Cover
Cover - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Jun. 28, 2022 | Sep. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Mar. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity File Number | 000-54030 | ||
Entity Registrant Name | NATURALSHRIMP INCORPORATED | ||
Entity Central Index Key | 0001465470 | ||
Entity Tax Identification Number | 74-3262176 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 5501 LBJ Freeway | ||
Entity Address, Address Line Two | Suite 450 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75240 | ||
City Area Code | (888) | ||
Local Phone Number | 791-9474 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 225,646,146 | ||
Entity Common Stock, Shares Outstanding | 737,697,070 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 73 | ||
Auditor Name | Turner, Stone & Company, L.L.P. | ||
Auditor Location | Dallas, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Current assets | ||
Cash | $ 1,734,040 | $ 155,795 |
Accounts receivable | 14,385 | |
Escrow account | 1,500,000 | |
Inventory | 69,170 | |
Prepaid expenses | 1,511,546 | 655,339 |
Total current assets | 4,829,141 | 811,134 |
Fixed assets, net | 14,798,103 | 12,236,557 |
Other assets | ||
Construction-in-process | 1,087,101 | 1,873,219 |
Patents, net | 6,658,500 | |
License Agreement, net | 10,222,376 | |
Right of Use asset | 282,753 | 275,400 |
Deposits | 20,633 | 20,633 |
Total other assets | 18,271,363 | 2,169,252 |
Total assets | 37,898,607 | 15,216,943 |
Current liabilities | ||
Accounts payable | 2,802,787 | 963,289 |
Accrued interest | 500,450 | 73,350 |
Accrued interest - related parties | 203,520 | 187,520 |
Other accrued expenses | 207,418 | 602,368 |
Accrued expenses - related parties | 200,000 | |
Short-term Promissory Note and Lines of credit | 20,044 | 573,621 |
Bank loan | 8,725 | |
PPP loan | 103,200 | |
Convertible debenture | 483,637 | |
Note payable | 96,000 | 96,000 |
Notes payable - related parties | 495,412 | 1,151,162 |
Dividends payable | 296,630 | 182,639 |
Derivative liability | 13,101,000 | |
Warrant liability | 3,923,000 | |
Total current liabilities | 21,846,261 | 4,425,511 |
Bank loans, less current maturities | 206,127 | |
Convertible debenture, less unamortized debt discount of $13,940,000 | 2,629,079 | |
Notes payable | 5,000,000 | |
Note payable, less current maturities | 119,604 | 215,604 |
Lease Liability | 286,253 | 275,400 |
Total liabilities | 24,881,197 | 10,122,642 |
Commitments and contingencies (Note 17) | ||
Stockholders’ deficit | ||
Common stock, $0.0001 par value, 900,000,000 shares authorized, 674,831,624 shares issued and 674,644,124 shares outstanding at March 31, 2022 and 560,745,180 and 379,742,524 shares issued and outstanding at March 31, 2021, respectively | 67,500 | 56,075 |
Additional paid in capital | 96,701,607 | 56,649,491 |
Stock payable | 20,132,650 | 136,000 |
Subscription receivable | ||
Accumulated deficit | (150,036,023) | (53,683,268) |
Total stockholders’ deficit attributable to NaturalShrimp, Inc. shareholders | (33,133,766) | 3,158,798 |
Non-controlling interest in NAS | (87,830) | |
Total stockholders’ deficit | (33,133,766) | 3,070,968 |
Total liabilities, mezzanine and stockholders’ deficit | 37,898,607 | 15,216,943 |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Redeemable Convertible Preferred stock | 2,023,333 | |
Series E Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Redeemable Convertible Preferred stock | 2,539,176 | |
Series F Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Redeemable Convertible Preferred stock | 43,612,000 | |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Convertible preferred stock | 500 | 500 |
Series B Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Convertible preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Unamortized debt discount | $ 13,940,000 | |
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 674,831,624 | 560,745,180 |
Common stock, shares outstanding | 674,644,124 | 379,742,524 |
Series D Redeemable Convertible Preferred stock [Member] | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 20,000 | 20,000 |
