Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2022 | Oct. 12, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-11882 | |
Entity Registrant Name | B2Digital, Incorporated | |
Entity Central Index Key | 0000725929 | |
Entity Tax Identification Number | 84-0916299 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4522 West Village Drive | |
Entity Address, Address Line Two | Suite 215 | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33624 | |
City Area Code | (813) | |
Local Phone Number | 961-3051 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 2,171,546,992 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 |
Current assets | |||
Cash and cash equivalents | $ 16,946 | $ 39,623 | |
Notes receivable | 6,096 | ||
Prepaid expenses | 7,035 | 49,363 | |
Total current assets | 23,981 | 95,082 | |
Operating lease right-of-use asset | 69,971 | 73,085 | |
Property and equipment, net of accumulated depreciation | 936,563 | 984,217 | |
Intangible assets, net of accumulated amortization | 39,139 | 45,215 | |
Deposits | 11,126 | 11,126 | |
Net assets held for sale | 40,000 | 80,000 | |
Notes receivable – long term | 35,400 | 35,400 | |
Total Assets | 1,156,180 | 1,324,125 | |
Current liabilities | |||
Accounts payable & accrued liabilities | 1,294,705 | 744,069 | |
Deferred revenue | 48,786 | 104,704 | |
Note payable- current maturity | 665,600 | 295,600 | |
Note payable- in default | 44,000 | 14,000 | |
Convertible notes payable, net of discount | 7,216,579 | 6,035,090 | |
Derivative liabilities | 6,911,764 | 3,831,191 | |
Due to shareholder | 2,800 | ||
Lease liability, current | 126,428 | 123,319 | |
Total current liabilities | 16,307,862 | 11,150,773 | |
Lease liability - long-term | 314,826 | 347,623 | |
Note payable - long-term | 30,000 | ||
Total Liabilities | 16,622,688 | 11,528,396 | |
Commitments and contingencies (Note 13) | |||
Stockholders' Deficit | |||
Common stock, $0.00001 par value; 20,000,000,000 shares authorized; 2,097,743,117 and 1,849,932,312 shares issued and outstanding at June 30, 2022 and March 31, 2022, respectively | 20,323 | 17,846 | |
Additional paid in capital | 10,556,458 | 10,251,530 | |
Accumulated deficit | (26,043,709) | (20,474,067) | |
Total Stockholders' Deficit | (15,466,508) | (10,204,271) | $ (1,688,953) |
Total Liabilities and Stockholders' Deficit | 1,156,180 | 1,324,125 | |
Preferred Stock [Member] | |||
Stockholders' Deficit | |||
Preferred Stock, Value, Issued | 0 | $ 0 | |
Series A Preferred Stock [Member] | |||
Stockholders' Deficit | |||
Preferred Stock, Value, Issued | 20 | 20 | |
Series B Preferred Stock [Member] | |||
Stockholders' Deficit | |||
Preferred Stock, Value, Issued | $ 400 | $ 400 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Mar. 31, 2022 |
Preferred stock shares authorized | 50,000,000 | 50,000,000 |
Preferred stock undesignated | 8,000,000 | 8,000,000 |
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock shares authorized | 20,000,000,000 | 20,000,000,000 |
Common stock shares issued | 2,097,743,117 | 1,849,932,312 |
Common stock shares outstanding | 2,097,743,117 | 1,849,932,312 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Outstanding | 2,000,000 | 2,000,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Issued | 40,000,000 | 40,000,000 |
Preferred Stock, Shares Outstanding | 40,000,000 | 40,000,000 |
Consolidated Income Statement (
Consolidated Income Statement (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue: | ||
Total revenue | $ 700,341 | $ 568,765 |
Operating expenses | ||
Sales and marketing | 64,577 | 62,278 |
Utilities | 40,710 | 31,191 |
Leasing expense | 129,466 | 147,436 |
Payroll expenses | 648,429 | 415,628 |
General and administrative | 1,552,480 | 1,100,849 |
Depreciation and amortization expense | 71,759 | 88,049 |
Total operating expenses | 2,507,421 | 1,845,431 |
Loss from continuing operations | (1,807,080) | (1,276,666) |
Other income (expense): | ||
Gain on forgiveness of loan | 23,303 | |
Gain on extinguishment of debt | 107,208 | 80,741 |
(Loss) gain on sale of assets | (6,427) | 230 |
Financing expense | (39,196) | |
(Loss) gain on fair value of derivative liabilities | (2,809,276) | 310,871 |
Initial derivative expense | (194,323) | |
Interest expense | (820,548) | (199,826) |
Total other income | (3,762,562) | 215,319 |
Net loss | (5,569,642) | (1,061,347) |
Live Events [Member] | ||
Revenue: | ||
Total revenue | 337,822 | 235,591 |
Gym [Member] | ||
Revenue: | ||
Total revenue | $ 362,519 | $ 333,174 |
Consolidated Income Statement_2
Consolidated Income Statement (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ (0.003) | $ (0.001) |
Earnings Per Share, Diluted | $ (0.003) | $ (0.001) |
Weighted Average Number of Shares Outstanding, Basic | 1,981,717,164 | 1,207,948,242 |
Weighted Average Number of Shares Outstanding, Diluted | 1,981,717,164 | 1,207,948,242 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2021 | $ 20 | $ 400 | $ 10,815 | $ 7,652,677 | $ (9,197,248) | $ (1,533,336) |
Beginning balance, shares at Mar. 31, 2021 | 2,000,000 | 40,000,000 | 1,081,390,550 | |||
Sale of common stock | $ 2,200 | 877,800 | 880,000 | |||
Sale of common stock, shares | 220,000,000 | |||||
Issuance of common stock for services | $ 55 | 23,595 | 23,650 | |||
Issuance of common stock for services, shares | 5,500,000 | |||||
Issuance of convertible notes | 2,080 | 2,080 | ||||
Net loss | (1,061,347) | (1,061,347) | ||||
Ending balance, value at Jun. 30, 2021 | $ 20 | $ 400 | $ 13,070 | 8,556,152 | (10,258,595) | (1,688,953) |
Ending balance, shares at Jun. 30, 2021 | 2,000,000 | 40,000,000 | 1,306,890,550 | |||
Beginning balance, value at Mar. 31, 2022 | $ 20 | $ 400 | $ 17,846 | 10,251,530 | (20,474,067) | (10,204,271) |
Beginning balance, shares at Mar. 31, 2022 | 2,000,000 | 40,000,000 | 1,849,932,312 | |||
Issuance of convertible notes | $ 2,477 | 304,928 | 307,405 | |||
Issuance of convertible notes, shares | 247,810,805 | |||||
Net loss | (5,569,642) | (5,569,642) | ||||
Ending balance, value at Jun. 30, 2022 | $ 20 | $ 400 | $ 20,323 | $ 10,556,458 | $ (26,043,709) | $ (15,466,508) |
Ending balance, shares at Jun. 30, 2022 | 2,000,000 | 40,000,000 | 2,097,743,117 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (5,569,642) | $ (1,061,347) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock compensation | 23,650 | |
Depreciation and amortization | 71,759 | 88,049 |
Loss (gain) on sale of assets | 6,427 | (230) |
Gain on forgiveness of loan | (23,303) | |
Gain on extinguishment of debt | (107,208) | (80,741) |
Financing expense | 0 | 8,246 |
Amortization of debt discount | 578,080 | 155,736 |
Initial derivative expense | 194,323 | |
Loss (gain) on fair value of compound embedded derivative | 2,809,276 | (310,871) |
Right-of-use asset/liability | (26,574) | 24,376 |
Changes in operating assets & liabilities | ||
Prepaid expenses | 42,328 | (18,231) |
Accounts payable and accrued liabilities | 598,247 | 183,736 |
Related party advances | (5,786) | |
Deferred revenue | (55,918) | (34,896) |
Net cash used by operating activities | (1,464,688) | (1,045,826) |
Cash Flows from Investing Activities | ||
Business acquisitions | 40,000 | (125,000) |
Capital expenditures | (24,456) | (174,184) |
Net cash provided by investing activities | 15,544 | (299,184) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable | 367,608 | 153,000 |
Proceeds from convertible notes payable | 1,167,230 | 370,181 |
Repayments of convertible notes payable | (108,371) | (65,372) |
Repayments of notes payable | (2,347) | |
Payment of note payable | (843) | |
Issuance of common stock | 880,000 | |
Net cash provided by financing activities | 1,426,467 | 1,334,619 |
Decrease in Cash | (22,677) | (10,391) |
Cash at beginning of period | 39,623 | 122,176 |
Cash (and equivalents) at end of period | 16,946 | 111,785 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 34,789 | 2,319 |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Conversion of note payable and accrued interest to common stock | 162,795 | |
Initial recognition of derivative liability as debt discount | 725,305 | 2,038,843 |
Net assets disposed of | $ 40,000 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS We are the premier development league for mixed martial arts (“MMA”). We operate in two major branded businesses: The B2 Fighting Series and The ONE More Gym Official B2 Training Facilities Network. We primarily derive revenues from live event ticket sales, pay-per-view ticket sales, content media marketing, and fitness facility memberships. Our Live Events business (the B2 Fighting Series) is primarily engaged with scheduling, organizing, and producing live MMA events, marketing those events, and generating both live audience and PPV ticket sales, as well as creatively marketing the archived content generated through its operations in this business. We also plan to generate additional revenues over time from endorsement deals with global brands as its audience grows. The B2 Fighting Series is licensed in 18 U.S. states to operate LIVE MMA Fights. Most B2 Fighting Series events sell out at the gate. Our Chairman and CEO is now Greg P. Bell. Mr. Bell has over 30 years of global experience developing more than 20 companies in the sports, television, entertainment, digital distribution, and banking transaction industries. Capitalizing on the combination of his expertise, relationships, and experience as well as his involvement with more than 40,000 live events over his career for major sports leagues and entertainment venues, we are in the process of developing and acquiring companies to become a premier vertically integrated live event sports company. Our Fitness Facility business operates primarily through the ONE More Gym Official B2 Training Facilities Network. We currently operate two ONE More Gym locations. Basis of Presentation and Consolidation The Company has seven wholly owned subsidiaries. Hardrock Promotions LLC which owns Hardrock MMA in Kentucky, United Combat League MMA LLC, Pinnacle Combat LLC, Strike Hard Productions, 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 seven wholly owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its ten 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 U.S. dollars. The fiscal year end is March 31. The Company changed the presentation of prior year cost of sales to operating expenses. It’s the opinion of management that with all of B2’s business expenses are operating in nature. The nature of the gym’s expenses for payroll, leasing and utilities do not directly derive income in the form of memberships and services generated by the gym on a daily basis. Secondarily, the nature of the MMA LIVE Fights’ expenses also does not directly affect or derive income in the form of ticket, merchandise and concession sales generated by live MMA events. Therefore, we believe the traditional cost of goods sold expense items should be eliminated from both business income statements and all expenses should be reported as operating expense to more accurately reflect the true nature of the business. Traditional line items such as raw materials, labor associated with the production of finished goods and depreciation and amortization of machinery and intangibles associated with converting raw materials into finished goods do not exist in either of these businesses. As such for the three months ended June 30, 2021, approximately $203,502 of cost of sales was reclassified as operating expense. