10,983) |
Related party advances | (2,396) | 0 |
Deferred revenue | 82,041 | (6,430) |
Net cash used by operating activities | (2,052,264) | (565,846) |
Cash Flows from Investing Activities | ||
Business acquisitions | (215,000) | (42,609) |
Payments to related parties | 0 | (173,533) |
Capital expenditures | (500,737) | (84,688) |
Net cash used by investing activities | (715,737) | (300,830) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable | 122,766 | 0 |
Proceeds from convertible notes payable | 1,200,000 | 725,499 |
Repayments related to payable due for business combinations | (15,000) | (30,000) |
Repayments of convertible notes payable | (107,500) | 0 |
Payment to note payable | (11,818) | (20,532) |
Purchase of cancelled stock | 0 | (189,141) |
Issuance of common stock | 1,655,000 | 400,000 |
Net cash provided by financing activities | 2,843,448 | 885,826 |
Increase in Cash | 75,447 | 19,150 |
Cash at beginning of period | 46,729 | 27,579 |
Cash (and equivalents) at end of period | 122,176 | 46,729 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 5,856 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Conversion of note payable to equity | 1,427,707 | 0 |
Cancellation of outstanding shares in exchange cancellation of notes receivable - related party | 0 | 157,773 |
Assets acquired in business combination through the issuance of stock | 0 | 185,400 |
Acquisition payable from sellers due to acquisitions | 0 | 45,000 |
Initial recognition of derivative liability as debt discount | 732,416 | 178,692 |
Assets acquired on acquisition | $ 0 | $ 428,747 |
1. Organization and Nature of B
1. Organization and Nature of Business | 12 Months Ended |
Mar. 31, 2021 | |
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 We have eleven 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 LLC, One More Gym Merrillville LLC, One More Gym Valparaiso LLC, One More Gym Tuscaloosa LLC, One More Gym Birmingham, Inc. and B2 Productions LLC. The consolidated financial statements, which include the accounts of the Company and its eight 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 eight 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 | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Accounting Policies | NOTE 2 - ACCOUNTING POLICIES The significant accounting policies of the Company are as follows: The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”). 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 March 31, 2021 and 2020, 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. During the year ended March 31, 2021, the Company recorded a loss on goodwill impairment in the amount of $172,254. Other income During the year ended March 31, 2021, the Company received $16,500 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. Live event 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. 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. Gym 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. The majority of revenues are received for gym membership dues. Members pay their dues on the monthly anniversary of when they join the gym. Dues are recognized as revenue over the period they are earned. Any unearned dues 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 March 31, 2021, 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. 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 years ended March 31, 2021 and 2020. 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 March 31, 2021 and 2020, the Company had outstanding balances of finished goods inventory of $0 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 nine months ended March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Basic and diluted Net loss $ (5,380,270 ) $ (1,337,347 ) Net loss per share Basic $ (0.008 ) $ (0.003 ) Diluted $ (0.008 ) $ (0.003 ) Weighted average number of shares outstanding: Basic & diluted 684,096,652 492,698,294 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 March 31, 2021, there were no options outstanding. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) During the years ended March 31, 2021 and 2020, the Company recorded $409,333 and $688,000 in stock-compensation expense, for stock issued for services, respectively. Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the statements of operations. As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. Recently Adopted Accounting Pronouncements 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 | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN |
4. Revenue
4. Revenue | 12 Months Ended |
Mar. 31, 2021 | |
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 years ended March 31, 2021 and 2020 are as follows: For the year ended March 31, March 31, 2021 2020 Live events $ 303,812 $ 487,229 Gym revenue 647,490 109,506 Net sales $ 951,302 $ 596,735 All revenue is derived in the United States. Information about the Company’s deferred revenue for the years ended March 31, 2021 and 2020 are as follows: As of March 31, March 31, 2021 2020 Balance at beginning of year $ 13,992 $ – Deferral of revenue 389,665 81,796 Recognition of unearned revenue (284,153 ) (67,804 ) Balance at end of year $ 119,504 $ 13,992 Deferral of revenue in the years ended March 31, 2021 and 2020 was $119,504 and $13,992, respectively. This deferred revenue represents deferred gym memberships fees and tickets pre-sold for live events, which pertain to performance obligations not realized as of March 31, 2021 and 2020. Revenue recognized in the years ended March 31, 2021 and 2020, which was included in the unearned revenue liability balance at the beginning of the year, was $284,153 and $67,804, respectively. This revenue represents gym membership fees and live event sales for performance obligations met in the years ended March 31, 2021 and 2020. |
5. Property and Equipment
5. Property and Equipment | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following at March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Gym equipment $ 420,880 $ 163,147 Cages 132,350 124,025 Event assets 92,117 61,319 Furniture and fixtures 16,766 – Production truck gear 11,740 – Production equipment 32,875 30,697 Venue lighting system 37,250 – Leasehold improvements 43,712 – Electronics hardware and software 124,624 11,845 Trucks trailers and vehicles 197,921 11,210 1,110,235 402,243 Less: accumulated depreciation (165,236 ) (50,850 ) $ 944,999 $ 351,393 Depreciation expense related to these assets for the years ended March 31, 2021 and 2020 amounted to $114,386 and $34,443, respectively. |
6. Intangible Assets
6. Intangible Assets | 12 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6 – INTANGIBLE ASSETS Intangible assets, net, consisted of the following at March 31, 2021 and 2020: As of As of March 31, March 31, Licenses $ 142,248 $ 142,248 Software/website development 12,585 – Customer relationships 170,031 83,000 324,864 225,248 Less: accumulated amortization (99,974 ) (28,297 ) $ 224,890 $ 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 years ended March 31, 2021 and 2020 amounted to $71,677 and $28,297, respectively. Fiscal year ended March 31, 2022 $ 89,322 Fiscal year ended March 31, 2023 82,405 Fiscal year ended March 31, 2024 46,095 Fiscal year ended March 31, 2025 7,068 Total $ 224,890 |
7. Business Acquisitions
7. Business Acquisitions | 12 Months Ended |
Mar. 31, 2021 | |
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 June 30, 2020, the $10,000 cash consideration has been paid in full. Consideration Cash $ 20,000 6,000,000 shares of common stock issued to the sellers valued using an observable market price 39,000 Total consideration $ 59,000 Fair value of net identifiable assets (liabilities) acquired Intangible assets - licenses for the right to hold fight events $ 59,000 The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. 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 June 30, 2020, the $10,000 cash consideration has been paid in full. Consideration Cash $ 20,000 8,000,000 shares of common stock issued to the sellers valued using an observable market price 62,400 Total consideration $ 82,400 Fair values of identifiable net assets: Property & equipment: Cages $ 54,000 Event asset (barriers) 3,420 Truck/trailer 1,710 Venture lighting system 14,250 Total identifiable net assets 73,380 Intangible assets: Licenses for the right to hold fight events 34,048 Fair value of liabilities assumed: Credit card liability 25,028 Fair value of net identifiable assets (liabilities) acquired $ 82,400 The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. 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 June 30, 2020, the $10,000 cash consideration has been paid in full. Consideration Cash $ 20,000 9,000,000 shares of common stock issued to the sellers valued using an observable market price 52,200 Total consideration $ 72,200 Fair values of identifiable net assets: Property & equipment: Cages $ 22,000 Event asset (tables) 1,000 Total property & equipment 23,000 Intangible assets: Licenses for the right to hold fight events 49,200 Total fair value of identifiable net assets $ 72,200 The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. 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 June 30, 2020, the Company owes $10,000 in cash consideration to BHC Management. Consideration Cash $ 30,000 6,000,000 shares of common stock issued to the sellers valued using an observable market price 31,800 Total consideration $ 61,800 Fair values of identifiable net assets: Property & equipment: Cash $ 2,392 Gym equipment 149,703 Inventory 10,000 Intangible assets: Customer relationships 83,000 Fair value of liabilities assumed: Liabilities 130,712 Fair value of net identifiable assets (liabilities) acquired $ 114,383 Gain on bargain purchase $ 52,583 The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The intangible assets – customer relationships are being amortized over their estimated life, currently expected to be three years. CFit Indiana Inc. On 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 in cash. Consideration Cash $ 115,000 Fair values of identifiable net assets: Property & equipment: Gym equipment $ 133,850 Intangible assets: Customer relationships 73,020 Total fair value of identifiable net assets $ 206,870 Gain on bargain purchase $ 91,870 The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The fair value of the net identifiable assets consisted of gym equipment of $133,850. The Company assigned a fair value of $73,020 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 $91,870. On December 1, 2020, the Company entered into an agreement for the acquisition of 100% of the equity interest in Hillcrest Fitness LLC. The purchase price is $100,000 in cash. The acquisition closed in January 2021. As part of the acquisition, the Company assumed an SBA loan in the amount of $35,400. However, the seller has agreed to repay the loan once it becomes due. The Company has recorded a loan payable in the amount of $35,400 with a corresponding loan receivable in the amount of $35,400. Consideration Cash $ 100,000 Fair values of identifiable net assets: Property & equipment: Gym equipment $ 85,989 Intangible assets: Customer relationships 14,011 Total fair value of identifiable net assets $ 100,000 |