Redeemable convertible preferred stock, shares issued | 0 | 6,050 |
Redeemable convertible preferred stock, shares outstanding | 0 | 6,050 |
Series E Redeemable Convertible Preferred stock [Member] | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 20,000 | 20,000 |
Redeemable convertible preferred stock, shares issued | 2,840 | 0 |
Redeemable convertible preferred stock, shares outstanding | 2,840 | 0 |
Series F Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 750,000 | 750,000 |
Redeemable convertible preferred stock, shares issued | 750,000 | 0 |
Redeemable convertible preferred stock, shares outstanding | 750,000 | 0 |
Series A Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Convertible preferred stock, shares issued | 5,000,000 | 5,000,000 |
Convertible preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Series B Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 5,000 | 5,000 |
Convertible preferred stock, shares issued | 0 | 607 |
Convertible preferred stock, shares outstanding | 0 | 607 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Sales | $ 33,765 | |
Operating expenses: | ||
General and administrative | 49,956,514 | 2,472,238 |
Research and development | 407,874 | 79,550 |
Facility operations | 1,922,049 | 403,029 |
Depreciation | 1,307,038 | 346,437 |
Amortization | 881,500 | |
Total operating expenses | 54,474,975 | 3,301,254 |
Net loss from operations | (54,441,210) | (3,301,254) |
Other income (expense): | ||
Interest expense | (726,243) | (144,204) |
Amortization of debt discount | (2,616,364) | (47,273) |
Financing costs | (1,904,074) | (64,452) |
Change in fair value of derivative liability | (116,000) | (29,000) |
Change in fair value of warrant liability | 1,987,000 | |
Forgiveness of PPP loan | 103,200 | |
Gain on Vero Blue debt settlement | 815,943 | |
Legal Settlement | (29,400,000) | |
Total other income (expense) | (31,856,538) | (284,929) |
Loss before income taxes | (86,297,748) | (3,586,183) |
Provision for income taxes | ||
Net loss | (86,297,748) | (3,586,183) |
Less net loss attributable to non-controlling interest | (5,729) | |
Net loss attributable to NaturalShrimp Inc. | (86,297,748) | (3,580,454) |
Amoritzation of beneficial conversion feature on Preferred shares | (3,349,198) | (1,720,833) |
Accretion on Series D Preferred shares | (337,834) | (302,500) |
Redemption and exchange of Series D Preferred shares | (5,792,947) | |
Dividends | (575,029) | (317,083) |
Net loss available for common stockholders | $ (96,352,755) | $ (5,920,870) |
EARNINGS PER SHARE (Basic and diluted) | $ (0.16) | $ (0.01) |
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic and diluted) | 619,123,768 | 501,477,593 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Mar. 31, 2020 | $ 500 | $ 37,975 | $ 43,533,242 | $ (46,427,396) | $ (82,101) | $ (2,937,780) | ||
Beginning balance, shares at Mar. 31, 2020 | 5,000,000 | 2,250 | 379,742,524 | |||||
Issuance of common stock upon conversion | $ 3,974 | 547,047 | 551,021 | |||||
Issuance of common stock upon conversion, shares | 39,735,626 | |||||||
Reclass of derivative liability upon conversion or redemption of related convertible debentures | 205,000 | 205,000 | ||||||
Purchase of Series B Preferred shares | 3,250,000 | 3,250,000 | ||||||
Purchase of Series B Preferred shares, shares | 3,250 | |||||||
Beneficial conversion feature related to the Series B Preferred Shares | 1,335,000 | (1,335,000) | ||||||
Dividends payable on Series B PS | (317,085) | (317,085) | ||||||
Series B PS Dividends in kind issued | 134,442 | 134,442 | ||||||
Series B PS Dividends in kind issued, shares | 115 | |||||||
Conversion of Series B PS to common stock | $ 11,351 | (11,351) | ||||||
Conversion of Series B PS to common stock, shares | (5,008) | 113,517,030 | ||||||
Common stock issued in Vista Warrant settlement | $ 1,750 | 608,250 | 610,000 | |||||
Common stock issued in Vista Warrant settlement, shares | 17,500,000 | |||||||
Reclass of warrant liability upon the cancellation of warrants under Vista Warrant settlement | 90,000 | 90,000 | ||||||