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | NOTE 2 - ACCOUNTING POLICIES The significant accounting policies of the Company are as follows: 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 Management uses estimates and assumptions in preparing the consolidated 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, the valuation of long-lived and intangible assets 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 no 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,” and ASC 815. 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 Assets Held for Sale We consider properties to be Assets held for sale when management approves and commits to a plan to dispose of a property or group of properties. The property held for sale prior to the sale date is separately presented on the balance sheets as Net assets held for sale. During the fourth quarter of fiscal 2022 management initiated the sale of the gyms located in Indiana: One More Gym, LLC, One More Gym Valparaiso and One More Gym Merrillville. During the three months ended June 30, 2022 the Company completed the sale of ONE More Gym, LLC for cash proceeds of $ 40,000 Long-Lived Assets Management reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. For assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured using fair value. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. 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. Revenue associated with B2FS (Fight Club) consist primarily of 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 Revenues in connection with Company owned Fitness Clubs consist primarily of monthly membership dues and ancillary products. Monthly membership dues are recognized during the monthly membership period and any dues paid not correlating to the current period are recorded in deferred revenue. Ancillary products are recorded in the period the services or products are delivered. 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 June 30, 2022, 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, consequently, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, revenue processed through the Company's payment processor are guaranteed further mitigating Credit Risk. Earnings Per Share (EPS) The Company utilize FASB ASC 260, Earnings per Share 19,585,533,532 The following table sets for the computation of basic and diluted earnings per share for the three months ended June 30, 2022 and 2021: Schedule of Earnings Per Share, Basic and Diluted June 30, 2022 June 30, 2021 Basic and diluted Net loss $ (5,569,642 ) $ (1,061,347 ) Net loss per share Basic $ (0.003 ) $ (0.001 ) Diluted $ (0.003 ) $ (0.001 ) Weighted average number of shares outstanding: Basic & diluted 1,981,717,164 1,207,948,242 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 and stock awards, whether held by employees or others. As of June 30, 2022, there were no options outstanding. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) During the three months ended June 30, 2021, the Company recorded $ 23,650 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 August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. 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. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis. For the three months ended June 30, 2022, the Company had a net loss of $ (5,569,642) 1,464,688 (16,283,881) (26,043,709) (15,466,508) |
REVENUE
REVENUE | 3 Months Ended |
Jun. 30, 2022 | |
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 three months ended June 30, 2022 and 2021 are as follows: Schedule of net sales by revenue type For the three months ended June 30, June 30, 2022 2021 Live events $ 337,822 $ 235,591 Gym revenue 362,519 333,174 Net sales $ 700,341 $ 568,765 All revenue is derived in the United States. Information about the Company’s deferred revenue for the three months ended June 30, 2022 and 2021 are as follows: Schedule of deferred revenue As of June 30, June 30, 2022 2021 Balance at beginning of year $ 104,704 $ 119,504 Deferral of revenue 303,857 169,798 Recognition of unearned revenue (359,775 ) (204,694 ) Balance at June 30 $ 48,786 $ 84,608 Deferred revenue for the periods ended June 30, 2022 and March 31, 2022 was $ 48,786 104,704 Revenue recognized for the three months ended June 30, 2022 and 2021, which was included in the unearned revenue liability balance at the beginning of the year, was $ 359,775 204,694 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following at June 30, 2022 and March 31, 2022: Schedule of property and equipment June 30, 2022 March 31, 2022 Gym equipment $ 229,821 $ 229,821 Cages 151,009 151,009 Event assets 122,795 122,795 Furniture and fixtures 19,366 19,366 Production truck gear 11,740 11,740 Production equipment 80,965 80,965 Venue lighting system 38,266 38,266 Leasehold improvements 135,301 126,851 Electronics hardware and software 191,299 181,720 Trucks trailers and vehicles 289,028 289,028 1,269,590 1,251,561 Less: accumulated depreciation (333,027 ) (267,344 ) $ 936,563 $ 984,217 Depreciation expense related to these assets for the three months ended June 30, 2022 and 2021 amounted to $ 65,683 61,859 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Intangible assets, net, consisted of the following at June 30, 2022 and March 31, 2021: Schedule of intangible assets As of As of June 30, March 31, Licenses $ 142,248 $ 142,248 Software/website development 12,585 12,585 Customer relationships 60,322 60,322 215,155 215,155 Less: accumulated amortization (176,016 ) (169,940 ) $ 39,139 $ 45,215 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 three months ended June 30, 2022 and 2021 amounted to $ 6,076 26,190 Estimated amortization expense for each of the next five years: Schedule of amortization expense Fiscal year ended March 31, 2023 $ 18,227 Fiscal year ended March 31, 2024 20,912 Total $ 39,139 |
BUSINESS DISPOSITION
BUSINESS DISPOSITION | 3 Months Ended |
Jun. 30, 2022 | |
Business Disposition | |
BUSINESS DISPOSITION | NOTE 7 – BUSINESS DISPOSITION One More Gym, LLC On June 2, 2022 the Company entered into an agreement to dispose of 100% of the equity interest in One More Gym, LLC. The value received for the disposition was $ 40,000 86,099 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Jun. 30, 2022 | |
Notes Payable | |
NOTES PAYABLE | NOTE 8 - NOTES PAYABLE The following is a summary of notes payable as of June 30, 2022 and March 31, 2022: Schedule of notes payable As of June 30, 2022 As of March 31, 2022 Notes Payable: SBA EIDL Loan $ 10,000 $ 10,000 SBA Loan Payable B2 Digital 97,200 97,200 GS Capital, LLC 303,000 153,000 SBA Loan (Hillcrest) 35,400 35,400 Advantage Platform 220,000 – Notes Payable – in default Emry Capital $14,000, 4% loan with principal and interest due April, 2021 14,000 14,000 WLES LP LLC $60,000, 5% loan due January 15, 2022 30,000 30,000 Total notes payable 709,600 339,600 Less: long-term – (30,000 ) Total $ 709,600 $ 309,600 During the three months ended June 30, 2022, the Company entered into an Agreement for the Purchase and Sale of Future Receipts with Advantage Platform. In exchange for $ 300,000 As of June 30, 2022, the Emry Capital note is in default. However, the note is not subject to any default provisions. As of June 30, 2022, the WLES LP LLC note is in default. However, the note is not subject to any default provisions. |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 9 – CONVERTIBLE NOTE PAYABLE The following is a summary of convertible notes payable as of June 30, 2022: Schedule of Convertible Notes Payable Note* Issuance Date Maturity Coupon Face Value Unamortized Carrying Value Note 8 8/04/2020 12/31/2022 8 $ 97,000 $ – $ 97,000 Note 9 10/02/2020 12/31/2022 8 205,000 – 205,000 Note 10 10/15/2020 12/31/2022 8 172,000 – 172,000 Note 11 11/02/2020 12/31/2022 8 69,000 – 69,000 Note 12 11/12/2020 12/31/2022 8 69,000 – 69,000 Note 14 12/10/2020 12/31/2022 8 80,000 – 80,000 Note 16 1/14/2021 12/31/2022 8 107,000 – 107,000 Note 17 1/27/2021 12/31/2022 8 60,000 – 60,000 Note 20 4/30/2021 12/31/2022 8 104,000 – 104,000 Note 21 5/25/2021 12/31/2022 8 104,000 – 104,000 Note 22 6/24/2021 12/31/2022 8 185,652 – 185,652 Note 24 7/24/2021 12/31/2022 8 265,000 6,839 258,161 Note 25 8/04/2021 12/31/2022 8 129,800 3,542 126,258 Note 26 8/11/2021 12/31/2022 8 151,500 4,001 147,499 Note 28 8/20/2021 12/31/2022 8 151,500 4,584 146,916 Note 29 8/30/2021 12/31/2022 8 140,650 6,914 133,736 Note 30 9/02/2021 12/31/2022 8 216,385 11,947 204,438 Note 31 9/17/2021 12/31/2022 8 270,480 12,919 257,561 Note 32 9/30/2021 12/31/2022 8 270,480 17,595 252,885 Note 34 10/26/2021 12/31/2022 8 270,480 22,985 247,495 Note 36 11/03/2021 12/31/2022 8 270,480 16,069 254,411 Note 37 11/16/2021 12/31/2022 8 324,576 63,398 261,178 Note 38 11/30/2021 12/31/2022 8 270,480 39,344 231,136 Note 39 12/10/2021 12/31/2022 8 601,000 88,760 512,240 Note 40 12/15/2021 12/31/2022 8 270,480 44,017 226,463 Note 41 12/23/2021 12/23/2022 8 54,100 9,667 44,433 Note 42 1/04/2022 1/04/2023 8 270,480 23,045 247,435 Note 43 1/12/2022 1/12/2023 8 300,000 221,695 78,305 Note 44 1/19/2022 1/19/2023 8 