8. Notes Payable
8. Notes Payable | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 - NOTES PAYABLE The following is a summary of notes payable as March 31, 2021 and 2020: As of As of March 31, March 31, 2021 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 B2Digital 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 12,882 21,970 SBA Loan (Hillcrest) 35,400 – SBA Loan (One More Gym, LLC) 63,047 74,757 Total notes payable 278,129 170,727 Less: long-term (105,929 ) (156,727 ) Total $ 172,200 $ 14,000 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 year ended March 31, 2021, the Company repaid $9,082 on its loan payable to Brian Cox 401K. During the year ended March 31, 2021, the Company repaid $5,047 on its SBA Loan (One More Gym, LLC). The Government paid another $6,916 as part of COVID relief. As of March 31, 2021, the Emry Capital note is in default. However, the note is not subject to any default provisions. |
9. Convertible Note Payable
9. Convertible Note Payable | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | NOTE 9 – CONVERTIBLE NOTE PAYABLE The following is a summary of convertible notes payable as of March 31, 2021: Note* Inception Date Maturity Coupon Face Value Unamortized Discount Carrying Value Note 5 1/27/2020 1/27/2021 8% $ 202,400 $ – $ 202,400 Note 6 2/19/2020 2/19/2021 8% 85,800 – 85,800 Note 7 3/10/2020 3/10/2021 8% 85,800 – 85,800 Note 8 8/4/2020 8/4/2021 8% 156,000 22,400 133,600 Note 9 10/2/2020 10/2/2021 8% 205,000 68,000 137,000 Note 10 10/15/2020 10/15/2021 8% 172,000 45,911 126,089 Note 11 11/2/2020 11/2/2021 8% 69,000 21,287 47,713 Note 12 11/12/2020 11/12/2021 8% 69,000 13,892 55,108 Note 14 12/10/2020 12/10/2021 8% 80,000 24,738 55,262 Note 15 12/29/2020 12/29/2021 8% 55,650 43,660 11,990 Note 16 1/14/2021 1/14/2022 8% 107,000 31,364 75,636 Note 17 1/27/2021 1/27/2021 8% 60,000 21,437 38,563 Note 18 2/3/2021 2/3/2022 8% 45,250 38,608 6,642 Note 19 2/12/2021 2/12/2022 8% 69,000 55,870 13,130 $ 1,461,900 $ 387,167 $ 1,074,733 * Notes 1, 2, 3 and 4 in the amounts of $82,000, $208,000, $27,000 and $62,000, respectively, were fully converted as of March 31, 2021. Between October 4, 2019 and February 12, 2021, the Company issued to accredited investors, Convertible Promissory Notes aggregating a principal amount of $1,949,400. The Company received an aggregate net proceeds of $1,850,500 after $91,900 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 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: Notes 1-19 Compound embedded derivative $ 910,762 Convertible notes payable 1,091,717 Day one derivative expense (151,978 ) Legal fees 7,000 Original issue discount 91,900 Face value $ 1,949,400 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 year ended March 31, 2021 is as follows: Note Interest Expense Accrued Interest Amortization of Debt Discount Unamortized Note 1 $ 2,216 $ – $ 11,869 $ – Note 2 8,821 – 53,298 – Note 3 4,430 – 13,021 – Note 4 4,294 – 11,688 – Note 5 18,468 21,401 31,334 – Note 6 7,249 7,950 17,095 – Note 7 6,770 7,129 20,636 – Note 8 8,172 8,172 26,063 22,400 Note 9 8,088 8,088 45,444 68,000 Note 10 6,296 6,296 25,081 45,911 Note 11 2,253 2,253 11,052 21,287 Note 12 2,102 2,102 8,175 13,892 Note 13 3,170 – 107,500 – Note 14 1,946 1,946 9,332 24,738 Note 15 1,464 1,464 6,424 43,660 Note 16 1,782 1,782 5,070 31,364 Note 17 828 828 3,263 21,437 Note 18 555 555 2,117 38,608 Note 19 711 711 3,708 55,870 $ 89,615 $ 70,677 $ 412,170 $ 387,167 As of March 31, 2021, Note 5, Note 6, and Note 7 are considered in default. Upon an event of default, the interest accrues at 18%. Additionally, upon non-payment at maturity, the principal increases by 10%. The principal on Note 5 increased by $18,400, Note 6 increased by $7,800 and Note 7 increased by $7,800. Debt conversions The following table illustrates the debt converted and the associated gain or loss: Note Conversion Date Shares issued in conversion Fair value of shares Face Value Accrued Interest Fees Total Debt Derivative liability Net (gain)/ loss WLES LP LLC May 8, 2020 12,000,000 $ 48,281 $ 30,000 $ – $ – $ 30,000 $ – $ 18,281 Note 1 July 30, 2020 4,292,918 12,449 7,000 341 – 7,341 – 5,108 Note 1 July 30, 2020 5,071,886 16,737 7,500 488 – 7,988 8,570 179 Note 1 August 20, 2020 8,468,394 155,818 12,500 871 500 13,871 138,147 3,800 Note 1 September 9, 2020 12,123,426 261,866 55,000 4,075 500 59,575 142,490 59,801 Note 2 October 1, 2020 33,934,756 210,395 108,000 7,196 250 115,446 80,674 14,275 Note 2 October 15, 2020 14,521,245 81,319 45,000 3,136 350 48,486 39,128 (6,295 ) Note 2 November 25, 2020 15,120,622 78,627 35,000 2,754 350 38,104 44,183 (3,660 ) Note 2 December 22, 2020 8,330,328 39,153 20,000 1,691 – 21,691 19,806 (2,344 ) Note 3 January 19, 2021 15,087,285 69,402 35,000 3,145 350 38,495 32,195 (1,288 ) Note 3 February 4, 2021 11,659,246 59,462 27,000 2,521 350 29,871 30,603 (1,012 ) Note 4 February 10, 2021 26,279,805 394,198 62,000 5,531 350 67,881 323,556 2,760 166,889,911 $ 1,427,707 $ 444,000 $ 31,749 $ 3,000 $ 478,749 $ 859,352 $ 89,605 During the year ended March 31, 2021, the Company repaid Note 13 in cash. The principal balance was $107,500 and the accrued interest was $3,170. The prepayment fee was $16,125. The Company repaid $126,795. As of the repayment date, the derivative liability related to Note 13 was $126,892. As a result, the Company recorded a gain on loss of extinguishment in the amount of $126,892. Between the loss on extinguishment of $71,324 related the conversion and the gain on loss of extinguishment related to the repayment, the net gain was $55,568. |
10. Derivative Financial Instru
10. Derivative Financial Instruments | 12 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021: March 31, 2021 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 347,942,680 $ (1,137,623 ) Total 347,942,680 $ (1,137,623 ) The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2020: March 31, 2020 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 77,027,083 $ (58,790 ) Total 77,027,083 $ (58,790 ) 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 years ended March 31, 2021 and 2020: March 31, March 31, 2021 2020 Compound embedded derivatives $ (1,332,661 ) $ 119,102 Day one derivative loss (151,978 ) – Total $ (1,484,639 ) $ 119,102 The Company’s Convertible Promissory Notes issued between October 4, 2019 and February 12, 2021 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: March 31, 2021 Quoted market price on valuation date $0.0058 Contractual conversion rate $0.0031 - $0.01 Contractual term to maturity 0.24 Years – 0.87 Years Market volatility: Equivalent Volatility 190.74% - 374.31% Interest rate 8.0% March 31, March 31, 2021 2020 Beginning balance $ 58,790 $ – Issuances: Compound embedded derivatives 732,416 178,692 Conversions (859,352 ) – Derivative extinguished / debt repaid in cash (126,892 ) – Loss (gain) on changes in fair value inputs and assumptions reflected in income 1,332,661 (119,902 ) Total $ 1,137,623 $ 58,790 |
11. Equity
11. Equity | 12 Months Ended |
Mar. 31, 2021 | |
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. On November 23, 2020, as part of an Employment Agreement, the Company’s Chief Executive Officer received 40,000,000 shares of Series B Convertible Preferred Stock. Each share of Series B Preferred is convertible into two shares of common stock. As such the fair value, $320,000, was based on the value of 80,000,000 common shares on the date of agreement, $0.004 per share. The shares are considered immediately vested as of November 23, 2020. Common Stock Common Stock Issuances for the year ended March 31, 2020 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. On December 3, 2019, the Company purchased 14,062,500 shares of stock back from GS Capital in exchange for the payment of $101,250 in cash. On December 22, 2019, B2MG returned 21,954,800 shares of the Company’s common stock, valued at $109,773 in exchange for the cancellation of $164,441 owed by B2MG to the Company. On January 6, 2020, the Company issued 6,000,000 shares of common stock valued at $31,800 or $0.0053 per share in exchange for the acquisition of One More Gym LLC. On January 28, 2020, the Company purchased 11,718,750 shares of stock back from GS Capital in exchange for the payment of $87,891 in cash. Common Stock Issuances for the year ended March 31, 2021 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. On October 2, 2020, GS Capital converted $108,000 in principal, $7,196 in accrued interest, and $750 in conversion fees of the October 31, 2019 $208,000 face value note into 33,934,758 shares of common stock. The 33,934,758 shares were valued at $239,298. After recording the removal of the $108,000 in principal, $7,196 in interest, $750 in conversion fees and $80,674 in derivative liabilities, the Company recorded $42,678 as loss on extinguishment of debt. On October 21, 2020, GS Capital converted $45,000 in principal, $3,136 in accrued interest, and $350 in conversion fees of the October 31, 2019 $208,000 face value note into 14,521,245 shares of common stock. The 14,521,245 shares were valued at $98,279. After recording the removal of the $45,000 in principal, $3,136 in interest, $350 in conversion fees and $39,128 in derivative liabilities, the Company recorded $10,665 as loss on extinguishment of debt. On November 25, 2020, GS Capital converted $35,000 in principal, $2,754 in accrued interest, and $350 in conversion fees of the October 31, 2019 $208,000 face value note into 15,120,623 shares of common stock. The 15,120,623 shares were valued at $84,823. After recording the removal of the $35,000 in principal, $2,754 in interest, $350 in conversion fees and $44,183 in derivative liabilities, the Company recorded $2,536 as loss on extinguishment of debt. On December 22, 2020, GS Capital converted $20,000 in principal, $1,692 in accrued interest, and $350 in conversion fees of the October 31, 2019 $208,000 face value note into 8,330,328 shares of common stock. The 8,330,328 shares were valued at $44,185. After recording the removal of the $20,000 in principal, $1,692 in interest, $350 in conversion fees and $19,806 in derivative liabilities, the Company recorded $2,337 as loss on extinguishment of debt. Between February 9, 2021 and March 23, 2021, the Company sold 297,500,000 shares of common stock for $1,190,000 or $0.004 per share. On January 19, 2021, GS Capital converted $35,000 in principal, $3,145 in accrued interest, and $350 in conversion fees of the December 5, 2019 $62,000 face value note into 15,087,285 shares of common stock. The 15,087,285 shares were valued at $69,402. After recording the removal of the $35,000 in principal, $3,145 in interest, $350 in conversion fees and $32,195 in derivative liabilities, the Company recorded $1,288 as gain on extinguishment of debt. On February 4, 2021, GS Capital converted $27,000 in principal, $2,521 in accrued interest, and $350 in conversion fees of the December 5, 2019 $62,000 face value note into 11,659,246 shares of common stock. The 11,659,246 shares were valued at $59,462. After recording the removal of the $27,000 in principal, $2,521 in interest, $350 in conversion fees and $30,603 in derivative liabilities, the Company recorded $1,012 as gain on extinguishment of debt. On February 10, 2021, GS Capital converted $62,000 in principal, $5,531 in accrued interest, and $350 in conversion fees of the October 31, 2019 $62,000 face value note into 26,279,805 shares of common stock. The 26,279,805 shares were valued at $394,197. After recording the removal of the $62,000 in principal, $5,531 in interest, $350 in conversion fees and $323,556 in derivative liabilities, the Company recorded $2,760 as loss on extinguishment of debt. Warrants On December 23, 2020, the Company entered into a Common Stock Purchase Agreement (the “ CSPA Triton In connection with the CSPA, the Company also issued to Triton warrants to purchase 125,000,000 of the Company’s Common Stock at $0.02 per share (the “ Warrants Warrant Shares As of March 31, 2021, the Company had 125,000,000 warrants outstanding. The following table represents warrant activity years ended March 31, 2021 and 2020: Number Weighted Weighted Aggregate Warrants Outstanding – April 1, 2019 – S – – $ – Issued – – – – Exercised – – – – Expired – – – – Warrants Outstanding – March 31, 2020 – $ – – $ – Issued 125,000,000 $ 0.02 5.0 years $ – Exercised – – – – Expired – – – – Outstanding Exercisable – March 31, 2021 125,000,000 $ 0.02 4.9 years $ – Outstanding Exercisable – March 31, 2021 125,000,000 $ 0.02 4.9 years $ – |
12. Leases
12. Leases | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | NOTE 12 –LEASES Kokomo lease On October 1, 2020, the Company, under its subsidiary ONE More Gym LLC, entered into a facilities lease (“Kokomo 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 monthly lease payments are $7,291.66 in year 1, $7,656.25 in year 2, $8,039.06 in year 3, and $8,441.02 in years 4 and 5. Valparaiso Lease The Company leases 11,676 square feet of office space located at 1805 E. Lincolnway, Valparaiso, Indiana 46383. The Company assumed the lease (“Valparaiso Lease”) when it acquired CFit Indiana Inc. on October 6, 2020. The monthly lease payments are $7,624.50 and the lease expires on December 31, 2023. Merrill Lease In connection with the acquisition of CFit Indiana Inc. on October 6, 2020, the Company acquired a facilities lease for 15,000 square feet at 6055N. Broadway Ave., Merrillville, Indiana. The monthly lease payments are $11,189.50 and the lease expires on February 28, 2026. Tuscaloosa Lease In connection with the acquisition of Hillcrest Fitness LLC Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of our leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. Since the common area maintenance expenses are expenses that do not depend on an index or rate, they are excluded from the measurement of the lease liability and recognized in other general and administrative expenses on the statements of operations. Right-of-use asset is summarized below: March 31, 2021 Kokomo Lease Valparaiso Lease Merrill Lease Tuscaloosa Lease Total Office lease $ 375,483 $ 374,360 $ 705,966 $ 222,087 $ 1,677,896 Less: accumulated amortization (29,967 ) (50,010 ) (9,424 ) (12,703 ) (102,104 ) Right-of-use asset, net $ 345,516 $ 324,350 $ 696,542 $ 209,384 $ 1,575,792 Operating lease liability is summarized below: March 31, 2021 Kokomo Lease Valparaiso Lease Merrill Lease Tuscaloosa Lease Total Office lease $ 349,609 $ 324,350 $ 700,279 $ 209,384 $ 1,583,622 Less: current portion (58,031 ) (107,810 ) (44,228 ) (54,096 ) (264,165 ) Long term portion $ 291,578 $ 216,540 $ 656,051 $ 155,288 $ 1,319,457 Maturity of the lease liability is as follows: March 31, 2021 Kokomo Lease Valparaiso Lease Merrill Lease Tuscaloosa Lease Total Fiscal year ending March 31, 2022 $ 89,687 $ 134,274 $ 112,200 $ 72,000 $ 408,161 Fiscal year ending March 31, 2023 94,172 134,274 201,450 72,000 501,896 Fiscal year ending March 31, 2024 98,880 100,706 201,450 72,000 473,036 Fiscal year ending March 31, 2025 101,292 – 201,450 30,000 332,742 Fiscal year ending March 31, 2026 50,646 – 184,663 – 235,309 Present value discount (85,070 ) (44,904 ) (200,933 ) (36,615 ) (367,523 ) Lease liability $ 349,607 $ 324,350 $ 700,280 $ 209,385 $ 1,583,622 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 | 12 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021, 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 23, 2020. 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. On November 23, 2020, as part of an Employment Agreement, the Company’s Chief Executive Officer received 40,000,000 shares of Series B Convertible Preferred Stock. Each share of Series B Preferred is convertible into two shares of common stock. As such the fair value, $320,000, was based on the value of 80,000,000 common shares on the date of agreement, $0.004 per share. The shares are considered immediately vested as of November 23, 2020 and expensed in full during the year ended March 31, 2021. 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. Income Taxes
14. Income Taxes | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 – INCOME TAXES The Company accounts for income taxes in accordance with the provisions of FASB ASC 740, Accounting for Uncertainty in Income Taxes Income tax expense for income tax is as follows: Year ended March 31, 2021 Year ended March 31, 2020 Federal Current – – Deferred – – Total Federal – – State Current – – Deferred – – Total State – – Total income tax expense – – A reconciliation of the statutory tax rates and the effective tax rates for the years ended March 31, 2021 and 2020 is as follows Year ended March 31,2021 Year ended March 31, 2020 Statutory rate -21.0% -21.0% Change in valuation allowance 17.2% 23.7% State income taxes, (net of federal tax benefit) -2.5% -3.5% Change in derivatives value 6.5% 0.0% Other Permanent differences -0.2% 0.8% Effective rate 0.0% 0.0% The tax effects of temporary difference that give rise to significant portions of the Company’s deferred tax assets and liabilities as of March 31: 2021 2020 Deferred tax assets: Net operating loss carryover 1,448,625 473,374 Capital loss carryover 20,080 – Intangible assets 25,094 – Total 1,493,799 473,374 Valuation allowance (1,288,125 ) (459,538 ) Net deferred assets 205,674 13,836 Deferred tax liabilities: Property and equipment (205,674 ) (10,683 ) Intangible assets – (3,153 ) Net deferred assets and liabilities – – A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowances for the years ended March 31, 2021, and 2020 have been applied to offset the deferred tax assets in recognition of the uncertainty that such tax benefits will be realized as the Company continues to incur losses. The differences between book income and tax income primarily relate to the temporary differences from depreciation and amortization. At March 31, 2021 the Company has available net operating loss carry forwards for federal and state income tax reporting purposes of $402,408 which expire at various dates between 2033 and 2038. Additionally at March 31, 2021 the Company has available net operation loss carry forwards for federal and state income tax reporting purposes of $5,505,083 which have an indefinite life. |
15. Subsequent Events