Common stock issued to consultants | $ 425 | 744,825 | 745,250 | |||||
Common stock issued to consultants, shares | 4,250,000 | |||||||
Beneficial conversion feature related to the Series D Preferred Shares | 6,050,000 | 6,050,000 | ||||||
Amortization of beneficial conversion feature related to Series D Preferred Shares | (1,720,833) | (1,720,833) | ||||||
Accretion on Series D Preferred shares | (302,500) | (302,500) | ||||||
Commitment shares issued with Series D Preferred Shares | $ 600 | (600) | ||||||
Commitment shares issued with Series D Preferred Shares, shares | 6,000,000 | |||||||
Common stock to be issued as finder’s fees related to asset acquisition | 136,000 | 136,000 | ||||||
Beneficial conversion feature related to convertible debenture | 163,636 | 163,636 | ||||||
Net loss | (3,580,454) | (5,729) | (3,586,183) | |||||
Ending balance, value at Mar. 31, 2021 | $ 500 | $ 56,075 | 56,649,491 | 136,000 | (53,683,268) | (87,830) | 3,070,968 | |
Ending balance, shares at Mar. 31, 2021 | 5,000,000 | 607 | 560,745,180 | |||||
Issuance of common stock upon conversion | $ 133 | 421,353 | 421,486 | |||||
Issuance of common stock upon conversion, shares | 1,329,246 | |||||||
Series B PS Dividends in kind issued | 278,400 | 278,400 | ||||||
Series B PS Dividends in kind issued, shares | 232 | |||||||
Conversion of Series B PS to common stock | $ 1,007 | (1,007) | ||||||
Conversion of Series B PS to common stock, shares | (839) | 10,068,000 | ||||||
Common stock issued to consultants | $ 48 | 158,285 | 158,333 | |||||
Common stock issued to consultants, shares | 476,946 | |||||||
Net loss | (86,297,748) | (86,297,748) | ||||||
Conversion of Series D PS to common stock | $ 43 | (43) | ||||||
Conversion of Series D PS to common stock, shares | 428,572 | |||||||
Exchange of Series D PS to Series E PS | (3,258,189) | (3,258,189) | ||||||
Sale of common shares and warrants for cash, less offering costs and commitment shares | $ 3,577 | 17,273,546 | 17,277,123 | |||||
Sale of common shares and warrants for cash, less offering costs and commitment shares, shares | 35,772,729 | |||||||
Exercise of warrants related to the sale of common shares | $ 110 | 10,890 | 11,000 | |||||
Exercise of warrants related to the sale of common shares, shares | 1,100,000 | |||||||
Beneficial conversion feature related to the Series E Preferred Shares | 3,439,219 | 3,439,219 | ||||||
Amortization of beneficial conversion feature related to Series E Preferred Shares | (3,349,198) | (3,349,198) | ||||||
Redemption of Series D Preferred shares | (2,534,758) | (2,534,758) | ||||||
Common shares to be issued for the acquisition of the non-controlling interest subsidiary’s remaining equity | (3,087,830) | 2,000,000 | 87,830 | (1,000,000) | ||||
Common shares to be issued for Patent acquisition | 5,000,000 | 5,000,000 | ||||||
Common stock vested to consultants | $ 47 | 221,424 | 221,472 | |||||
Common stock vested to consultants, shares | 412,500 | |||||||
Common stock issued to employees | $ 18 | 82,954 | 24,600 | 107,572 | ||||
Common stock issued to employees, shares | 275,000 | |||||||
Common shares to be issued for Technical Rights Agreement | 4,762,376 | 4,762,376 | ||||||
Revision of dividends payable on Series B Preferred Shares (See Note 2) | (182,639) | (182,639) | ||||||
Conversion of Series E PS to common stock | $ 822 | 2,879,179 | 2,880,001 | |||||
Conversion of Series E PS to common stock, shares | 8,228,572 | |||||||
Dividends payable on Preferred Shares | (392,390) | (392,390) | ||||||
Accretion of Series E Preferred Shares | (337,834) | (337,834) | ||||||
Common shares issued for Technical Rights Agreement | $ 1,287 | 4,761,089 | (4,762,376) | |||||
Common shares issued for Technical Rights Agreement, shares | 12,871,287 | |||||||
Common shares issued for acquisition of non-controlling interest and Patent acquisition | $ 1,386 | 6,998,614 | (7,000,000) | |||||
Common shares issued for acquisition of non-controlling interest and Patent acquisition, shares | 13,861,386 | |||||||