270,480 33,573 236,907 Note 45 2/02/2022 2/02/2023 8 270,480 26,502 243,978 Note 46 2/03/2022 2/03/2023 8 425,000 314,068 110,932 Note 47 2/15/2022 2/15/2023 8 270,480 20,293 250,187 Note 48 2/24/2022 2/24/2023 8 211,640 156,399 55,241 Note 49 3/01/2022 3/01/2023 8 120,000 94,147 25,853 Note 50 3/01/2022 3/01/2023 8 270,480 27,771 242,709 Note 51 3/16/2022 3/16/2023 8 270,480 26,476 244,004 Note 52 3/22/2022 3/22/2023 8 120,000 98,661 21,339 Note 53 4/01/2022 4/01/2023 8 135,240 12,936 122,304 Note 54 4/01/2022 4/01/2023 8 270,480 25,402 245,078 Note 55 4/04/2022 4/04/2023 8 92,040 78,530 13,510 Note 56 4/15/2022 4/15/2023 8 270,480 27,618 242,862 Note 57 4/29/2022 4/29/2023 8 270,480 21,093 249,387 Note 58 5/05/2022 5/05/2023 8 66,100 56,398 9,702 Note 59 5/31/2022 5/31/2023 8 160,000 140,616 19,384 Total $ 8,974,383 $ 1,757,804 $ 7,216,579 * Notes 1, 2, 3, 4, 5, 6 and 7 in the amounts of $82,000, $208,000, $27,000, $62,000, $202,400, $78,000 and $85,800 respectively, were fully converted as of June 30, 2022. * On July 7, 2022, the maturity date of each of Notes 8, 9, 10, 11, 12, 14, 16, 17, 20, 21, 22, 24, 25, 26, 27, 28, 29, 30, 31, 32, 34, 36, 37, 38, & 40 were extended to December 31, 2022, and the lender waived all penalty interest for non-payment. *Note 27 in the amount of $ 88,400 71,799 Between April 1, 2022, and June 30, 2022, the Company issued to “accredited investors,” Convertible Promissory Notes aggregating a principal amount of $ 1,264,820 1,167,230 90,590 7,000 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. The notes have varying conversion rates. After the six-month anniversary, the conversion price is equal to 63%-70% of the average of the three lowest trading prices of the Company’s common stock. Five of 40 notes outstanding have a fixed conversion rate of $ 0.002 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 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 three months ended June 30, 2022, is as follows: Schedule of amortization expense, interest expense and accrued interest on debt Note Interest Expense Accrued Interest Amortization of Debt Discount Unamortized Note 7 $ – $ 11,420 $ – $ – Note 8 10,991 36,746 – – Note 9 9,200 43,797 – – Note 10 7,719 35,644 – – Note 11 3,096 13,687 – – Note 12 3,096 13,346 – – Note 14 3,590 14,369 – – Note 15 – – – – Note 16 3,746 16,317 – – Note 17 2,693 9,357 – – Note 18 – – – – Note 19 – – – – Note 20 2,074 9,710 339 – Note 21 2,074 9,141 1,039 – Note 22 3,703 15,096 16,440 – Note 24 5,285 19,632 19,476 6,839 Note 25 2,589 9,388 10,057 3,542 Note 26 3,022 10,725 11,379 4,001 Note 27 78 – 12,288 – Note 28 3,022 10,427 12,936 4,584 Note 29 2,805 9,372 9,739 6,914 Note 30 4,316 14,275 16,695 11,947 Note 31 5,395 17,844 18,231 12,919 Note 32 5,395 16,184 16,450 17,595 Note 34 5,395 15,058 15,947 22,985 Note 35 200 – 34,584 – Note 36 5,395 14,169 11,422 16,069 Note 37 6,474 16,078 31,928 63,398 Note 38 5,395 12,568 20,803 39,344 Note 39 11,987 27,926 46,833 88,760 Note 40 5,395 11,679 22,893 44,017 Note 41 1,079 2,241 4,165 9,667 Note 42 5,395 10,493 9,265 23,045 Note 43 5,984 11,178 34,271 221,695 Note 44 5,395 9,604 13,081 33,573 Note 45 5,395 8,774 10,548 26,502 Note 46 8,477 13,693 48,550 314,068 Note 47 5,395 8,003 8,224 20,293 Note 48 4,221 5,845 24,177 156,399 Note 49 2,393 3,182 11,315 94,147 Note 50 5,395 7,173 9,663 27,771 Note 51 5,395 6,284 9,246 26,476 Note 52 2,393 2,630 9,339 98,661 Note 53 2,668 2,668 4,031 12,936 Note 54 5,335 5,335 7,926 25,402 Note 55 1,755 1,755 4,306 78,530 Note 56 4,506 4,506 5,176 27,618 Note 57 3,676 3,676 4,028 21,093 Note 58 811 811 3,092 56,398 Note 59 1,052 1,052 3,384 140,616 Total $ 200,850 $ 542,858 $ 553,266 $ 1,757,804 Debt conversions The following table illustrates the debt converted and the associated gain or loss: Schedule of Debt Conversions Note Conversion Date Shares issued in conversion Fair value of shares Face Value Accrued Interest Total Debt Derivative liability Net (gain) / loss Note 7 April 14, 2022 35,873,156 $ 82,508 $ 40,000 $ 6,707 $ 46,707 $ 45,869 $ (10,068 ) Note 35 April 28, 2022 20,000,000 32,000 20,000 – 20,000 20,685 (8,685 ) Note 35 May 5, 2022 37,631,579 48,921 26,800 1,800 28,600 33,022 (12,701 ) Note 8 May 10, 2022 42,813,737 51,377 26,000 3,670 29,670 26,202 (4,495 ) Note 8 May 25, 2022 47,230,793 28,338 13,000 1,877 14,877 10,638 2,823 Note 8 June 6, 2022 64,261,540 64,262 20,000 2,941 22,941 41,730 (409 ) 247,810,805 $ 307,406 $ 145,800 $ 16,995 $ 162,795 $ 178,146 $ (33,535 ) During the three months ended June 30, 2022, the Company repaid Note 27 in cash. The principal balance was $ 88,400 4,476 15,495 108,371 73,673 73,673 Between the gain on extinguishment of $ 33,535 107,208 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022: Schedule of derivative liabilities June 30, 2022 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 19,585,533,532 (6,911,764 ) Total 19,585,533,532 (6,911,764 ) The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2022: March 31, 2022 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 559,931,126 $ (3,831,191 ) Total 559,931,126 $ (3,831,191 ) The following table summarizes the effects on the Company’s (loss) gain associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended June 30, 2022 and 2021: June 30, June 30, 2022 2021 Compound embedded derivatives $ (2,809,276 ) $ 310,871 Day one derivative loss (194,323 ) – Total $ (3,003,599 ) $ 310,871 The Company’s Convertible Promissory Notes issued between October 4, 2019 and June 30, 2022 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: Schedule of significant inputs June 30, 2022 Quoted market price on valuation date $ 0.0006 Contractual conversion rate $ 0.0003 0.01 Contractual term to maturity 0.74 Years - 0.918 Years Market volatility: Equivalent Volatility 69.86% - 282.23% Interest rate 8.0 The following table reflects the issuances of compound embedded derivatives and the changes in fair value inputs and assumptions related to the compound embedded derivatives during the period ended June 30, 2022 March 31, 2022. Schedule of changes in fair value of derivatives June 30, March 31, 2022 2022 Beginning balance $ 3,831,191 $ 1,137,623 Issuances: Compound embedded derivatives 326,921 2,038,843 Conversions (178,146 ) (328,638 ) Derivative extinguished / debt repaid in cash (71,801 ) (243,300 ) Loss on changes in fair value inputs and assumptions reflected in income 2,809,276 1,181,178 Day one derivative expense 194,323 45,485 Total $ 6,911,764 $ 3,831,191 |
EQUITY
EQUITY | 3 Months Ended |
Jun. 30, 2022 | |
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 480,000,000 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. All 40,000,000 of Series B are issued and outstanding. Series B is convertible into 320,000,000 shares of common stock. The Series B 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 B Preferred Stock is entitled to 120 votes for each share of Series B Preferred Stock held by such shareholder. Common Stock Issuances for the three months ended June 30, 2022 On April 14, 2022, GS Capital converted $ 40,000 6,707 35,873,156 On April 28, 2022, Sixth Street Lending converted $ 20,000 20,000,000 On May 5, 2022, 1800 Diagonal Lending converted $ 26,800 1,800 37,631,579 On May 10, 2022, GS Capital converted $ 26,000 3,670 42,813,737 On May 25, 2022, GS Capital converted $ 13,000 1,877 47,230,793 On June 6, 2022, GS Capital converted $ 20,000 2,941 64,261,540 Common Stock Issuances for the three months ended June 30, 2021 On April 1, 2021, the Company issued 50,000,000 200,000 On April 10, 2021, the Company issued 25,000,000 100,000 On April 14, 2021, the Company issued 13,750,000 55,000 On May 13, 2021, the Company issued 50,000,000 200,000 On May 21, 2021, the Company issued 1,500,000 6,450 On May 21, 2021, the Company issued 2,000,000 8,600 On May 21, 2021, the Company issued 2,000,000 8,600 On June 3, 2021, the Company issued 25,000,000 100,000 On June 16, 2021, the Company issued 31,250,000 125,000 On June 25, 2021, the Company issued 25,000,000 100,000 |
LEASES
LEASES | 3 Months Ended |
Jun. 30, 2022 | |
Leases | |
LEASES | NOTE 12 – LEASES Tuscaloosa Lease In connection with the acquisition of Hillcrest Fitness LLC on December 1, 2021, the Company acquired a facilities lease at 6551 Highway 69 South, Tuscaloosa, AL 35405. The monthly 6,000 March 6, 2024 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 operating expenses on the statements of operations. Birmingham Lease In connection with the acquisition of Club Fitness LLC on April 1, 2021, the Company acquired a facility lease at 2520 Moody Parkway, Mood, AL 35004. The monthly 6,000 April 30, 2026 Tuscaloosa Additional Space Lease On November 1, 2021, the Company entered into a facilities lease (“Tuscaloosa Additional Space”) in Tuscaloosa, Alabama. The initial lease term is for five years, and the lease commencement date is December 1, 2021. The monthly 1,625 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 operating expenses on the statements of operations. Right-of-use asset is summarized below: Summary of right-of-use asset June 30, 2022 Tuscaloosa Additional Lease Office lease $ 77,119 Less: accumulated amortization (7,148 ) Right-of-use asset, net $ 69,971 Operating lease liability is summarized below: Summary of operating lease liability June 30, 2022 Tuscaloosa Lease Birmingham Lease Tuscaloosa Additional Lease Total Office lease $ 140,901 $ 230,382 $ 69,971 $ 441,254 Less: current portion (61,268 ) (51,898 ) (13,262 ) (126,428 ) Long term portion $ 79,633 $ 178,484 $ 56,709 $ 314,826 Maturity of the lease liability is as follows: Schedule of maturity of the lease liability June 30, 2022 Tuscaloosa Lease Birmingham Lease Tuscaloosa Additional Lease Total Fiscal year ending March 31, 2023 $ 54,000 $ 54,000 $ 14,625 $ 122,625 Fiscal year ending March 31, 2024 72,000 72,000 19,500 163,500 Fiscal year ending March 31, 2025 30,000 72,000 19,500 121,500 Fiscal year ending March 31, 2026 – 72,000 19,500 91,500 Fiscal year ending March 31, 2027 – 6,000 13,000 19,000 Present value discount (15,099 ) (45,618 ) (16,154 ) (76,871 ) Lease liability $ 140,901 $ 230,382 $ 69,971 $ 441,254 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements. The Company entered into an employment agreement with its Executive Vice