15. Subsequent Events | 12 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 - SUBSEQUENT EVENTS Promissory Notes On April 26, 2021, the Company entered into an Agreement with GS Capital pursuant to which the Company issued to GS Capital a Promissory Note in the aggregate principal amount of $153,000. The note has a maturity date of April 26, 2022, 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. On April 30, 2021, the Company entered into an Agreement with GS Capital pursuant to which the Company issued to GS Capital a Promissory Note in the aggregate principal amount of $104,000. The note has a maturity date of April 30, 2022, 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. On May 25, 2021, the Company entered into an Agreement with GS Capital pursuant to which the Company issued to GS Capital a Promissory Note in the aggregate principal amount of $104,000. The note has a maturity date of May 25, 2022, 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. On June 24, 2021, the Company entered into an Agreement with GS Capital pursuant to which the Company issued to GS Capital a Promissory Note in the aggregate principal amount of $185,652. The note has a maturity date of June 24, 2022, 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. Business Acquisition On April 1, 2021, the Company entered into an agreement for the acquisition of 100% of the equity interest in Club Fitness Inc. in Moody, Alabama. The purchase price is $125,000. Subscription Agreements On April 1, 2021, the Company entered into a Subscription Agreement with GS Capital Partners, LLC for the sale of 50,000,000 shares of common stock for $200,000, or $0.004 per share. As of the date of this filing, the shares have not been issued. On April 10, 2021, the Company entered into a Subscription Agreement with GS Capital Partners, LLC for the sale of 13,750,000 shares of common stock for $55,000, or $0.004 per share. As of the date of this filing, the shares have not been issued. On April 14, 2021, the Company entered into a Subscription Agreement with Eli Safdieh for the sale of 25,000,000 shares of common stock for $100,000, or $0.004 per share. As of the date of this filing, the shares have not been issued. On May 13, 2021, the Company entered into a Subscription Agreement with GS Capital Partners, LLC for the sale of 50,000,000 shares of common stock for $200,000, or $0.004 per share. As of the date of this filing, the shares have not been issued. |
2. Accounting Policies (Policie
2. Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”). |
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 March 31, 2021 and 2020, 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. During the year ended March 31, 2021, the Company recorded a loss on goodwill impairment in the amount of $172,254. |
Other Income | Other income During the year ended March 31, 2021, the Company received $16,500 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. Live event 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. 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. Gym 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. The majority of revenues are received for gym membership dues. Members pay their dues on the monthly anniversary of when they join the gym. Dues are recognized as revenue over the period they are earned. Any unearned dues 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 March 31, 2021, 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. |
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 years ended March 31, 2021 and 2020. |
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 March 31, 2021 and 2020, the Company had outstanding balances of finished goods inventory of $0 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 nine months ended March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Basic and diluted Net loss $ (5,380,270 ) $ (1,337,347 ) Net loss per share Basic $ (0.008 ) $ (0.003 ) Diluted $ (0.008 ) $ (0.003 ) Weighted average number of shares outstanding: Basic & diluted 684,096,652 492,698,294 |
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 March 31, 2021, there were no options outstanding. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) During the years ended March 31, 2021 and 2020, the Company recorded $409,333 and $688,000 in stock-compensation expense, for stock issued for services, respectively. |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the statements of operations. As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements 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) | 12 Months Ended |
Mar. 31, 2021 | |
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 nine months ended March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Basic and diluted Net loss $ (5,380,270 ) $ (1,337,347 ) Net loss per share Basic $ (0.008 ) $ (0.003 ) Diluted $ (0.008 ) $ (0.003 ) Weighted average number of shares outstanding: Basic & diluted 684,096,652 492,698,294 |
4. Revenue (Tables)
4. Revenue (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue | Information about the Company’s net sales by revenue type for the years ended March 31, 2021 and 2020 are as follows: For the year ended March 31, March 31, 2021 2020 Live events $ 303,812 $ 487,229 Gym revenue 647,490 109,506 Net sales $ 951,302 $ 596,735 |
Schedule of deferred revenue | Information about the Company’s deferred revenue for the years ended March 31, 2021 and 2020 are as follows: As of March 31, March 31, 2021 2020 Balance at beginning of year $ 13,992 $ – Deferral of revenue 389,665 81,796 Recognition of unearned revenue (284,153 ) (67,804 ) Balance at end of year $ 119,504 $ 13,992 |
5. Property and Equipment (Tabl
5. Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment, net, consisted of the following at March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Gym equipment $ 420,880 $ 163,147 Cages 132,350 124,025 Event assets 92,117 61,319 Furniture and fixtures 16,766 – Production truck gear 11,740 – Production equipment 32,875 30,697 Venue lighting system 37,250 – Leasehold improvements 43,712 – Electronics hardware and software 124,624 11,845 Trucks trailers and vehicles 197,921 11,210 1,110,235 402,243 Less: accumulated depreciation (165,236 ) (50,850 ) $ 944,999 $ 351,393 |
6. Intangible Assets (Tables)
6. Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets, net, consisted of the following at March 31, 2021 and 2020: As of As of March 31, March 31, Licenses $ 142,248 $ 142,248 Software/website development 12,585 – Customer relationships 170,031 83,000 324,864 225,248 Less: accumulated amortization (99,974 ) (28,297 ) $ 224,890 $ 196,951 |
Estimated amortization expense | Fiscal year ended March 31, 2022 $ 89,322 Fiscal year ended March 31, 2023 82,405 Fiscal year ended March 31, 2024 46,095 Fiscal year ended March 31, 2025 7,068 Total $ 224,890 |
7. Business Acquisitions (Table
7. Business Acquisitions (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
United Combat League [Member] | |
Business combination purchase allocation | Consideration Cash $ 20,000 6,000,000 shares of common stock issued to the sellers valued using an observable market price 39,000 Total consideration $ 59,000 Fair value of net identifiable assets (liabilities) acquired Intangible assets - licenses for the right to hold fight events $ 59,000 |
Pinnacle Combat [Member] | |
Business combination purchase allocation | Consideration Cash $ 20,000 8,000,000 shares of common stock issued to the sellers valued using an observable market price 62,400 Total consideration $ 82,400 Fair values of identifiable net assets: Property & equipment: Cages $ 54,000 Event asset (barriers) 3,420 Truck/trailer 1,710 Venture lighting system 14,250 Total identifiable net assets 73,380 Intangible assets: Licenses for the right to hold fight events 34,048 Fair value of liabilities assumed: Credit card liability 25,028 Fair value of net identifiable assets (liabilities) acquired $ 82,400 |
Strike Hard Productions LLC [Member] | |
Business combination purchase allocation | Consideration Cash $ 20,000 9,000,000 shares of common stock issued to the sellers valued using an observable market price 52,200 Total consideration $ 72,200 Fair values of identifiable net assets: Property & equipment: Cages $ 22,000 Event asset (tables) 1,000 Total property & equipment 23,000 Intangible assets: Licenses for the right to hold fight events 49,200 Total fair value of identifiable net assets $ 72,200 |
One More Gym LLC [Member] | |
Business combination purchase allocation | Consideration Cash $ 30,000 6,000,000 shares of common stock issued to the sellers valued using an observable market price 31,800 Total consideration $ 61,800 Fair values of identifiable net assets: Property & equipment: Cash $ 2,392 Gym equipment 149,703 Inventory 10,000 Intangible assets: Customer relationships 83,000 Fair value of liabilities assumed: Liabilities 130,712 Fair value of net identifiable assets (liabilities) acquired $ 114,383 Gain on bargain purchase $ 52,583 |
CFit Indiana, Inc. [Member] | |
Business combination purchase allocation | Consideration Cash $ 115,000 Fair values of identifiable net assets: Property & equipment: Gym equipment $ 133,850 Intangible assets: Customer relationships 73,020 Total fair value of identifiable net assets $ 206,870 Gain on bargain purchase $ 91,870 |
Hillcrest Fitness [Member] | |
Business combination purchase allocation | Consideration Cash $ 100,000 Fair values of identifiable net assets: Property & equipment: Gym equipment $ 85,989 Intangible assets: Customer relationships 14,011 Total fair value of identifiable net assets $ 100,000 |
8. Notes Payable (Tables)
8. Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | The following is a summary of notes payable as March 31, 2021 and 2020: As of As of March 31, March 31, 2021 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 B2Digital 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 12,882 21,970 SBA Loan (Hillcrest) 35,400 – SBA Loan (One More Gym, LLC) 63,047 74,757 Total notes payable 278,129 170,727 Less: long-term (105,929 ) (156,727 ) Total $ 172,200 $ 14,000 |
9. Convertible Note Payable (Ta
9. Convertible Note Payable (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible note payable | The following is a summary of convertible notes payable as of March 31, 2021: Note* Inception Date Maturity Coupon Face Value Unamortized Discount Carrying Value Note 5 1/27/2020 1/27/2021 8% $ 202,400 $ – $ 202,400 Note 6 2/19/2020 2/19/2021 8% 85,800 – 85,800 Note 7 3/10/2020 3/10/2021 8% 85,800 – 85,800 Note 8 8/4/2020 8/4/2021 8% 156,000 22,400 133,600 Note 9 10/2/2020 10/2/2021 8% 205,000 68,000 137,000 Note 10 10/15/2020 10/15/2021 8% 172,000 45,911 126,089 Note 11 11/2/2020 11/2/2021 8% 69,000 21,287 47,713 Note 12 11/12/2020 11/12/2021 8% 69,000 13,892 55,108 Note 14 12/10/2020 12/10/2021 8% 80,000 24,738 55,262 Note 15 12/29/2020 12/29/2021 8% 55,650 43,660 11,990 Note 16 1/14/2021 1/14/2022 8% 107,000 31,364 75,636 Note 17 1/27/2021 1/27/2021 8% 60,000 21,437 38,563 Note 18 2/3/2021 2/3/2022 8% 45,250 38,608 6,642 Note 19 2/12/2021 2/12/2022 8% 69,000 55,870 13,130 $ 1,461,900 $ 387,167 $ 1,074,733 |