Reclassification of warrants to liability | (2,935,000) | (2,935,000) | ||||||
Common stock to be issued for legal settlement to NSH shareholders | 29,388,000 | 29,388,000 | ||||||
Common stock issued for legal settlement to NSH shareholders | $ 2,889 | 9,413,060 | (9,415,950) | |||||
Common stock issued for legal settlement to NSH shareholders, shares | 28,494,706 | |||||||
Common stock issued for financing expense | $ 58 | 137,982 | 138,040 | |||||
Common stock issued for financing expense, shares | 580,000 | |||||||
Ending balance, value at Mar. 31, 2022 | $ 500 | $ 67,500 | $ 96,701,607 | $ 20,132,650 | $ (150,036,023) | $ (33,133,766) | ||
Ending balance, shares at Mar. 31, 2022 | 5,000,000 | 674,644,124 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss attributable to NaturalShrimp Inc. | $ (86,297,748) | $ (3,580,454) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 1,307,038 | 346,437 |
Amortization expense | 881,500 | |
Amortization of debt discount | 2,616,364 | 47,273 |
Change in fair value of derivative liability | 116,000 | 29,000 |
Change in fair value of warrant liability | (1,987,000) | |
Financing costs | 1,890,072 | |
Default penalty | 41,112 | |
Net loss attributable to non-controlling interest | (5,729) | |
Forgiveness of PPP loan | (103,200) | |
Gain on Vero Blue debt settlement | (815,943) | |
Legal settlement | 29,388,000 | |
Shares issued for services | 44,099,376 | 745,250 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (14,385) | |
Inventory | (69,170) | |
Prepaid expenses and other current assets | (1,506,207) | (526,646) |
Accounts payable | (2,657,052) | 325,264 |
Other accrued expenses | (79,007) | 117,957 |
Accrued expenses - related parties | 200,000 | |
Accrued interest | 440,118 | 39,063 |
Accrued interest - related parties | 16,000 | 44,096 |
Cash used in operating activitites | (12,575,244) | (2,377,377) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for machinery and equipment | (1,452,652) | (1,739,186) |
Cash paid for asset acquisition with VeroBlue Farms, Inc. | (5,000,000) | |
Cash received from Insurance settlement | 917,210 | |
Cash paid for patent acquisition with F & T | (2,000,000) | |
Cash paid for acquisition of shares of NCI | (1,000,000) | |
Cash paid for License Agreement | (2,350,000) | |
Cash paid for construction in process | (1,629,813) | (1,715,654) |
CASH USED IN INVESTING ACTIVITIES | (8,432,465) | (7,537,630) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on bank loan | (214,852) | (19,889) |
Payments of notes payable | (4,596,000) | |
Payments on notes payable, related party | (655,750) | (72,000) |
Repayment line of credit short-term | (553,577) | |
Proceeds from PPP loan | 103,200 | |
Proceeds from issuance of common shares under equity agreeement | 17,277,123 | |
Proceeds from sale of Series B Convertible Preferred stock | 3,250,000 | |
Proceeds from convertible debentures | 8,905,000 | 600,000 |
Escrow account in relation to the proceeds from convertible debenture | 5,000,000 | |
Payments on convertible debentures | (421,486) | |
Proceeds from sale of Series E PS | 1,348,000 | |
Proceeds from sale of Series D PS | 6,050,000 | |
Redemption of Series D PS | (3,513,504) | |
Shares issued upon exercise of warrants | 11,000 | |
Cash received in relation to Vista warrant settlement | 50,000 | |
Cash provided by financing activitites | 22,585,954 | 9,961,311 |
NET CHANGE IN CASH | 1,578,245 | 46,304 |
CASH AT BEGINNING OF YEAR | 155,795 | 109,491 |
CASH AT END OF YEAR | 1,734,040 | 155,795 |
INTEREST PAID | 1,153,343 | 100,108 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Shares issued upon conversion of convertible debentures | 421,486 | 551,021 |
Shares issued upon conversion of Preferred stock | 2,880,000 | |
Cancellation of Right of Use asset and Lease liability | 275,400 | |
Right of Use asset and Lease liability | 332,566 | |
Dividends in kind issued | 278,400 | 134,442 |
Shares issued as consideration for Patent acquisition | 5,000,000 | |
Shares issued as consideration for acquisition of remaining NCI | $ 2,000,000 | |