President as of November 24, 2017. Under the terms of the agreement, the Company will be liable for severance and other payments under certain conditions. The employment agreement 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. On March 1, 2022, with Greg P. Bell abstaining, the board of directors of the Company approved the Chairman of the Board and Chief Executive Officer & President Agreement dated effective March 1, 2022, with Mr. Bell, the Company’s Chairman of the Board, CEO, and President. The agreement supersedes the previous agreement of the same title dated effective November 23, 2020. The term of the agreement is until Mr. Bell is removed from his executive positions by 80% of the voting control of the Company unless Mr. Bell is legally incapacitated (until legal capacity is regained), as determined by a court of competent jurisdiction or upon Mr. Bell’s death. Mr. Bell can terminate the agreement upon three months’ prior written notice to the Company. Pursuant to the agreement, Mr. Bell is entitled to an annual salary of $ 120,000 40,000,000 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 - SUBSEQUENT EVENTS Convertible Promissory Notes On August 16, 2022, the Company issued 73,803,875 shares of stock to GS Capital in exchange for the conversion of $20,000 of principal and $3,248 of accrued interest related to convertible notes payable. Notes payable On July 7, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to Mast Hill Fund, LP a Promissory Note in the aggregate principal amount of $483,000.00. The Note has a maturity date of July 7, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $33,810.00 commencing on the ninetieth (90 th On August 11, 2022, the Company entered into an Agreement with Mast Hill Fund, LP pursuant to which the Company issued to Mast Hill Fund, LP a Promissory Note in the aggregate principal amount of $57,777.78. The Note has a maturity date of August 11, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $5,777.75 commencing on the ninetieth (90 th On August 26, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $66,000. The Note has a maturity date of August 26, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $7,128 commencing on the ninetieth (90 th On September 9, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $55,000. The Note has a maturity date of September 9, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $5,940 commencing on the ninetieth (90 th On September 16, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $55,000. The Note has a maturity date of September 16, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $5,940 commencing on the ninetieth (90 th On September 23, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $135,000. The Note has a maturity date of September 23, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $14,580 commencing on the ninetieth (90 th Assets On July 27, 2022, the Company disposed of One More Gym Merrillville, LLC in a sale of the assets. The Company received cash of $15,000 in exchange for the net assets totaling $36,299. This generated a loss on sale of assets of $21,299. On July 27, 2022, the Company disposed of One More Gym Valparaiso, LLC in a sale of the assets. The Company received cash of 25,000 in exchange for the net assets totaling $71,452. This generated a loss on sale of assets of $46,452. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2022 | |
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 the consolidated 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, the valuation of long-lived and intangible assets 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 no |
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,” and ASC 815. |
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 |
Assets Held for Sale | Assets Held for Sale We consider properties to be Assets held for sale when management approves and commits to a plan to dispose of a property or group of properties. The property held for sale prior to the sale date is separately presented on the balance sheets as Net assets held for sale. During the fourth quarter of fiscal 2022 management initiated the sale of the gyms located in Indiana: One More Gym, LLC, One More Gym Valparaiso and One More Gym Merrillville. During the three months ended June 30, 2022 the Company completed the sale of ONE More Gym, LLC for cash proceeds of $ 40,000 |
Long-Lived Assets | Long-Lived Assets Management reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. For assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured using fair value. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. |
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. Revenue associated with B2FS (Fight Club) consist primarily of 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 Revenues in connection with Company owned Fitness Clubs consist primarily of monthly membership dues and ancillary products. Monthly membership dues are recognized during the monthly membership period and any dues paid not correlating to the current period are recorded in deferred revenue. Ancillary products are recorded in the period the services or products are delivered. |
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 June 30, 2022, 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, consequently, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, revenue processed through the Company's payment processor are guaranteed further mitigating Credit Risk. |
Earnings Per Share (EPS) | Earnings Per Share (EPS) The Company utilize FASB ASC 260, Earnings per Share 19,585,533,532 The following table sets for the computation of basic and diluted earnings per share for the three months ended June 30, 2022 and 2021: Schedule of Earnings Per Share, Basic and Diluted June 30, 2022 June 30, 2021 Basic and diluted Net loss $ (5,569,642 ) $ (1,061,347 ) Net loss per share Basic $ (0.003 ) $ (0.001 ) Diluted $ (0.003 ) $ (0.001 ) Weighted average number of shares outstanding: Basic & diluted 1,981,717,164 1,207,948,242 |
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 and stock awards, whether held by employees or others. As of June 30, 2022, there were no options outstanding. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) During the three months ended June 30, 2021, the Company recorded $ 23,650 |
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 August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. 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. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted June 30, 2022 June 30, 2021 Basic and diluted Net loss $ (5,569,642 ) $ (1,061,347 ) Net loss per share Basic $ (0.003 ) $ (0.001 ) Diluted $ (0.003 ) $ (0.001 ) Weighted average number of shares outstanding: Basic & diluted 1,981,717,164 1,207,948,242 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of net sales by revenue type | Schedule of net sales by revenue type For the three months ended June 30, June 30, 2022 2021 Live events $ 337,822 $ 235,591 Gym revenue 362,519 333,174 Net sales $ 700,341 $ 568,765 |
Schedule of deferred revenue | Schedule of deferred revenue As of June 30, June 30, 2022 2021 Balance at beginning of year $ 104,704 $ 119,504 Deferral of revenue 303,857 169,798 Recognition of unearned revenue (359,775 ) (204,694 ) Balance at June 30 $ 48,786 $ 84,608 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment June 30, 2022 March 31, 2022 Gym equipment $ 229,821 $ 229,821 Cages 151,009 151,009 Event assets 122,795 122,795 Furniture and fixtures 19,366 19,366 Production truck gear 11,740 11,740 Production equipment 80,965 80,965 Venue lighting system 38,266 38,266 Leasehold improvements 135,301 126,851 Electronics hardware and software 191,299 181,720 Trucks trailers and vehicles 289,028 289,028 1,269,590 1,251,561 Less: accumulated depreciation (333,027 ) (267,344 ) $ 936,563 $ 984,217 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets As of As of June 30, March 31, Licenses $ 142,248 $ 142,248 Software/website development 12,585 12,585 Customer relationships 60,322 60,322 215,155 215,155 Less: accumulated amortization (176,016 ) (169,940 ) $ 39,139 $ 45,215 |
Schedule of amortization expense | Schedule of amortization expense Fiscal year ended March 31, 2023 $ 18,227 Fiscal year ended March 31, 2024 20,912 Total $ 39,139 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Notes Payable | |
Schedule of notes payable | Schedule of notes payable As of June 30, 2022 As of March 31, 2022 Notes Payable: SBA EIDL Loan $ 10,000 $ 10,000 SBA Loan Payable B2 Digital 97,200 97,200 GS Capital, LLC 303,000 153,000 SBA Loan (Hillcrest) 35,400 35,400 Advantage Platform 220,000 – Notes Payable – in default Emry Capital $14,000, 4% loan with principal and interest due April, 2021 14,000 14,000 WLES LP LLC $60,000, 5% loan due January 15, 2022 30,000 30,000 Total notes payable 709,600 339,600 Less: long-term – (30,000 ) Total $ 709,600 $ 309,600 |
CONVERTIBLE NOTE PAYABLE (Table
CONVERTIBLE NOTE PAYABLE (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Schedule of Convertible Notes Payable Note* Issuance Date Maturity Coupon Face Value Unamortized Carrying Value Note 8 8/04/2020 12/31/2022 8 $ 97,000 $ – $ 97,000 Note 9 10/02/2020 12/31/2022 8 205,000 – 205,000 Note 10 10/15/2020 12/31/2022 8 172,000 – 172,000 Note 11 11/02/2020 12/31/2022 8 69,000 – 69,000 Note 12 11/12/2020 12/31/2022 8 69,000 – 69,000 Note 14 12/10/2020 12/31/2022 8 80,000 – 80,000 Note 16 1/14/2021 12/31/2022 8 107,000 – 107,000 Note 17 1/27/2021 12/31/2022 8 60,000 – 60,000 Note 20 4/30/2021 12/31/2022 8 104,000 – 104,000 Note 21 5/25/2021 12/31/2022 8 104,000 – 104,000 Note 22 6/24/2021 12/31/2022 8 185,652 – 185,652 Note 24 7/24/2021 12/31/2022 8 265,000 6,839 258,161 Note 25 8/04/2021 12/31/2022 8 129,800 3,542 126,258 Note 26 8/11/2021 12/31/2022 8 151,500 4,001 147,499 Note 28 8/20/2021 12/31/2022 8 151,500 4,584 146,916 Note 29 8/30/2021 12/31/2022 8 140,650 6,914 133,736 Note 30 9/02/2021 12/31/2022 8 216,385 11,947 204,438 Note 31 9/17/2021 12/31/2022 8 270,480 12,919 257,561 Note 32 9/30/2021 12/31/2022 8 270,480 17,595 252,885 Note 34 10/26/2021 12/31/2022 8 270,480 22,985 247,495 Note 36 11/03/2021 12/31/2022 8 270,480 16,069 254,411 Note 37 11/16/2021 12/31/2022 8 324,576 63,398 261,178 Note 38 11/30/2021 12/31/2022 8 270,480 39,344 231,136 Note 39 12/10/2021 12/31/2022 8 601,000 88,760 512,240 Note 40 12/15/2021 12/31/2022 8 270,480 44,017 226,463 Note 41 12/23/2021 12/23/2022 8 54,100 9,667 44,433 Note 42 1/04/2022 1/04/2023 8 270,480 23,045 247,435 Note 43 1/12/2022 1/12/2023 8 300,000 221,695 78,305 Note 44 1/19/2022 1/19/2023 8 270,480 33,573 236,907 Note 45 2/02/2022 2/02/2023 8 270,480 26,502 243,978 Note 46 2/03/2022 2/03/2023 8 425,000 314,068 110,932 Note 47 2/15/2022 2/15/2023 8 270,480 20,293 250,187 Note 48 2/24/2022 2/24/2023 8 211,640 156,399 55,241 Note 49 3/01/2022 3/01/2023 8 120,000 94,147 25,853 Note 50 3/01/2022 3/01/2023 8 270,480 27,771 242,709 Note 51 3/16/2022 3/16/2023 8 270,480 26,476 244,004 Note 52 3/22/2022 3/22/2023 8 120,000 98,661 21,339 Note 53 4/01/2022 4/01/2023 8 135,240 12,936 122,304 Note 54 4/01/2022 4/01/2023 8 270,480 25,402 245,078 Note 55 4/04/2022 4/04/2023 8 92,040 78,530 13,510 Note 56 4/15/2022 4/15/2023 8 270,480 27,618 242,862 Note 57 4/29/2022 4/29/2023 8 270,480 21,093 249,387 Note 58 5/05/2022 5/05/2023 8 66,100 56,398 9,702 Note 59 5/31/2022 5/31/2023 8 160,000 140,616 19,384 Total $ 8,974,383 $ 1,757,804 $ 7,216,579 |