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: Notes 1-19 Compound embedded derivative $ 910,762 Convertible notes payable 1,091,717 Day one derivative expense (151,978 ) Legal fees 7,000 Original issue discount 91,900 Face value $ 1,949,400 |
Amortization expense, interest expense and accrued interest | Amortization expense and interest expense for the year ended March 31, 2021 is as follows: Note Interest Expense Accrued Interest Amortization of Debt Discount Unamortized Note 1 $ 2,216 $ – $ 11,869 $ – Note 2 8,821 – 53,298 – Note 3 4,430 – 13,021 – Note 4 4,294 – 11,688 – Note 5 18,468 21,401 31,334 – Note 6 7,249 7,950 17,095 – Note 7 6,770 7,129 20,636 – Note 8 8,172 8,172 26,063 22,400 Note 9 8,088 8,088 45,444 68,000 Note 10 6,296 6,296 25,081 45,911 Note 11 2,253 2,253 11,052 21,287 Note 12 2,102 2,102 8,175 13,892 Note 13 3,170 – 107,500 – Note 14 1,946 1,946 9,332 24,738 Note 15 1,464 1,464 6,424 43,660 Note 16 1,782 1,782 5,070 31,364 Note 17 828 828 3,263 21,437 Note 18 555 555 2,117 38,608 Note 19 711 711 3,708 55,870 $ 89,615 $ 70,677 $ 412,170 $ 387,167 |
Schedule of Debt Conversions | The following table illustrates the debt converted and the associated gain or loss: Note Conversion Date Shares issued in conversion Fair value of shares Face Value Accrued Interest Fees Total Debt Derivative liability Net (gain)/ loss WLES LP LLC May 8, 2020 12,000,000 $ 48,281 $ 30,000 $ – $ – $ 30,000 $ – $ 18,281 Note 1 July 30, 2020 4,292,918 12,449 7,000 341 – 7,341 – 5,108 Note 1 July 30, 2020 5,071,886 16,737 7,500 488 – 7,988 8,570 179 Note 1 August 20, 2020 8,468,394 155,818 12,500 871 500 13,871 138,147 3,800 Note 1 September 9, 2020 12,123,426 261,866 55,000 4,075 500 59,575 142,490 59,801 Note 2 October 1, 2020 33,934,756 210,395 108,000 7,196 250 115,446 80,674 14,275 Note 2 October 15, 2020 14,521,245 81,319 45,000 3,136 350 48,486 39,128 (6,295 ) Note 2 November 25, 2020 15,120,622 78,627 35,000 2,754 350 38,104 44,183 (3,660 ) Note 2 December 22, 2020 8,330,328 39,153 20,000 1,691 – 21,691 19,806 (2,344 ) Note 3 January 19, 2021 15,087,285 69,402 35,000 3,145 350 38,495 32,195 (1,288 ) Note 3 February 4, 2021 11,659,246 59,462 27,000 2,521 350 29,871 30,603 (1,012 ) Note 4 February 10, 2021 26,279,805 394,198 62,000 5,531 350 67,881 323,556 2,760 166,889,911 $ 1,427,707 $ 444,000 $ 31,749 $ 3,000 $ 478,749 $ 859,352 $ 89,605 |
10. Derivative Financial Inst_2
10. Derivative Financial Instruments (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021: March 31, 2021 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 347,942,680 $ (1,137,623 ) Total 347,942,680 $ (1,137,623 ) The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2020: March 31, 2020 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 77,027,083 $ (58,790 ) Total 77,027,083 $ (58,790 ) 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 years ended March 31, 2021 and 2020: March 31, March 31, 2021 2020 Compound embedded derivatives $ (1,332,661 ) $ 119,102 Day one derivative loss (151,978 ) – Total $ (1,484,639 ) $ 119,102 |
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: March 31, 2021 Quoted market price on valuation date $0.0058 Contractual conversion rate $0.0031 - $0.01 Contractual term to maturity 0.24 Years – 0.87 Years Market volatility: Equivalent Volatility 190.74% - 374.31% 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 March 31, 2021 and 2020. March 31, March 31, 2021 2020 Beginning balance $ 58,790 $ – Issuances: Compound embedded derivatives 732,416 178,692 Conversions (859,352 ) – Derivative extinguished / debt repaid in cash (126,892 ) – Loss (gain) on changes in fair value inputs and assumptions reflected in income 1,332,661 (119,902 ) Total $ 1,137,623 $ 58,790 |
11. Equity (Tables)
11. Equity (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of warrant activity | The following table represents warrant activity years ended March 31, 2021 and 2020: Number Weighted Weighted Aggregate Warrants Outstanding – April 1, 2019 – S – – $ – Issued – – – – Exercised – – – – Expired – – – – Warrants Outstanding – March 31, 2020 – $ – – $ – Issued 125,000,000 $ 0.02 5.0 years $ – Exercised – – – – Expired – – – – Outstanding Exercisable – March 31, 2021 125,000,000 $ 0.02 4.9 years $ – Outstanding Exercisable – March 31, 2021 125,000,000 $ 0.02 4.9 years $ – |
12. Leases (Tables)
12. Leases (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Summary of right-of-use asset | Right-of-use asset is summarized below: March 31, 2021 Kokomo Lease Valparaiso Lease Merrill Lease Tuscaloosa Lease Total Office lease $ 375,483 $ 374,360 $ 705,966 $ 222,087 $ 1,677,896 Less: accumulated amortization (29,967 ) (50,010 ) (9,424 ) (12,703 ) (102,104 ) Right-of-use asset, net $ 345,516 $ 324,350 $ 696,542 $ 209,384 $ 1,575,792 |
Summary of operating lease liability | Operating lease liability is summarized below: March 31, 2021 Kokomo Lease Valparaiso Lease Merrill Lease Tuscaloosa Lease Total Office lease $ 349,609 $ 324,350 $ 700,279 $ 209,384 $ 1,583,622 Less: current portion (58,031 ) (107,810 ) (44,228 ) (54,096 ) (264,165 ) Long term portion $ 291,578 $ 216,540 $ 656,051 $ 155,288 $ 1,319,457 |
Summary of maturity of lease liability | Maturity of the lease liability is as follows: March 31, 2021 Kokomo Lease Valparaiso Lease Merrill Lease Tuscaloosa Lease Total Fiscal year ending March 31, 2022 $ 89,687 $ 134,274 $ 112,200 $ 72,000 $ 408,161 Fiscal year ending March 31, 2023 94,172 134,274 201,450 72,000 501,896 Fiscal year ending March 31, 2024 98,880 100,706 201,450 72,000 473,036 Fiscal year ending March 31, 2025 101,292 – 201,450 30,000 332,742 Fiscal year ending March 31, 2026 50,646 – 184,663 – 235,309 Present value discount (85,070 ) (44,904 ) (200,933 ) (36,615 ) (367,523 ) Lease liability $ 349,607 $ 324,350 $ 700,280 $ 209,385 $ 1,583,622 |
14. Income Taxes (Tables)
14. Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income tax expense | Income tax expense for income tax is as follows: Year ended March 31, 2021 Year ended March 31, 2020 Federal Current – – Deferred – – Total Federal – – State Current – – Deferred – – Total State – – Total income tax expense – – |
Schedule of reconciliation of the statutory tax rates | A reconciliation of the statutory tax rates and the effective tax rates for the years ended March 31, 2021 and 2020 is as follows Year ended March 31,2021 Year ended March 31, 2020 Statutory rate -21.0% -21.0% Change in valuation allowance 17.2% 23.7% State income taxes, (net of federal tax benefit) -2.5% -3.5% Change in derivatives value 6.5% 0.0% Other Permanent differences -0.2% 0.8% Effective rate 0.0% 0.0% |
Schedule of deferred tax assets and liabilities | The tax effects of temporary difference that give rise to significant portions of the Company’s deferred tax assets and liabilities as of March 31: 2021 2020 Deferred tax assets: Net operating loss carryover 1,448,625 473,374 Capital loss carryover 20,080 – Intangible assets 25,094 – Total 1,493,799 473,374 Valuation allowance (1,288,125 ) (459,538 ) Net deferred assets 205,674 13,836 Deferred tax liabilities: Property and equipment (205,674 ) (10,683 ) Intangible assets – (3,153 ) Net deferred assets and liabilities – – |
2. Accounting Policies (Details
2. Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Net loss | $ (5,380,270) | $ (1,337,347) |
Net loss per share | ||
Basic | $ (0.008) | $ (0.003) |
Diluted | $ (0.008) | $ (0.003) |
Weighted average number of shares outstanding: | ||
Basic & diluted | 684,096,652 | 492,698,294 |
2. Accounting Policies (Detai_2
2. Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash in excess of FDIC limit | $ 0 | $ 0 |
Property useful life | 3 to 7 years | |
Impairment of goodwill | $ 172,254 | |
Grant income | 16,500 | |
Finished Goods Inventory | $ 0 | 7,256 |
Anti-dilutive securities | 347,942,680 | |
Stock-compensation expense | $ 409,333 | $ 688,000 |
Stock Option [Member] | ||
Options outstanding | 0 |
3. Going Concern (Details Narra
3. Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (5,380,270) | $ (1,337,347) | |
Net cash used in operating activities | (2,052,264) | (565,846) | |
Working Capital | (2,889,031) | ||
Accumulated deficit | (9,197,248) | (3,816,978) | |
Stockholders' deficit | $ (1,533,336) | $ (211,367) | $ 148,738 |
4. Revenue (Details - Net sales
4. Revenue (Details - Net sales by revenue type) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net sales | $ 951,302 | $ 596,735 |
Live events [Member] | ||
Net sales | 303,812 | 487,229 |
Gym [Member] | ||
Net sales | $ 647,490 | $ 109,506 |
4. Revenue (Details - Deferred
4. Revenue (Details - Deferred revenue) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Balance at beginning of year | $ 13,992 | $ 0 |
Deferral of revenue | 389,665 | 81,796 |
Recognition of unearned revenue | (284,153) | (67,804) |
Balance at end of year | $ 119,504 | $ 13,992 |
4. Revenue (Details Narrative)
4. Revenue (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Deferred revenue | $ 119,504 | $ 13,992 | $ 0 |
Recognition of unearned revenue | $ (284,153) | $ (67,804) |
5. Property and Equipment (Deta
5. Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Property and equipment | $ 1,110,235 | $ 402,243 |
Less: accumulated depreciation | (165,236) | (50,850) |
Total fixed assets | 944,999 | 351,393 |
Gym equipment [Member] | ||
Property and equipment | 420,880 | 163,147 |
Cages [Member] | ||
Property and equipment | 132,350 | 124,025 |
Event Assets [Member] | ||
Property and equipment | 92,117 | 61,319 |
Furniture and Fixtures [Member] | ||
Property and equipment | 16,766 | 0 |
Production truck gear [Member] | ||
Property and equipment | 11,740 | 0 |
Production Equipment [Member] | ||
Property and equipment | 32,875 | 30,697 |
Venue lighting system [Member] | ||
Property and equipment | 37,250 | 0 |
Leasehold improvements [Member] | ||
Property and equipment | 43,712 | 0 |
Electronics Hardware and Software [Member] | ||
Property and equipment | 124,624 | 11,845 |
Trucks, trailers and vehicles [Member] | ||
Property and equipment | $ 197,921 | $ 11,210 |
5. Property and Equipment (De_2
5. Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 114,386 | $ 34,443 |
6. Intangible Assets (Details -