Shares issued as consideration for Rights Agreement | 4,762,376 | |
Shares issued/to be issued, for legal settlement | $ 29,388,000 | |
Shares issued on Vista Warrant settlement | 610,000 | |
Note payable, related party, issued in place of Settlement Agreement | $ 383,604 | |
Notes payable, issued as consideration in VeroBlue Farms, Inc. asset acquisition | 5,000,000 | |
Shares payable, to be issued as finders fee in VeroBlue Farms, Inc. asset acquisition | $ 136,000 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 12 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF THE ORGANIZATION AND BUSINESS | NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Nature of the Business NaturalShrimp Incorporated (“NaturalShrimp” or the “Company”), a Nevada corporation, is a biotechnology company and has developed a proprietary technology that allows it to grow Pacific White shrimp (Litopenaeus vannamei, formerly Penaeus vannamei) in an ecologically controlled, high-density, low-cost environment, and in fully contained and independent production facilities. The Company’s system uses technology which allows it to produce a naturally-grown shrimp “crop” weekly and accomplishes this without the use of antibiotics or toxic chemicals. The Company has developed several proprietary technology assets, including a knowledge base that allows it to produce commercial quantities of shrimp in a closed system with a computer monitoring system that automates, monitors and maintains proper levels of oxygen, salinity and temperature for optimal shrimp production. The Company’s production facilities are located in La Coste, Texas and Webster City, Iowa. On December 15, 2020, the Company entered into an Asset Purchase Agreement (“APA”) between VeroBlue Farms USA, Inc., a Nevada corporation (“VBF”), VBF Transport, Inc., a Delaware corporation (“Transport”), and Iowa’s First, Inc., an Iowa corporation (“Iowa’s First”) (each a “Seller” and collectively, “Sellers”). Transport and Iowa’s First were wholly-owned subsidiaries of VBF. The agreement called for the Company to purchase all of the tangible assets of VBF, the motor vehicles of Transport and the real property (together with all plants, buildings, structures, fixtures, fittings, systems and other improvements located on such real property) of Iowa’s First. The facility was originally designed as an aquaculture facility, with the company having production issues. The Company began a modification process to convert the plant to produce shrimp, which will allow them to scale faster without having to build new facilities. The three Iowa facilities contain the tanks and infrastructure that will be used to support the production of shrimp with the incorporation of the Company’s patented EC platform technology. On May 19, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with F&T Water Solutions, LLC (“F&T”), for F&T’s owned shares of Natural Aquatic Systems, Inc. (“NAS”). Prior to entering into the SPA, the Company owned fifty-one percent ( 51% 49% 100% The Company has three wholly-owned subsidiaries including NaturalShrimp USA Corporation, NaturalShrimp Global, Inc. and NAS. Going Concern The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended March 31, 2022, the Company had a net loss available for common stockholders of approximately $ 96,353,000 150,036,000 17,017,000 17,277,000 1,348,000 13,905,000 1,500,000 Management believes that private placements of equity capital will be needed to fund the Company’s long-term operating requirements. The Company may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could result in a requirement for additional cash. If the Company raises additional funds through the issuance of equity, the percentage ownership of its current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our operations. The Company continues to pursue external financing alternatives to improve its working capital position. If the Company is unable to obtain the necessary capital, the Company may be unable to develop its facilities and enter in production. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation The consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NaturalShrimp USA Corporation, NaturalShrimp Global and Natural Aquatic Systems, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basic and Diluted Earnings/Loss per Common Share Basic and diluted earnings or loss per share (“EPS”) amounts in the consolidated financial statements are computed in accordance with ASC 260 – 10 “Earnings per Share”, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of shares of common stock outstanding. Diluted EPS is based on the weighted average number of shares of common stock outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. For the year ended March 31, 2022, the Company had 5,000,000 674,832,000 2,840 9,737,000 0.35 750,000 162,080,000 18,768,000 98,779,000 90% 18,506,429 5,000,000 560,745,000 607 1,202,000 6,050 60,050,000 0.10 Fair Value Measurements ASC Topic 820, “ Fair Value Measurement” “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. The Company did not have any Level 1 or Level 2 assets and liabilities as of March 31, 2022 and March 31, 2021. The derivative and warrant liabilities are Level 3 fair value measurements. There were no derivative and warrant liabilities in Level 3 fair value measurements during the year ended March 31, 2021. The following is a summary of activity of Level 3 liabilities during the year ended March 31, 2022 and 2021: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Derivatives 2022 2021 Derivative liability balance at beginning of period $ - $ 176,000 Reclass to equity upon conversion or redemption - (205,000 ) Additions to derivatives 12,985,000 - Change in fair value 116,000 29,000 Balance at end of period $ 13,101,000 $ - At March 31, 2022, the fair value of the derivative liabilities of convertible notes was estimated using a bi-nomial model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.225 2.28% 109.47% 1.75 Warrant liability 2022 2021 Warrant liability balance at beginning of period $ - $ 90,000 Additions to warrant liability 5,910,000 - Reclass to equity upon cancellation or exercise - (90,000 ) Change in fair value (1,987,000 ) - Balance at end of period $ 3,923,000 $ - At March 31, 2022, the fair value of the warrant liability was estimated using a Black Sholes model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.225 2.42% 185.9% 205.9% Financial Instruments The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “ Financial Instruments” Cash and Cash Equivalents For the purpose of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents as of March 31, 2022 and March 31, 2021. Concentration of Credit Risk The Company maintains cash balances at two financial institutions. Accounts at this institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 Fixed Assets Equipment is carried at historical value or cost and is depreciated using the straight-line method over the estimated useful lives of the related assets. . Estimated useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Buildings 39 Machinery and Equipment 7 10 Vehicles 10 Furniture and Fixtures 3 10 Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. Income Taxes Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. Stock-Based Compensation The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718. “ Stock-based Compensation to Employees Intangible Assets The Company has intangible assets, which were acquired in a patent acquisition, and license rights agreements. The Company’s patents represent definite lived intangible assets and will be amortized over the twenty year duration of the patent, unless at some point the useful life is determined to be less than the protected life of the patent. The Company’s license rights will be amortized on a straight-line basis over the expected term of the agreements of ten years. The Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. As of March 31, 2022, the Company believes the carrying value of the intangible assets are still recoverable, and there is no impairment to be recognized. Impairment of Long-lived Assets The Company will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. Commitments and Contingencies Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Recently Issued Accounting Standards 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 (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures. As of March 31, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of March 31, 2022, through the date which the consolidated financial statements were issued. Based upon the review, other than described in Note 18 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