Schedule of amortization expense, interest expense and accrued interest on debt | Schedule of amortization expense, interest expense and accrued interest on debt Note Interest Expense Accrued Interest Amortization of Debt Discount Unamortized Note 7 $ – $ 11,420 $ – $ – Note 8 10,991 36,746 – – Note 9 9,200 43,797 – – Note 10 7,719 35,644 – – Note 11 3,096 13,687 – – Note 12 3,096 13,346 – – Note 14 3,590 14,369 – – Note 15 – – – – Note 16 3,746 16,317 – – Note 17 2,693 9,357 – – Note 18 – – – – Note 19 – – – – Note 20 2,074 9,710 339 – Note 21 2,074 9,141 1,039 – Note 22 3,703 15,096 16,440 – Note 24 5,285 19,632 19,476 6,839 Note 25 2,589 9,388 10,057 3,542 Note 26 3,022 10,725 11,379 4,001 Note 27 78 – 12,288 – Note 28 3,022 10,427 12,936 4,584 Note 29 2,805 9,372 9,739 6,914 Note 30 4,316 14,275 16,695 11,947 Note 31 5,395 17,844 18,231 12,919 Note 32 5,395 16,184 16,450 17,595 Note 34 5,395 15,058 15,947 22,985 Note 35 200 – 34,584 – Note 36 5,395 14,169 11,422 16,069 Note 37 6,474 16,078 31,928 63,398 Note 38 5,395 12,568 20,803 39,344 Note 39 11,987 27,926 46,833 88,760 Note 40 5,395 11,679 22,893 44,017 Note 41 1,079 2,241 4,165 9,667 Note 42 5,395 10,493 9,265 23,045 Note 43 5,984 11,178 34,271 221,695 Note 44 5,395 9,604 13,081 33,573 Note 45 5,395 8,774 10,548 26,502 Note 46 8,477 13,693 48,550 314,068 Note 47 5,395 8,003 8,224 20,293 Note 48 4,221 5,845 24,177 156,399 Note 49 2,393 3,182 11,315 94,147 Note 50 5,395 7,173 9,663 27,771 Note 51 5,395 6,284 9,246 26,476 Note 52 2,393 2,630 9,339 98,661 Note 53 2,668 2,668 4,031 12,936 Note 54 5,335 5,335 7,926 25,402 Note 55 1,755 1,755 4,306 78,530 Note 56 4,506 4,506 5,176 27,618 Note 57 3,676 3,676 4,028 21,093 Note 58 811 811 3,092 56,398 Note 59 1,052 1,052 3,384 140,616 Total $ 200,850 $ 542,858 $ 553,266 $ 1,757,804 |
Schedule of Debt Conversions | Schedule of Debt Conversions Note Conversion Date Shares issued in conversion Fair value of shares Face Value Accrued Interest Total Debt Derivative liability Net (gain) / loss Note 7 April 14, 2022 35,873,156 $ 82,508 $ 40,000 $ 6,707 $ 46,707 $ 45,869 $ (10,068 ) Note 35 April 28, 2022 20,000,000 32,000 20,000 – 20,000 20,685 (8,685 ) Note 35 May 5, 2022 37,631,579 48,921 26,800 1,800 28,600 33,022 (12,701 ) Note 8 May 10, 2022 42,813,737 51,377 26,000 3,670 29,670 26,202 (4,495 ) Note 8 May 25, 2022 47,230,793 28,338 13,000 1,877 14,877 10,638 2,823 Note 8 June 6, 2022 64,261,540 64,262 20,000 2,941 22,941 41,730 (409 ) 247,810,805 $ 307,406 $ 145,800 $ 16,995 $ 162,795 $ 178,146 $ (33,535 ) |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities | Schedule of derivative liabilities June 30, 2022 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 19,585,533,532 (6,911,764 ) Total 19,585,533,532 (6,911,764 ) The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2022: March 31, 2022 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 559,931,126 $ (3,831,191 ) Total 559,931,126 $ (3,831,191 ) The following table summarizes the effects on the Company’s (loss) gain associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended June 30, 2022 and 2021: June 30, June 30, 2022 2021 Compound embedded derivatives $ (2,809,276 ) $ 310,871 Day one derivative loss (194,323 ) – Total $ (3,003,599 ) $ 310,871 |
Schedule of significant inputs | Schedule of significant inputs June 30, 2022 Quoted market price on valuation date $ 0.0006 Contractual conversion rate $ 0.0003 0.01 Contractual term to maturity 0.74 Years - 0.918 Years Market volatility: Equivalent Volatility 69.86% - 282.23% Interest rate 8.0 |
Schedule of changes in fair value of derivatives | Schedule of changes in fair value of derivatives June 30, March 31, 2022 2022 Beginning balance $ 3,831,191 $ 1,137,623 Issuances: Compound embedded derivatives 326,921 2,038,843 Conversions (178,146 ) (328,638 ) Derivative extinguished / debt repaid in cash (71,801 ) (243,300 ) Loss on changes in fair value inputs and assumptions reflected in income 2,809,276 1,181,178 Day one derivative expense 194,323 45,485 Total $ 6,911,764 $ 3,831,191 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Leases | |
Summary of right-of-use asset | Summary of right-of-use asset June 30, 2022 Tuscaloosa Additional Lease Office lease $ 77,119 Less: accumulated amortization (7,148 ) Right-of-use asset, net $ 69,971 |
Summary of operating lease liability | Summary of operating lease liability June 30, 2022 Tuscaloosa Lease Birmingham Lease Tuscaloosa Additional Lease Total Office lease $ 140,901 $ 230,382 $ 69,971 $ 441,254 Less: current portion (61,268 ) (51,898 ) (13,262 ) (126,428 ) Long term portion $ 79,633 $ 178,484 $ 56,709 $ 314,826 |
Schedule of maturity of the lease liability | Schedule of maturity of the lease liability June 30, 2022 Tuscaloosa Lease Birmingham Lease Tuscaloosa Additional Lease Total Fiscal year ending March 31, 2023 $ 54,000 $ 54,000 $ 14,625 $ 122,625 Fiscal year ending March 31, 2024 72,000 72,000 19,500 163,500 Fiscal year ending March 31, 2025 30,000 72,000 19,500 121,500 Fiscal year ending March 31, 2026 – 72,000 19,500 91,500 Fiscal year ending March 31, 2027 – 6,000 13,000 19,000 Present value discount (15,099 ) (45,618 ) (16,154 ) (76,871 ) Lease liability $ 140,901 $ 230,382 $ 69,971 $ 441,254 |
ACCOUNTING POLICIES (Details)
ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Net loss | $ (5,569,642) | $ (1,061,347) |
Net loss per share | ||
Basic | $ (0.003) | $ (0.001) |
Diluted | $ (0.003) | $ (0.001) |
Weighted Average Number Of Shares Outstanding Basic | 1,981,717,164 | 1,207,948,242 |
Weighted Average Number Of Shares Outstanding Diluted | 1,981,717,164 | 1,207,948,242 |
ACCOUNTING POLICIES (Details Na
ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | |||
Cash in excess of FDIC limit | $ 0 | $ 0 | |
Property useful life | 3 to 7 years | ||
Proceeds from sale of asset | $ 40,000 | ||
Anti-dilutive securities | 19,585,533,532 | ||
Stock-compensation expense | $ 23,650 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net Income (Loss) Attributable to Parent | $ (5,569,642) | $ (1,061,347) | ||
Net Cash Provided by (Used in) Operating Activities | 1,464,688 | 1,045,826 | ||
[custom:WorkingCapital-0] | (16,283,881) | |||
Retained Earnings (Accumulated Deficit) | (26,043,709) | $ (20,474,067) | ||
Stockholders' Equity Attributable to Parent | $ (15,466,508) | $ (1,688,953) | $ (10,204,271) | $ (1,533,336) |
REVENUE (Details - Net sales by
REVENUE (Details - Net sales by revenue type) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 700,341 | $ 568,765 |
Live Events [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 337,822 | 235,591 |
Gym [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 362,519 | $ 333,174 |
REVENUE (Details - Deferred rev
REVENUE (Details - Deferred revenue) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Balance at beginning of year | $ 104,704 | $ 119,504 |
Deferral of revenue | 303,857 | 169,798 |
Recognition of unearned revenue | (359,775) | (204,694) |
Balance at end of year | $ 48,786 | $ 84,608 |
REVENUE (Details Narrative)
REVENUE (Details Narrative) - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||
Contract with Customer, Liability, Current | $ 48,786 | $ 84,608 | $ 104,704 | $ 119,504 |
Recognition of unearned revenue | $ 359,775 | $ 204,694 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,269,590 | $ 1,251,561 |
Less: accumulated depreciation | (333,027) | (267,344) |
Total fixed assets | 936,563 | 984,217 |
Gym Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 229,821 | 229,821 |
Cages [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 151,009 | 151,009 |
Event Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 122,795 | 122,795 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 19,366 | 19,366 |
Production Truck Gear [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 11,740 | 11,740 |
Production Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 80,965 | 80,965 |
Venue Lighting System [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 38,266 | 38,266 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 135,301 | 126,851 |
Electronics [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 191,299 | 181,720 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 289,028 | $ 289,028 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 65,683 | $ 61,859 |
INTANGIBLE ASSETS (Details - In
INTANGIBLE ASSETS (Details - Intangible assets, net) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 215,155 | $ 215,155 |
Less: accumulated amortization | (176,016) | (169,940) |
Intangible assets net | 39,139 | 45,215 |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 142,248 | 142,248 |
Software Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 12,585 | 12,585 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 60,322 | $ 60,322 |
INTANGIBLE ASSETS (Details - Es
INTANGIBLE ASSETS (Details - Estimated amortization expense) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Fiscal year ended March 31, 2023 | $ 18,227 | |
Fiscal year ended March 31, 2024 | 20,912 | |