6. Intangible Assets (Details - Intangible assets, net) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Intangible assets gross | $ 324,864 | $ 225,248 |
Less: accumulated amortization | (99,974) | (28,297) |
Intangible assets net | 224,890 | 196,951 |
License [Member] | ||
Intangible assets gross | 142,248 | 142,248 |
Software/website development [Member] | ||
Intangible assets gross | 12,585 | 0 |
Customer Relationships [Member] | ||
Intangible assets gross | $ 170,031 | $ 83,000 |
6. Intangible Assets (Details_2
6. Intangible Assets (Details - Estimated amortization expense) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Fiscal year ended March 31, 2022 | $ 89,322 | |
Fiscal year ended March 31, 2023 | 82,405 | |
Fiscal year ended March 31, 2024 | 46,095 | |
Fiscal year ended March 31, 2025 | 7,068 | |
Total | $ 224,890 | $ 196,951 |
6. Intangible Assets (Details N
6. Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Amortization expense | $ 71,677 | $ 28,297 |
License [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 - allocation of purchase) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |
May 01, 2019 | Jun. 29, 2019 | Sep. 01, 2019 | Oct. 06, 2020 | Dec. 01, 2020 | Jan. 06, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Gain on bargain purchase | $ 91,870 | $ 52,583 | ||||||
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 acquired from acquisition | $ 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 acquired from acquisition | 34,048 | |||||||
Fair value of liabilities assumed | 25,028 | |||||||
Fair value of net identifiable assets (liabilities) acquired | $ 82,400 | |||||||
Percent acquired | 100.00% | |||||||
Pinnacle Combat LLC [Member] | Cages [Member] | ||||||||
Fair value of acquired assets | $ 54,000 | |||||||
Pinnacle Combat LLC [Member] | Event Assets [Member] | ||||||||
Fair value of acquired assets | 3,420 | |||||||
Pinnacle Combat LLC [Member] | Truck/Trailer [Member] | ||||||||
Fair value of acquired assets | 1,710 | |||||||
Pinnacle Combat LLC [Member] | Venture Lighting System [Member] | ||||||||
Fair value of acquired assets | $ 14,250 | |||||||
Strike Hard Productions LLC [Member] | ||||||||
Cash paid for acquisition | $ 20,000 | |||||||
Common stock issued to sellers, value | 52,200 | |||||||
Total consideration | $ 72,200 | |||||||
Stock issued for acquisition, shares | 9,000,000 | |||||||
Fair value of acquired assets | $ 23,000 | |||||||
Intangible assets acquired from acquisition | 49,200 | |||||||
Fair value of net identifiable assets (liabilities) acquired | $ 72,200 | |||||||
Percent acquired | 100.00% | |||||||
Strike Hard Productions LLC [Member] | Cages [Member] | ||||||||
Fair value of acquired assets | $ 22,000 | |||||||
Strike Hard Productions LLC [Member] | Event Assets [Member] | ||||||||
Fair value of acquired assets | $ 1,000 | |||||||
One More Gym LLC [Member] | ||||||||
Cash paid for acquisition | $ 30,000 | |||||||
Common stock issued to sellers, value | 31,800 | |||||||
Total consideration | 61,800 | |||||||
Cash acquired from acquisition | 2,392 | |||||||
Property and equipment acquired from acquisition | 149,703 | |||||||
Inventory acquired from acquisition | $ 10,000 | |||||||
Stock issued for acquisition, shares | 6,000,000 | |||||||
Intangible assets acquired from acquisition | $ 83,000 | |||||||
Fair value of liabilities assumed | 130,712 | |||||||
Fair value of net identifiable assets (liabilities) acquired | 114,383 | |||||||
Gain on bargain purchase | $ 52,583 | |||||||
Percent acquired | 100.00% | |||||||
CFit Indiana, Inc. [Member] | ||||||||
Cash paid for acquisition | $ 115,000 | |||||||
Total consideration | 115,000 | |||||||
Property and equipment acquired from acquisition | 133,850 | |||||||
Fair value of acquired assets | 133,850 | |||||||
Intangible assets acquired from acquisition | 73,020 | |||||||
Gain on bargain purchase | $ 91,870 | |||||||
Percent acquired | 100.00% | |||||||
Hillcrest Fitness [Member] | ||||||||
Cash paid for acquisition | $ 100,000 | |||||||
Property and equipment acquired from acquisition | 85,989 | |||||||
Fair value of acquired assets | 100,000 | |||||||
Intangible assets acquired from acquisition | $ 14,011 | |||||||
Percent acquired | 100.00% |
8. Notes Payable (Details)
8. Notes Payable (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total notes payable | $ 278,129 | $ 170,727 |
Less: long-term | (105,929) | (156,727) |
Short-term | 172,200 | 14,000 |
Note payable- current maturity | 158,200 | 14,000 |
Note payable- in default | 14,000 | 0 |
Note payable- long-term | 105,929 | 156,727 |
Loss on modification of debt | 0 | (81,887) |
WLES LP LLC [Member] | ||
Total notes payable | $ 30,000 | 60,000 |
Debt stated interest rate | 5.00% | |
Debt maturity date | Jan. 15, 2022 | |
Note payable- long-term | $ 30,000 | 60,000 |
Loss on modification of debt | 18,281 | |
Brian Cox [Member] | ||
Total notes payable | 12,882 | 21,970 |
SBA Loan (Hillcrest) [Member] | ||
Total notes payable | 35,400 | 0 |
Small Business Loan [Member] | ||
Total notes payable | 63,047 | 74,757 |
Emry Capital [Member] | ||
Total notes payable | $ 0 | 14,000 |
Debt stated interest rate | 4.00% | |
Debt maturity date | Apr. 30, 2020 | |
Note payable- current maturity | $ 0 | 14,000 |
PPP SBA Loan [Member] | ||
Total notes payable | 15,600 | 0 |
Note payable- current maturity | 15,600 | 0 |
EIDL Loan [Member] | ||
Total notes payable | 10,000 | 0 |
Note payable- current maturity | 10,000 | 0 |
B2 Digital [Member] | ||
Total notes payable | 97,200 | 0 |
Note payable- current maturity | 97,200 | 0 |
Emry Capital 1 [Member] | ||
Total notes payable | $ 14,000 | 0 |
Debt stated interest rate | 4.00% | |
Debt maturity date | Apr. 30, 2020 | |
Note payable- in default | $ 14,000 | $ 0 |
9. Convertible Note Payable (De
9. Convertible Note Payable (Details - Convertible note payable) | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Face Value | $ 1,461,900 |
Unamortized Discount | 387,167 |
Carrying Value | $ 1,074,733 |
Convertible Note 5 [Member] | |
Inception Date | Jan. 27, 2020 |
Maturity | Jan. 27, 2021 |
Coupon | 8.00% |
Face Value | $ 202,400 |
Unamortized Discount | 0 |
Carrying Value | $ 202,400 |
Convertible Note 6 [Member] | |
Inception Date | Feb. 19, 2020 |
Maturity | Feb. 19, 2021 |
Coupon | 8.00% |
Face Value | $ 85,800 |
Unamortized Discount | 0 |
Carrying Value | $ 85,800 |
Convertible Note 7 [Member] | |
Inception Date | Mar. 10, 2020 |
Maturity | Mar. 10, 2021 |
Coupon | 8.00% |
Face Value | $ 85,800 |
Unamortized Discount | 0 |
Carrying Value | $ 85,800 |
Convertible Note 8 [Member] | |
Inception Date | Aug. 4, 2020 |
Maturity | Aug. 4, 2021 |
Coupon | 8.00% |
Face Value | $ 156,000 |
Unamortized Discount | 22,400 |
Carrying Value | $ 133,600 |
Convertible Note 9 [Member] | |
Inception Date | Oct. 2, 2020 |
Maturity | Oct. 2, 2021 |
Coupon | 8.00% |
Face Value | $ 205,000 |
Unamortized Discount | 68,000 |
Carrying Value | $ 137,000 |
Convertible Note 10 [Member] | |
Inception Date | Oct. 15, 2020 |
Maturity | Oct. 15, 2021 |
Coupon | 8.00% |
Face Value | $ 172,000 |
Unamortized Discount | 45,911 |
Carrying Value | $ 126,089 |
Convertible Note 11 [Member] | |
Inception Date | Nov. 2, 2020 |
Maturity | Nov. 2, 2021 |
Coupon | 8.00% |
Face Value | $ 69,000 |
Unamortized Discount | 21,287 |
Carrying Value | $ 47,713 |
Convertible Note 12 [Member] | |
Inception Date | Nov. 12, 2020 |
Maturity | Nov. 12, 2021 |
Coupon | 8.00% |
Face Value | $ 69,000 |
Unamortized Discount | 13,892 |
Carrying Value | $ 55,108 |
Convertible Note 14 [Member] | |
Inception Date | Dec. 10, 2020 |
Maturity | Dec. 10, 2021 |
Coupon | 8.00% |
Face Value | $ 80,000 |
Unamortized Discount | 24,738 |
Carrying Value | $ 55,262 |
Convertible Note 15 [Member] | |
Inception Date | Dec. 29, 2020 |
Maturity | Dec. 29, 2021 |
Coupon | 8.00% |
Face Value | $ 55,650 |
Unamortized Discount | 43,660 |
Carrying Value | $ 11,990 |
Convertible Note 16 [Member] | |
Inception Date | Jan. 14, 2021 |
Maturity | Jan. 14, 2022 |
Coupon | 8.00% |
Face Value | $ 107,000 |
Unamortized Discount | 31,364 |
Carrying Value | $ 75,636 |
Convertible Note 17 [Member] | |
Inception Date | Jan. 27, 2021 |
Maturity | Jan. 27, 2021 |
Coupon | 8.00% |
Face Value | $ 60,000 |
Unamortized Discount | 21,437 |
Carrying Value | $ 38,563 |
Convertible Note 18 [Member] | |
Inception Date | Feb. 3, 2021 |
Maturity | Feb. 3, 2022 |
Coupon | 8.00% |
Face Value | $ 45,250 |
Unamortized Discount | 38,608 |
Carrying Value | $ 6,642 |
Convertible Note 19 [Member] | |
Inception Date | Feb. 12, 2021 |
Maturity | Feb. 12, 2022 |
Coupon | 8.00% |
Face Value | $ 69,000 |
Unamortized Discount | 55,870 |
Carrying Value | $ 13,130 |
9. Convertible Note Payable (_2
9. Convertible Note Payable (Details - Allocation of cash proceeds) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Day one derivative loss | $ (151,978) | $ 0 |
Convertible Note 1-19 [Member] | ||
Compound embedded deriviative | 910,762 | |
Convertible notes payable | 1,091,717 | |
Day one derivative loss | (151,978) | |
Legal fees | 7,000 | |
Original issue discount | 91,900 | |
Face Value | $ 1,949,400 |
9. Convertible Note Payable (_3
9. Convertible Note Payable (Details - Amortization expense, interest expense and accrued interest) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Interest Expense | $ 89,615 | |
Accrued Interest Balance | 70,677 | |
Amortization of Debt Discount | 412,170 | $ 51,343 |
Unamortized Discount | 387,167 | |
Convertible Note 1 [Member] | ||
Interest Expense | 2,216 | |
Accrued Interest Balance | 0 | |
Amortization of Debt Discount | 11,869 | |
Unamortized Discount | 0 | |
Convertible Note 2 [Member] | ||
Interest Expense | 8,821 | |
Accrued Interest Balance | 0 | |
Amortization of Debt Discount | 53,298 | |
Unamortized Discount | 0 | |
Convertible Note 3 [Member] | ||
Interest Expense | 4,430 | |
Accrued Interest Balance | 0 | |
Amortization of Debt Discount | 13,021 | |
Unamortized Discount | 0 | |
Convertible Note 4 [Member] | ||
Interest Expense | 4,294 | |
Accrued Interest Balance | 0 | |
Amortization of Debt Discount | 11,688 | |
Unamortized Discount | 0 | |
Convertible Note 5 [Member] | ||
Interest Expense | 18,468 | |
Accrued Interest Balance | 21,401 | |
Amortization of Debt Discount | 31,334 | |
Unamortized Discount | 0 | |
Convertible Note 6 [Member] | ||
Interest Expense | 7,249 | |
Accrued Interest Balance | 7,950 | |
Amortization of Debt Discount | 17,095 | |
Unamortized Discount | 0 | |
Convertible Note 7 [Member] | ||
Interest Expense | 6,770 | |
Accrued Interest Balance | 7,129 | |
Amortization of Debt Discount | 20,636 | |
Unamortized Discount | 0 | |
Convertible Note 8 [Member] | ||
Interest Expense | 8,172 | |
Accrued Interest Balance | 8,172 | |
Amortization of Debt Discount | 26,063 | |
Unamortized Discount | 22,400 | |
Convertible Note 9 [Member] | ||
Interest Expense | 8,088 | |
Accrued Interest Balance | 8,088 | |
Amortization of Debt Discount | 45,444 | |
Unamortized Discount | 68,000 | |
Convertible Note 10 [Member] | ||
Interest Expense | 6,296 | |
Accrued Interest Balance | 6,296 | |
Amortization of Debt Discount | 25,081 | |
Unamortized Discount | 45,911 | |
Convertible Note 11 [Member] | ||
Interest Expense | 2,253 | |
Accrued Interest Balance | 2,253 | |
Amortization of Debt Discount | 11,052 | |
Unamortized Discount | 21,287 | |
Convertible Note 12 [Member] | ||
Interest Expense | 2,102 | |
Accrued Interest Balance | 2,102 | |
Amortization of Debt Discount | 8,175 | |
Unamortized Discount | 13,892 | |
Convertible Note 13 [Member] | ||
Interest Expense | 3,170 | |
Accrued Interest Balance | 0 | |
Amortization of Debt Discount | 107,500 | |
Unamortized Discount | 0 | |
Convertible Note 14 [Member] | ||
Interest Expense | 1,946 | |
Accrued Interest Balance | 1,946 | |
Amortization of Debt Discount | 9,332 | |
Unamortized Discount | 24,738 | |
Convertible Note 15 [Member] | ||
Interest Expense | 1,464 | |
Accrued Interest Balance | 1,464 | |
Amortization of Debt Discount | 6,424 | |
Unamortized Discount | 43,660 | |
Convertible Note 16 [Member] | ||
Interest Expense | 1,782 | |
Accrued Interest Balance | 1,782 | |
Amortization of Debt Discount | 5,070 | |
Unamortized Discount | 31,364 | |
Convertible Note 17 [Member] | ||
Interest Expense | 828 | |
Accrued Interest Balance | 828 | |
Amortization of Debt Discount | 3,263 | |
Unamortized Discount | 21,437 | |
Convertible Note 18 [Member] | ||
Interest Expense | 555 | |
Accrued Interest Balance | 555 | |
Amortization of Debt Discount | 2,117 | |
Unamortized Discount | 38,608 | |
Convertible Note 19 [Member] | ||
Interest Expense | 711 | |
Accrued Interest Balance | 711 | |
Amortization of Debt Discount | 3,708 | |
Unamortized Discount | $ 55,870 |
9. Convertible Note Payable (_4
9. Convertible Note Payable (Details - Debt Conversion) - USD ($) | 1 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||
May 08, 2020 | Jul. 30, 2020 | Sep. 09, 2020 | Aug. 20, 2020 | Oct. 15, 2020 | Oct. 01, 2020 | Nov. 25, 2020 | Dec. 22, 2020 | Feb. 10, 2021 | Feb. 04, 2021 | Jan. 19, 2021 | Mar. 31, 2021 | |
Shares issued in conversion | 166,889,911 | |||||||||||
Fair value of shares | $ 1,427,707 | |||||||||||
Face Value | 444,000 | |||||||||||
Accrued Interest | 31,749 | |||||||||||
Fees | 3,000 | |||||||||||
Total Debt | 478,749 | |||||||||||
Derivative liability | 859,352 | |||||||||||
Net (gain)/ loss | $ 89,605 | |||||||||||
WLESLPLLC [Member] | ||||||||||||
Conversion Date | May 8, 2020 | |||||||||||
Shares issued in conversion | 12,000,000 | |||||||||||
Fair value of shares | $ 48,281 | |||||||||||
Face Value | 30,000 | |||||||||||
Accrued Interest | 0 | |||||||||||
Fees | 0 | |||||||||||
Total Debt | 30,000 | |||||||||||
Derivative liability | 0 | |||||||||||
Net (gain)/ loss | $ 18,281 | |||||||||||
Convertible Note 1 [Member] | ||||||||||||
Conversion Date | Jul. 30, 2020 | Sep. 9, 2020 | Aug. 20, 2020 | |||||||||
Shares issued in conversion | 4,292,918 | 12,123,426 | 8,468,394 | |||||||||
Fair value of shares | $ 12,449 | $ 261,866 | $ 155,818 | |||||||||
Face Value | 7,000 | 55,000 | 12,500 | |||||||||
Accrued Interest | 341 | 4,075 | 871 | |||||||||
Fees | 0 | 500 | 500 | |||||||||
Total Debt | 7,341 | 59,575 | 13,871 | |||||||||
Derivative liability | 0 | 142,490 | 138,147 | |||||||||
Net (gain)/ loss | $ 5,108 | $ 59,801 | $ 3,800 | |||||||||
Convertible Note 1 [Member] | ||||||||||||
Conversion Date | Jul. 30, 2020 | |||||||||||
Shares issued in conversion | 5,071,886 | |||||||||||
Fair value of shares | $ 16,737 | |||||||||||
Face Value | 7,500 | |||||||||||
Accrued Interest | 488 | |||||||||||
Fees | 0 | |||||||||||
Total Debt | 7,988 | |||||||||||
Derivative liability | 8,570 | |||||||||||
Net (gain)/ loss | $ 179 | |||||||||||
Convertible Note 2 [Member] | ||||||||||||
Conversion Date | Oct. 15, 2020 | Oct. 1, 2020 | Nov. 25, 2020 | Dec. 22, 2020 | ||||||||
Shares issued in conversion | 14,521,245 | 33,934,756 | 15,120,622 | 8,330,328 | ||||||||
Fair value of shares | $ 81,319 | $ 210,395 | $ 78,627 | $ 39,153 | ||||||||
Face Value | 45,000 | 108,000 | 35,000 | 20,000 | ||||||||
Accrued Interest | 3,136 | 7,196 | 2,754 | 1,691 | ||||||||
Fees | 350 | 250 | 350 | 0 | ||||||||
Total Debt | 48,486 | 115,446 | 38,104 | 21,691 | ||||||||
Derivative liability | 39,128 | 80,674 | 44,183 | 19,806 | ||||||||
Net (gain)/ loss | $ (6,295) | $ 14,275 | $ (3,660) | $ (2,344) | ||||||||
Convertible Note 3 [Member] | ||||||||||||
Conversion Date | Feb. 4, 2021 | Jan. 19, 2021 | ||||||||||
Shares issued in conversion | 11,659,246 | 15,087,285 | ||||||||||
Fair value of shares | $ 59,462 | $ 69,402 | ||||||||||
Face Value | 27,000 | 35,000 | ||||||||||
Accrued Interest | 2,521 | 3,145 | ||||||||||
Fees | 350 | 350 | ||||||||||
Total Debt | 29,871 | 38,495 | ||||||||||
Derivative liability | 30,603 | 32,195 | ||||||||||
Net (gain)/ loss | $ (1,012) | $ (1,288) | ||||||||||
Convertible Note 4 [Member] | ||||||||||||
Conversion Date | Feb. 10, 2021 | |||||||||||
Shares issued in conversion | 26,279,805 | |||||||||||
Fair value of shares | $ 394,198 | |||||||||||
Face Value | 62,000 | |||||||||||
Accrued Interest | 5,531 | |||||||||||
Fees | 350 | |||||||||||
Total Debt | 67,881 | |||||||||||
Derivative liability | 323,556 | |||||||||||
Net (gain)/ loss | $ 2,760 |
9. Convertible Note Payable (_5
9. Convertible Note Payable (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | ||
Feb. 12, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Debt face amount | $ 1,461,900 | |||
Net proceeds | 1,200,000 | $ 725,499 | ||
Repayment of convertible debt | 107,500 | 0 | ||
Derivative liability | 1,137,623 | 58,790 | $ 0 | |
Gain on loss of extinguishment | 55,568 | $ 0 | ||
Convertible Note 1 [Member] | ||||
Debt face amount | $ 1,949,400 | |||
Original issue discount | 91,900 | |||
Net proceeds | $ 1,850,500 | |||
Convertible Note 5 [Member] | ||||
Debt face amount | 202,400 | |||
Original issue discount | 5,500 | |||
Principal increases | 18,400 | |||
Convertible Note 6 [Member] | ||||
Debt face amount | 85,800 | |||
Original issue discount | 3,000 | |||
Principal increases | 7,800 | |||
Convertible Note 7 [Member] | ||||
Debt face amount | 85,800 | |||
Original issue discount | 3,000 | |||
Principal increases | 7,800 | |||
Convertible Note 13 [Member] | ||||
Debt face amount | 107,500 | |||
Original issue discount | 4,000 | |||
Accrued Interest | 3,170 | |||
Prepayment fee | 16,125 | |||
Repayment of convertible debt | 126,795 | |||
Derivative liability | 126,892 | |||
Gain on loss of extinguishment | $ 126,892 |
10. Derivative Financial Inst_3
10. Derivative Financial Instruments (Details - Derivative liabilities) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Compound embedded derivatives, shares | 347,942,680 | 77,027,083 |
Compound embedded derivatives, value | $ (1,137,623) | $ (58,790) |
Compound embedded derivatives | (1,332,661) | 119,102 |
Day one derivative loss | (151,978) | 0 |
Gain on changes in fair value of derivatives | $ (1,484,639) | $ 119,102 |
10. Derivative Financial Inst_4
10. Derivative Financial Instruments (Details - Significant inputs) | 12 Months Ended |
Mar. 31, 2021$ / shares | |
Quoted market price on valuation date | 0.0058 |
Contractual term to maturity | 0.24 Years – 0.87 Years |
Equivalent Volatility | 190.74% - 374.31% |
Interest rate | 8.00% |
Minimum [Member] | |
Contractual conversion rate | $ 0.0031 |
Maximum [Member] | |
Contractual conversion rate | $ 0.01 |
10. Derivative Financial Inst_5
10. Derivative Financial Instruments (Details - Change in fair value) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning balance | $ 58,790 | $ 0 |
Compound embedded derivatives | 732,416 | 178,692 |
Conversions | (859,352) | 0 |
Derivative extinguished / debt repaid in cash | (126,892) | 0 |
Loss (gain) on changes in fair value inputs and assumptions reflected in income | 1,332,661 | (119,902) |
Derivative liabilities, ending balance | $ 1,137,623 | $ 58,790 |
11. Equity (Details)
11. Equity (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Number of Shares Outstanding beginning balance | 0 | 0 |
Number of Shares, Issued | 125,000,000 | 0 |
Number of Shares, Exercised | 0 | 0 |
Number of Shares, Expired | 0 | 0 |
Number of Shares Outstanding ending balance | 125,000,000 | 0 |
Number of shares Exercisable | 125,000,000 | |
Weighted-average Exercise Price Outstanding beginning balance | ||
Weighted-average Exercise Price, Issued | 0.02 | |
Weighted-average Exercise Price, Exercised | ||
Weighted-average Exercise Price, Expired | ||
Weighted-average Exercise Price Outstanding ending balance | 0.02 | |
Weighted-average Exercise Price, Exercisable | $ 0.02 | |
Remaining Contractual Term (years), Issued | 5 years | |
Remaining Contractual Term (years) Outstanding ending balance | 4 years 10 months 25 days | |
Remaining Contractual Term (years), Exercisable | 4 years 10 months 25 days | |
Aggregate Intrinsic Value Outstanding beginning balance | $ 0 | $ 0 |
Aggregate Intrinsic Value, Granted | 0 | 0 |
Aggregate Intrinsic Value, Exercised | 0 | 0 |
Aggregate Intrinsic Value, Expired/Forfeited | 0 | 0 |
Aggregate Intrinsic Value Outstanding ending balance | 0 | $ 0 |
Aggregate Intrinsic Value, Exercisabe | $ 0 |
11. Equity (Details Narrative)