Total | $ 39,139 | $ 45,215 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2022 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets net | $ 6,076 | $ 26,190 |
BUSINESS DISPOSITION (Details N
BUSINESS DISPOSITION (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Business Disposition | ||
Dsposition received | $ 40,000 | |
Impairment loss | $ 86,099 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total notes payable | $ 709,600 | $ 339,600 |
Less: long-term | 0 | (30,000) |
Short-term | 709,600 | 309,600 |
GS Capital [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 153,000 | |
S B A Loan Hillcrest [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 35,400 | 35,400 |
Wles Lp [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 30,000 | 30,000 |
EIDL Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 10,000 | 10,000 |
B 2 Digital [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 97,200 | 97,200 |
GS Capital [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 303,000 | |
Advantage Platform [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | 220,000 | 0 |
Emry Capital [Member] | ||
Short-Term Debt [Line Items] | ||
Total notes payable | $ 14,000 | $ 14,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Advantage Platform [Member] | |
Short-Term Debt [Line Items] | |
Proceeds from Sale of Finance Receivables | $ 300,000 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details) | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Face Value | $ 8,974,383 |
Unamortized Discount | 1,757,804 |
Carrying Value | $ 7,216,579 |
Convertible Note 8 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Aug. 04, 2020 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 97,000 |
Unamortized Discount | 0 |
Carrying Value | $ 97,000 |
Convertible Note 9 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Oct. 02, 2020 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 205,000 |
Unamortized Discount | 0 |
Carrying Value | $ 205,000 |
Convertible Note 10 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Oct. 15, 2020 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 172,000 |
Unamortized Discount | 0 |
Carrying Value | $ 172,000 |
Convertible Note 11 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Nov. 02, 2020 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 69,000 |
Unamortized Discount | 0 |
Carrying Value | $ 69,000 |
Convertible Note 12 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Nov. 12, 2020 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 69,000 |
Unamortized Discount | 0 |
Carrying Value | $ 69,000 |
Convertible Note 14 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Dec. 10, 2020 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 80,000 |
Unamortized Discount | 0 |
Carrying Value | $ 80,000 |
Convertible Note 16 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jan. 14, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 107,000 |
Unamortized Discount | 0 |
Carrying Value | $ 107,000 |
Convertible Note 17 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jan. 27, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 60,000 |
Unamortized Discount | 0 |
Carrying Value | $ 60,000 |
Convertible Note 20 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Apr. 30, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 104,000 |
Unamortized Discount | 0 |
Carrying Value | $ 104,000 |
Convertible Note 21 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | May 25, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 104,000 |
Unamortized Discount | 0 |
Carrying Value | $ 104,000 |
Convertible Note 22 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jun. 24, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 185,652 |
Unamortized Discount | 0 |
Carrying Value | $ 185,652 |
Convertible Note 24 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jul. 24, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 265,000 |
Unamortized Discount | 6,839 |
Carrying Value | $ 258,161 |
Convertible Note 25 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Aug. 04, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 129,800 |
Unamortized Discount | 3,542 |
Carrying Value | $ 126,258 |
Convertible Note 26 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Aug. 11, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 151,500 |
Unamortized Discount | 4,001 |
Carrying Value | $ 147,499 |
Convertible Note 28 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Aug. 20, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 151,500 |
Unamortized Discount | 4,584 |
Carrying Value | $ 146,916 |
Convertible Note 29 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Aug. 30, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 140,650 |
Unamortized Discount | 6,914 |
Carrying Value | $ 133,736 |
Convertible Note 30 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Sep. 02, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 216,385 |
Unamortized Discount | 11,947 |
Carrying Value | $ 204,438 |
Convertible Note 31 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Sep. 17, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 12,919 |
Carrying Value | $ 257,561 |
Convertible Note 32 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Sep. 30, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 17,595 |
Carrying Value | $ 252,885 |
Convertible Note 34 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Oct. 26, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 22,985 |
Carrying Value | $ 247,495 |
Convertible Note 36 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Nov. 03, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 16,069 |
Carrying Value | $ 254,411 |
Convertible Note 37 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Nov. 16, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 324,576 |
Unamortized Discount | 63,398 |
Carrying Value | $ 261,178 |
Convertible Note 38 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Nov. 30, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 39,344 |
Carrying Value | $ 231,136 |
Convertible Note 39 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Dec. 10, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 601,000 |
Unamortized Discount | 88,760 |
Carrying Value | $ 512,240 |
Convertible Note 40 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Dec. 15, 2021 |
Maturity | Dec. 31, 2022 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 44,017 |
Carrying Value | $ 226,463 |
Convertible Note 41 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Dec. 23, 2021 |
Maturity | Dec. 23, 2022 |
Coupon | 8% |
Face Value | $ 54,100 |
Unamortized Discount | 9,667 |
Carrying Value | $ 44,433 |
Convertible Note 42 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jan. 04, 2022 |
Maturity | Jan. 04, 2023 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 23,045 |
Carrying Value | $ 247,435 |
Convertible Note 43 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jan. 12, 2022 |
Maturity | Jan. 12, 2023 |
Coupon | 8% |
Face Value | $ 300,000 |
Unamortized Discount | 221,695 |
Carrying Value | $ 78,305 |
Convertible Note 44 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jan. 19, 2022 |
Maturity | Jan. 19, 2023 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 33,573 |
Carrying Value | $ 236,907 |
Convertible Note 45 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Feb. 02, 2022 |
Maturity | Feb. 02, 2023 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 26,502 |
Carrying Value | $ 243,978 |
Convertible Note 46 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Feb. 03, 2022 |
Maturity | Feb. 03, 2023 |
Coupon | 8% |
Face Value | $ 425,000 |
Unamortized Discount | 314,068 |
Carrying Value | $ 110,932 |
Convertible Note 47 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Feb. 15, 2022 |
Maturity | Feb. 15, 2023 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 20,293 |
Carrying Value | $ 250,187 |
Convertible Note 48 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Feb. 24, 2022 |
Maturity | Feb. 24, 2023 |
Coupon | 8% |
Face Value | $ 211,640 |
Unamortized Discount | 156,399 |
Carrying Value | $ 55,241 |
Convertible Note 49 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Mar. 01, 2022 |
Maturity | Mar. 01, 2023 |
Coupon | 8% |
Face Value | $ 120,000 |
Unamortized Discount | 94,147 |
Carrying Value | $ 25,853 |
Convertible Note 50 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Mar. 01, 2022 |
Maturity | Mar. 01, 2023 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 27,771 |
Carrying Value | $ 242,709 |
Convertible Note 51 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Mar. 16, 2022 |
Maturity | Mar. 16, 2023 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 26,476 |
Carrying Value | $ 244,004 |
Convertible Note 52 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Mar. 22, 2022 |
Maturity | Mar. 22, 2023 |
Coupon | 8% |
Face Value | $ 120,000 |
Unamortized Discount | 98,661 |
Carrying Value | $ 21,339 |
Convertible Note 53 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Apr. 01, 2022 |
Maturity | Apr. 01, 2023 |
Coupon | 8% |
Face Value | $ 135,240 |
Unamortized Discount | 12,936 |
Carrying Value | $ 122,304 |
Convertible Note 54 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Apr. 01, 2022 |
Maturity | Apr. 01, 2023 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 25,402 |
Carrying Value | $ 245,078 |
Convertible Note 55 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Apr. 04, 2022 |
Maturity | Apr. 04, 2023 |
Coupon | 8% |
Face Value | $ 92,040 |
Unamortized Discount | 78,530 |
Carrying Value | $ 13,510 |
Convertible Note 56 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Apr. 15, 2022 |
Maturity | Apr. 15, 2023 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 27,618 |
Carrying Value | $ 242,862 |
Convertible Note 57 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Apr. 29, 2022 |
Maturity | Apr. 29, 2023 |
Coupon | 8% |
Face Value | $ 270,480 |
Unamortized Discount | 21,093 |
Carrying Value | $ 249,387 |
Convertible Note 58 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | May 05, 2022 |
Maturity | May 05, 2023 |
Coupon | 8% |
Face Value | $ 66,100 |
Unamortized Discount | 56,398 |
Carrying Value | $ 9,702 |
Convertible Note 59 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | May 31, 2022 |
Maturity | May 31, 2023 |
Coupon | 8% |
Face Value | $ 160,000 |
Unamortized Discount | 140,616 |
Carrying Value | $ 19,384 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details - Amortization expense, interest expense and accrued interest) | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Interest Expense | $ 200,850 |
Accrued Interest Balance | 542,858 |
Amortization of Debt Discount | 553,266 |
Unamortized Discount | 1,757,804 |
Convertible Note 7 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | |
Accrued Interest Balance | 11,420 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 8 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 10,991 |
Accrued Interest Balance | 36,746 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 9 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 9,200 |
Accrued Interest Balance | 43,797 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 10 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 7,719 |
Accrued Interest Balance | 35,644 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 11 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,096 |
Accrued Interest Balance | 13,687 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 12 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,096 |
Accrued Interest Balance | 13,346 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 14 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,590 |
Accrued Interest Balance | 14,369 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 15 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 0 |
Accrued Interest Balance | 0 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 16 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,746 |
Accrued Interest Balance | 16,317 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 17 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 2,693 |
Accrued Interest Balance | 9,357 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 18 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 0 |
Accrued Interest Balance | 0 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 19 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 0 |
Accrued Interest Balance | 0 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 20 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 2,074 |
Accrued Interest Balance | 9,710 |
Amortization of Debt Discount | 339 |
Unamortized Discount | 0 |
Convertible Note 21 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 2,074 |
Accrued Interest Balance | 9,141 |
Amortization of Debt Discount | 1,039 |
Unamortized Discount | 0 |
Convertible Note 22 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,703 |
Accrued Interest Balance | 15,096 |
Amortization of Debt Discount | 16,440 |
Unamortized Discount | 0 |
Convertible Note 24 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,285 |
Accrued Interest Balance | 19,632 |
Amortization of Debt Discount | 19,476 |
Unamortized Discount | 6,839 |
Convertible Note 25 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 2,589 |
Accrued Interest Balance | 9,388 |
Amortization of Debt Discount | 10,057 |
Unamortized Discount | 3,542 |
Convertible Note 26 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,022 |
Accrued Interest Balance | 10,725 |
Amortization of Debt Discount | 11,379 |
Unamortized Discount | 4,001 |
Convertible Note 27 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 78 |
Accrued Interest Balance | 0 |
Amortization of Debt Discount | 12,288 |
Unamortized Discount | 0 |
Convertible Note 28 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,022 |
Accrued Interest Balance | 10,427 |
Amortization of Debt Discount | 12,936 |
Unamortized Discount | 4,584 |
Convertible Note 29 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 2,805 |
Accrued Interest Balance | 9,372 |
Amortization of Debt Discount | 9,739 |
Unamortized Discount | 6,914 |
Convertible Note 30 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 4,316 |
Accrued Interest Balance | 14,275 |
Amortization of Debt Discount | 16,695 |
Unamortized Discount | 11,947 |
Convertible Note 31 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,395 |
Accrued Interest Balance | 17,844 |
Amortization of Debt Discount | 18,231 |
Unamortized Discount | 12,919 |
Convertible Note 32 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,395 |
Accrued Interest Balance | 16,184 |
Amortization of Debt Discount | 16,450 |
Unamortized Discount | 17,595 |
Convertible Note 34 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,395 |
Accrued Interest Balance | 15,058 |
Amortization of Debt Discount | 15,947 |
Unamortized Discount | 22,985 |
Convertible Note 35 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 200 |
Accrued Interest Balance | 0 |
Amortization of Debt Discount | 34,584 |
Unamortized Discount | 0 |
Convertible Note 36 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,395 |
Accrued Interest Balance | 14,169 |
Amortization of Debt Discount | 11,422 |
Unamortized Discount | 16,069 |
Convertible Note 37 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 6,474 |
Accrued Interest Balance | 16,078 |
Amortization of Debt Discount | 31,928 |
Unamortized Discount | 63,398 |
Convertible Note 38 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,395 |
Accrued Interest Balance | 12,568 |
Amortization of Debt Discount | 20,803 |
Unamortized Discount | 39,344 |
Convertible Note 39 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 11,987 |
Accrued Interest Balance | 27,926 |
Amortization of Debt Discount | 46,833 |
Unamortized Discount | 88,760 |
Convertible Note 40 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,395 |
Accrued Interest Balance | 11,679 |
Amortization of Debt Discount | 22,893 |
Unamortized Discount | 44,017 |
Convertible Note 41 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,079 |
Accrued Interest Balance | 2,241 |
Amortization of Debt Discount | 4,165 |
Unamortized Discount | 9,667 |
Convertible Note 42 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,395 |
Accrued Interest Balance | 10,493 |
Amortization of Debt Discount | 9,265 |
Unamortized Discount | 23,045 |
Convertible Note 43 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,984 |
Accrued Interest Balance | 11,178 |
Amortization of Debt Discount | 34,271 |
Unamortized Discount | 221,695 |
Convertible Note 44 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,395 |
Accrued Interest Balance | 9,604 |
Amortization of Debt Discount | 13,081 |
Unamortized Discount | 33,573 |
Convertible Note 45 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,395 |
Accrued Interest Balance | 8,774 |
Amortization of Debt Discount | 10,548 |
Unamortized Discount | 26,502 |
Convertible Note 46 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 8,477 |
Accrued Interest Balance | 13,693 |
Amortization of Debt Discount | 48,550 |
Unamortized Discount | 314,068 |
Convertible Note 47 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,395 |
Accrued Interest Balance | 8,003 |
Amortization of Debt Discount | 8,224 |
Unamortized Discount | 20,293 |
Convertible Note 48 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 4,221 |
Accrued Interest Balance | 5,845 |
Amortization of Debt Discount | 24,177 |
Unamortized Discount | 156,399 |
Convertible Note 49 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 2,393 |
Accrued Interest Balance | 3,182 |
Amortization of Debt Discount | 11,315 |
Unamortized Discount | 94,147 |
Convertible Note 50 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,395 |
Accrued Interest Balance | 7,173 |
Amortization of Debt Discount | 9,663 |
Unamortized Discount | 27,771 |
Convertible Note 51 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,395 |
Accrued Interest Balance | 6,284 |
Amortization of Debt Discount | 9,246 |
Unamortized Discount | 26,476 |
Convertible Note 52 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 2,393 |
Accrued Interest Balance | 2,630 |
Amortization of Debt Discount | 9,339 |
Unamortized Discount | 98,661 |
Convertible Note 53 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 2,668 |
Accrued Interest Balance | 2,668 |
Amortization of Debt Discount | 4,031 |
Unamortized Discount | 12,936 |
Convertible Note 54 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 5,335 |
Accrued Interest Balance | 5,335 |
Amortization of Debt Discount | 7,926 |
Unamortized Discount | 25,402 |
Convertible Note 55 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,755 |
Accrued Interest Balance | 1,755 |
Amortization of Debt Discount | 4,306 |
Unamortized Discount | 78,530 |
Convertible Note 56 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 4,506 |
Accrued Interest Balance | 4,506 |
Amortization of Debt Discount | 5,176 |
Unamortized Discount | 27,618 |
Convertible Note 57 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,676 |
Accrued Interest Balance | 3,676 |
Amortization of Debt Discount | 4,028 |
Unamortized Discount | 21,093 |
Convertible Note 58 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 811 |
Accrued Interest Balance | 811 |
Amortization of Debt Discount | 3,092 |
Unamortized Discount | 56,398 |
Convertible Note 59 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,052 |
Accrued Interest Balance | 1,052 |
Amortization of Debt Discount | 3,384 |
Unamortized Discount | $ 140,616 |
CONVERTIBLE NOTE PAYABLE (Det_2
CONVERTIBLE NOTE PAYABLE (Details-debt converted) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||
Jun. 06, 2022 | Jun. 06, 2022 | May 25, 2022 | May 10, 2022 | May 10, 2022 | May 05, 2022 | Apr. 14, 2022 | May 25, 2022 | Apr. 28, 2022 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||||||||
Shares issued in conversion | 247,810,805 | |||||||||
Fair value of shares | $ 307,406 | |||||||||
Face Value | 145,800 | |||||||||
Accrued Interest | 16,995 | |||||||||
Total Debt | 162,795 | |||||||||
Derivative liability | 178,146 | |||||||||
Net (gain)/ loss | $ (33,535) | |||||||||
Convertible Note 7 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion Date | Apr. 14, 2022 | |||||||||
Shares issued in conversion | 37,631,579 | 35,873,156 | ||||||||
Fair value of shares | $ 51,377 | $ 51,377 | $ 82,508 | |||||||
Face Value | 40,000 | |||||||||