11. Equity (Details Narrative) - USD ($) | Jan. 06, 2020 | May 08, 2020 | Apr. 23, 2020 | Jan. 28, 2020 | May 14, 2019 | May 01, 2019 | Apr. 23, 2019 | Jun. 01, 2019 | May 25, 2019 | Jul. 10, 2020 | Jun. 16, 2020 | Jul. 15, 2019 | Jul. 08, 2019 | Jul. 03, 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 | Oct. 02, 2020 | Sep. 27, 2019 | Oct. 21, 2020 | Nov. 25, 2020 | Nov. 23, 2020 | Dec. 03, 2019 | Dec. 31, 2020 | Dec. 23, 2020 | Dec. 22, 2020 | Jan. 06, 2020 | Dec. 31, 2019 | Dec. 22, 2019 | Feb. 10, 2021 | Feb. 04, 2021 | Jan. 19, 2021 | Mar. 31, 2021 | Mar. 23, 2021 | Mar. 31, 2020 |
Stock issued for services, value | $ 89,333 | $ 688,000 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of stock | 1,655,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, value | 185,400 | |||||||||||||||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | 1,427,707 | |||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 55,568 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Purchase of cancelled stock, value | $ 189,141 | |||||||||||||||||||||||||||||||||||||||||||
B2MG [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Stock returned during period, shares | 21,954,800 | |||||||||||||||||||||||||||||||||||||||||||
Stock returned during period, value | $ 109,773 | |||||||||||||||||||||||||||||||||||||||||||
United Combat League [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, shares | 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Payment for acquisition | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||
Strike Hard Productions LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, shares | 9,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Payment for acquisition | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||
GS Capital [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Stock purchased from acquisition | 14,062,500 | |||||||||||||||||||||||||||||||||||||||||||
Payment for acquisition | $ 101,250 | |||||||||||||||||||||||||||||||||||||||||||
One More Gym LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, shares | 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Payment for acquisition | $ 30,000 | |||||||||||||||||||||||||||||||||||||||||||
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 | 297,500,000 | ||||||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 10,000 | $ 75,000 | $ 100,000 | $ 165,000 | $ 100,000 | $ 100,000 | $ 75,000 | $ 50,000 | $ 100,000 | $ 1,190,000 | ||||||||||||||||||||||||||||||||||
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 | 33,934,758 | 14,521,245 | 15,120,623 | 8,330,328 | 26,279,805 | 11,659,246 | 15,087,285 | |||||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 7,341 | $ 16,558 | $ 262,363 | $ 155,914 | $ 239,298 | $ 98,279 | $ 84,823 | $ 44,185 | $ 394,197 | $ 59,462 | $ 69,402 | |||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 60,298 | 3,896 | 42,678 | 10,665 | 2,536 | 2,337 | ||||||||||||||||||||||||||||||||||||||
Purchase of cancelled stock, shares | 11,718,750 | |||||||||||||||||||||||||||||||||||||||||||
Purchase of cancelled stock, value | $ 87,891 | |||||||||||||||||||||||||||||||||||||||||||
Common Stock | GS Capital [Member] | Principal [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | 7,500 | 55,000 | 12,500 | 108,000 | 45,000 | 35,000 | 20,000 | 62,000 | 27,000 | 35,000 | ||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 2,760 | 1,012 | 1,288 | |||||||||||||||||||||||||||||||||||||||||
Common Stock | GS Capital [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 488 | $ 4,075 | $ 871 | 7,196 | 3,136 | 2,754 | 1,692 | 5,531 | 2,521 | 3,145 | ||||||||||||||||||||||||||||||||||
Common Stock | GS Capital [Member] | Conversion Fees [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 750 | $ 350 | $ 350 | $ 350 | $ 350 | $ 350 | $ 350 | |||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||
Common Stock | One More Gym LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, shares | 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, value | $ 31,800 | |||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Shares issued for compensation, shares | 40,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Common Stock | ||||||||||||||||||||||||||||||||||||||||||||
Shares issued for compensation, shares | 80,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Shares issued for compensation, value | $ 320,000 | |||||||||||||||||||||||||||||||||||||||||||
CSPA [Member] | Triton Funds, LP [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, fair value | $ 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase common stock | 125,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants issued | $ 566,261 |
12. Leases (Details - Right-of-
12. Leases (Details - Right-of-use asset) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Office lease | $ 1,677,896 | |
Less: accumulated amortization | (102,104) | |
Right-of-use asset, net | 1,575,792 | $ 0 |
Kokomo Lease [Member] | ||
Office lease | 375,483 | |
Less: accumulated amortization | (29,967) | |
Right-of-use asset, net | 345,516 | |
Valparaiso Lease [Member] | ||
Office lease | 374,360 | |
Less: accumulated amortization | (50,010) | |
Right-of-use asset, net | 324,350 | |
Merrill Lease [Member] | ||
Office lease | 705,966 | |
Less: accumulated amortization | (9,424) | |
Right-of-use asset, net | 696,542 | |
Tuscaloosa Lease [Member] | ||
Office lease | 222,087 | |
Less: accumulated amortization | (12,703) | |
Right-of-use asset, net | $ 209,384 |
12. Leases (Details - Operating
12. Leases (Details - Operating lease liability) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Office lease | $ 1,583,622 | |
Less: current portion | (264,165) | $ 0 |
Long term portion | 1,319,457 | $ 0 |
Kokomo Lease [Member] | ||
Office lease | 349,609 | |
Less: current portion | (58,031) | |
Long term portion | 291,578 | |
Valparaiso Lease [Member] | ||
Office lease | 324,350 | |
Less: current portion | (107,810) | |
Long term portion | 216,540 | |
Merrill Lease [Member] | ||
Office lease | 700,279 | |
Less: current portion | (44,228) | |
Long term portion | 656,051 | |
Tuscaloosa Lease [Member] | ||
Office lease | 209,384 | |
Less: current portion | (54,096) | |
Long term portion | $ 155,288 |
12. Leases (Details - Maturitie
12. Leases (Details - Maturities) | Mar. 31, 2021USD ($) |
Fiscal year ending March 31, 2022 | $ 408,161 |
Fiscal year ending March 31, 2023 | 501,896 |
Fiscal year ending March 31, 2024 | 473,036 |
Fiscal year ending March 31, 2025 | 332,742 |
Fiscal year ending March 31, 2026 | 235,309 |
Present value discount | (367,523) |
Lease liability | 1,583,622 |
Kokomo Lease [Member] | |
Fiscal year ending March 31, 2022 | 89,687 |
Fiscal year ending March 31, 2023 | 94,172 |
Fiscal year ending March 31, 2024 | 98,880 |
Fiscal year ending March 31, 2025 | 101,292 |
Fiscal year ending March 31, 2026 | 50,646 |
Present value discount | (85,070) |
Lease liability | 349,609 |
Valparaiso Lease [Member] | |
Fiscal year ending March 31, 2022 | 134,274 |
Fiscal year ending March 31, 2023 | 134,274 |
Fiscal year ending March 31, 2024 | 100,706 |
Fiscal year ending March 31, 2025 | 0 |
Fiscal year ending March 31, 2026 | 0 |
Present value discount | (44,904) |
Lease liability | 324,350 |
Merrill Lease [Member] | |
Fiscal year ending March 31, 2022 | 112,200 |
Fiscal year ending March 31, 2023 | 201,450 |
Fiscal year ending March 31, 2024 | 201,450 |
Fiscal year ending March 31, 2025 | 201,450 |
Fiscal year ending March 31, 2026 | 184,663 |
Present value discount | (200,933) |
Lease liability | 700,279 |
Tuscaloosa Lease [Member] | |
Fiscal year ending March 31, 2022 | 72,000 |
Fiscal year ending March 31, 2023 | 72,000 |
Fiscal year ending March 31, 2024 | 72,000 |
Fiscal year ending March 31, 2025 | 30,000 |
Fiscal year ending March 31, 2026 | 0 |
Present value discount | (36,615) |
Lease liability | $ 209,384 |
12. Leases (Details Narrative)
12. Leases (Details Narrative) - USD ($) | 6 Months Ended | 8 Months Ended | |
Oct. 06, 2020 | Dec. 01, 2020 | Oct. 02, 2020 | |
Kokomo Lease [Member] | |||
Lease term | 5 years | ||
Valparaiso Lease [Member] | |||
Lease expiration date | Dec. 31, 2023 | ||
Monthly lease payments | $ 7,625 | ||
Merrill Lease [Member] | |||
Lease expiration date | Feb. 28, 2026 | ||
Monthly lease payments | $ 11,190 | ||
Tuscaloosa Lease [Member] | |||
Lease expiration date | Mar. 6, 2024 | ||
Monthly lease payments | $ 6,000 |
13. Commitments and Contingen_2
13. Commitments and Contingencies (Details Narrative) - Employment Agreement [Member] | 8 Months Ended |
Nov. 23, 2020USD ($)shares | |
Series B Convertible Preferred Stock [Member] | |
Shares issued for compensation, shares | 40,000,000 |
Common Stock | |
Shares issued for compensation, shares | 80,000,000 |
Shares issued for compensation, value | $ | $ 320,000 |
14. Income Taxes (Details - Pro
14. Income Taxes (Details - Provision for Federal income tax ) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal current income tax expense | $ 0 | $ 0 |
Federal deferred income tax expense | 0 | 0 |
Federal income tax expense | 0 | 0 |
State current income tax expense | 0 | 0 |
State deferred income tax expense | 0 | 0 |
State income tax expense | 0 | 0 |
Total income tax expense | $ 0 | $ 0 |
14. Income Taxes (Details - Rec
14. Income Taxes (Details - Reconciliation of tax) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | (21.00%) | (21.00%) |
Change in valuation allowance | 17.20% | 23.70% |
State income taxes, (net of federal tax benefit) | (2.50%) | (3.50%) |
Change in derivatives value | 6.50% | 0.00% |
Other Permanent differences | (0.20%) | 0.80% |
Effective rate | 0.00% | 0.00% |
14. Income Taxes (Details - net
14. Income Taxes (Details - net deferred tax) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 1,448,625 | $ 473,374 |
Capital loss carryover | 20,080 | 0 |
Intangible assets | 25,094 | 0 |
Total | 1,493,799 | 473,374 |
Valuation allowance | (1,288,125) | (459,538) |
Net deferred assets | 205,674 | 13,836 |
Property and equipment | (205,674) | (10,683) |
Intangible assets | 0 | (3,153) |
Net deferred assets and liabilities | $ 0 | $ 0 |
14. Income Taxes (Details Narra
14. Income Taxes (Details Narrative) | 12 Months Ended |
Mar. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | $ 402,408 |
NOL beginning expiration date | Dec. 31, 2033 |