Accrued Interest | 6,707 | |||||||||
Total Debt | 46,707 | |||||||||
Derivative liability | 45,869 | |||||||||
Net (gain)/ loss | $ (10,068) | |||||||||
Convertible Note 35 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion Date | May 05, 2022 | Apr. 28, 2022 | ||||||||
Shares issued in conversion | 20,000,000 | |||||||||
Fair value of shares | $ 48,921 | $ 32,000 | ||||||||
Face Value | 26,800 | 20,000 | ||||||||
Accrued Interest | 1,800 | 0 | ||||||||
Total Debt | 28,600 | 20,000 | ||||||||
Derivative liability | 33,022 | 20,685 | ||||||||
Net (gain)/ loss | $ (12,701) | $ (8,685) | ||||||||
Convertible Note 8 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Conversion Date | Jun. 06, 2022 | Jun. 06, 2022 | May 25, 2022 | May 10, 2022 | May 10, 2022 | May 25, 2022 | ||||
Shares issued in conversion | 64,261,540 | 42,813,737 | 47,230,793 | |||||||
Fair value of shares | $ 64,262 | $ 64,262 | $ 28,338 | $ 28,338 | ||||||
Face Value | 20,000 | 20,000 | 13,000 | $ 26,000 | $ 26,000 | 13,000 | ||||
Accrued Interest | 2,941 | 1,877 | 3,670 | |||||||
Total Debt | 22,941 | 22,941 | 14,877 | 29,670 | 29,670 | 14,877 | ||||
Derivative liability | 41,730 | $ 41,730 | $ 10,638 | 26,202 | $ 26,202 | 10,638 | ||||
Net (gain)/ loss | $ (409) | $ (4,495) | $ 2,823 |
CONVERTIBLE NOTE PAYABLE (Det_3
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Apr. 04, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Convertible notes payable | $ 7,216,579 | |||
Gain on extinguishment | 33,535 | |||
Debt face amount | 8,974,383 | |||
Net proceeds | 1,167,230 | $ 370,181 | ||
Legal fees | $ 7,000 | |||
Conversion rate | $ 0.002 | |||
Repayments of Convertible Debt | $ 108,371 | 65,372 | ||
Derivative liability | $ 1,137,623 | |||
[custom:GainOnExtinguishmentOfDebt] | 107,208 | $ 80,741 | ||
Convertible Note 27 [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible notes payable | $ 88,400 | |||
Gain on extinguishment | 71,799 | |||
Convertible Note 1 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | 1,264,820 | |||
Original issue discount | 90,590 | |||
Convertible Notes 1 [Member] | ||||
Debt Instrument [Line Items] | ||||
Net proceeds | 1,167,230 | |||
Convertible Note 13 [Member] | ||||
Debt Instrument [Line Items] | ||||
Gain on extinguishment | 73,673 | |||
Debt face amount | 88,400 | |||
Interest Payable | 4,476 | |||
Prepayment fee | 15,495 | |||
Repayments of Convertible Debt | 108,371 | |||
Derivative liability | $ 73,673 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details - Derivative liabilities) - USD ($) | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Compound embedded derivatives, shares | 19,585,533,532 | 559,931,126 | |
Compound embedded derivatives, value | $ (6,911,764) | $ (3,831,191) | |
Derivative, Gain (Loss) on Derivative, Net | (194,323) | ||
Derivative, Gain (Loss) on Derivative, Net | (3,003,599) | 310,871 | |
Compound Embedded Derivatives [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | (2,809,276) | 310,871 | |
Day One Derivative Loss [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | $ (194,323) | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details - Significant inputs) | 3 Months Ended |
Jun. 30, 2022 $ / shares | |
Derivative [Line Items] | |
Quoted market price on valuation date | 0.0006 |
Contractual term to maturity | 0.74 Years - 0.918 Years |
Equivalent Volatility | 69.86% - 282.23% |
Interest rate | 8% |
Minimum [Member] | |
Derivative [Line Items] | |
Contractual conversion rate | $ 0.0003 |
Maximum [Member] | |
Derivative [Line Items] | |
Contractual conversion rate | $ 0.01 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS (Details - Change in fair value) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning balance | $ 3,831,191 | |
Derivative liabilities, beginning balance | $ 1,137,623 | |
Compound embedded derivatives | 326,921 | 2,038,843 |
Conversions | (178,146) | (328,638) |
Derivative extinguished / debt repaid in cash | (71,801) | (243,300) |
Loss (gain) on changes in fair value inputs and assumptions reflected in income | 2,809,276 | |
Loss (gain) on changes in fair value inputs and assumptions reflected in income | 1,181,178 | |
Day one derivative expense | 194,323 | 45,485 |
Derivative liabilities, ending balance | $ 6,911,764 | $ 3,831,191 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Jun. 06, 2022 | May 25, 2022 | May 10, 2022 | May 05, 2022 | Apr. 14, 2022 | Jun. 25, 2021 | Jun. 16, 2021 | Jun. 03, 2021 | May 21, 2021 | May 13, 2021 | Apr. 14, 2021 | Apr. 10, 2021 | Apr. 02, 2021 | Apr. 28, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | |
Class of Stock [Line Items] | |||||||||||||||||
Preferred Stock, Voting Rights | Series B Preferred Stock is entitled to 120 votes for each share of Series B Preferred Stock held by such shareholder. | ||||||||||||||||
Number of shares converted, value | $ 178,146 | $ 328,638 | |||||||||||||||
Stock issued for services, value | $ 23,650 | ||||||||||||||||
GS Capital [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Debt conversion shares issued | 64,261,540 | 47,230,793 | 42,813,737 | 35,873,156 | |||||||||||||
GS Capital [Member] | Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued for conversion of note, shares | 31,250,000 | 50,000,000 | 13,750,000 | 50,000,000 | |||||||||||||
Stock issued conversion of note, amount | $ 125,000 | $ 200,000 | $ 55,000 | $ 200,000 | |||||||||||||
GS Capital [Member] | Principal [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares converted, value | $ 20,000 | $ 13,000 | $ 26,000 | $ 40,000 | |||||||||||||
GS Capital [Member] | Accrued Interest [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares converted, value | $ 2,941 | $ 1,877 | $ 3,670 | $ 6,707 | |||||||||||||
Sixth Street Lending [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Debt conversion shares issued | 20,000,000 | ||||||||||||||||
Sixth Street Lending [Member] | Principal [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares converted, value | $ 20,000 | ||||||||||||||||
Diagonal Lending 1800 [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Debt conversion shares issued | 37,631,579 | ||||||||||||||||
Diagonal Lending 1800 [Member] | Principal [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares converted, value | $ 26,800 | ||||||||||||||||
Diagonal Lending 1800 [Member] | Accrued Interest [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of shares converted, value | $ 1,800 | ||||||||||||||||
A E S Capital [Member] | Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued for conversion of note, shares | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||
Stock issued conversion of note, amount | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||||
Rex Chan [Member] | Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issuance of common stock for services | 1,500,000 | ||||||||||||||||
Stock issued for services, value | $ 6,450 | ||||||||||||||||
B M Giancarlo [Member] | Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issuance of common stock for services | 2,000,000 | ||||||||||||||||
Stock issued for services, value | $ 8,600 | ||||||||||||||||
Carlos Diaz [Member] | Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issuance of common stock for services | 2,000,000 | ||||||||||||||||
Stock issued for services, value | $ 8,600 |
LEASES (Details - Right-of-use
LEASES (Details - Right-of-use asset) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
Right-of-use asset, net | $ 69,971 | $ 73,085 |
Tuscaloosa Lease Additional [Member] | ||
[custom:OfficeLeaseAssetsGross-0] | 77,119 | |
Less: accumulated amortization | (7,148) | |
Right-of-use asset, net | $ 69,971 |
LEASES (Details - Operating lea
LEASES (Details - Operating lease liability) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 |
Office lease | $ 441,254 | |
Less: current portion | (126,428) | $ (123,319) |
Long term portion | 314,826 | $ 347,623 |
Tuscaloosa Lease [Member] | ||
Office lease | 140,901 | |
Less: current portion | (61,268) | |
Long term portion | 79,633 | |
Birmingham Lease [Member] | ||
Office lease | 230,382 | |
Less: current portion | (51,898) | |
Long term portion | 178,484 | |
Tuscaloosa Lease Additional [Member] | ||
Office lease | 69,971 | |
Less: current portion | (13,262) | |
Long term portion | $ 56,709 |
LEASES (Details - Maturity leas
LEASES (Details - Maturity lease liability) | Jun. 30, 2022 USD ($) |
Fiscal year ending March 31, 2023 | $ 122,625 |
Fiscal year ending March 31, 2024 | 163,500 |
Fiscal year ending March 31, 2025 | 121,500 |
Fiscal year ending March 31, 2026 | 91,500 |
Fiscal year ending March 31, 2027 | 19,000 |
Present value discount | (76,871) |
Lease liability | 441,254 |
Tuscaloosa Lease [Member] | |
Fiscal year ending March 31, 2023 | 54,000 |
Fiscal year ending March 31, 2024 | 72,000 |
Fiscal year ending March 31, 2025 | 30,000 |
Fiscal year ending March 31, 2026 | 0 |
Fiscal year ending March 31, 2027 | 0 |
Present value discount | (15,099) |
Lease liability | 140,901 |
Birmingham Lease [Member] | |
Fiscal year ending March 31, 2023 | 54,000 |
Fiscal year ending March 31, 2024 | 72,000 |
Fiscal year ending March 31, 2025 | 72,000 |
Fiscal year ending March 31, 2026 | 72,000 |
Fiscal year ending March 31, 2027 | 6,000 |
Present value discount | (45,618) |
Lease liability | 230,382 |
Tuscaloosa Additional Space Lease [Member] | |
Fiscal year ending March 31, 2023 | 14,625 |
Fiscal year ending March 31, 2024 | 19,500 |
Fiscal year ending March 31, 2025 | 19,500 |
Fiscal year ending March 31, 2026 | 19,500 |
Fiscal year ending March 31, 2027 | 13,000 |
Present value discount | (16,154) |
Lease liability | $ 69,971 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Tuscaloosa Lease [Member] | |
Debt Instrument, Frequency of Periodic Payment | monthly |
Monthly lease payments | $ 6,000 |
Lease expiration date | Mar. 06, 2024 |
Birmingham Lease [Member] | |
Debt Instrument, Frequency of Periodic Payment | monthly |
Monthly lease payments | $ 6,000 |
Lease expiration date | Apr. 30, 2026 |
Tuscaloosa Additional Space Lease [Member] | |
Debt Instrument, Frequency of Periodic Payment | monthly |
Monthly lease payments | $ 1,625 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Annual salary | $ | $ 120,000 |
Shares issued | shares | 40,000,000 |