ASSET ACQUISITION
ASSET ACQUISITION | 12 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ASSET ACQUISITION | NOTE 3 – ASSET ACQUISITION On December 15, 2020, the Company entered into an Asset Purchase Agreement (“APA”) between VeroBlue Farms USA, Inc., a Nevada corporation (“VBF”), VBF Transport, Inc., a Delaware corporation (“Transport”), and Iowa’s First, Inc., an Iowa corporation (“Iowa’s First”) (each a “Seller” and collectively, “Sellers”). Transport and Iowa’s First were wholly-owned subsidiaries of VBF. The agreement called for the Company to purchase all of the tangible assets of VBF, the motor vehicles of Transport and the real property (together with all plants, buildings, structures, fixtures, fittings, systems and other improvements located on such real property) of Iowa’s First. The consideration was $ 10,000,000 5,000,000 3,000,000 36 5% 2,000,000 48 5% The Company determined the asset acquisition did not qualify as a business combination as not only did the Company only acquire certain listed tangible assets, but VBF did not fall under the definition of a business in accordance with ASU 2017-01. VBF was an early-stage company that had not yet generated revenue, and it did not yet include an input and a substantive process that will afford the Company the ability to create an output. Additionally, the acquisition does not include an organized workforce. Instead, the assets acquired are to be used by the Company as a location in which to apply their own patented process and create their output, the production of shrimp. The $ 10,136,000 SCHEDULE OF CONSIDERATION ALLOCATED TO ACQUIRED ASSETS Equipment $ 7,015,000 69.2 % Vehicles 202,000 2.0 % Buildings 2,797,000 26.6 % Land 122,000 1.2 % $ 10,136,000 100 % |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 4 – FIXED ASSETS A summary of the fixed assets as of March 31, 2022 and March 31, 2021 is as follows: SCHEDULE OF FIXED ASSETS March 31, 2022 March 31, 2021 Land $ 324,293 $ 324,293 Buildings 5,611,723 4,702,063 Machinery and equipment 10,524,343 7,580,873 Autos and trucks 247,356 213,849 Fixed assets, gross 16,707,715 12,815,178 Accumulated depreciation (1,909,612 ) (584,521 ) Fixed assets, net $ 14,798,103 $ 12,236,557 The consolidated statements of operations reflect depreciation expense of approximately $ 1,307,000 346,000 |
PATENT ACQUISITION
PATENT ACQUISITION | 12 Months Ended |
Mar. 31, 2022 | |
Patent Acquisition | |
PATENT ACQUISITION | NOTE 5 – PATENT ACQUISITION On May 19, 2021, the Company entered into a Patents Purchase Agreement (the “Patents Agreement”) with F&T. The Company and F&T had previously jointly developed and patented a water treatment technology used or useful in growing aquatic species in re-circulating and enclosed environments (the “Patent”) with each party owning a fifty percent ( 50% 100% 2,000,000 9,900,990 0.505 5,000,000 7,000,000 In accordance with ASC 805-10-55-5A, as substantially all the assets acquired are concentrated in a single identifiable asset, the patents, the acquisition has been determined to not be considered a business combination but an asset acquisition. The consideration will be allocated to the two patents, which were both approved in December, 2018, and will be amortized through the earliest of their useful life or December, 2038. Amortization over the next five years is expected to be $ 390,000 1,950,000 341,500 |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 12 Months Ended |
Mar. 31, 2022 | |
License Agreements | |
LICENSE AGREEMENTS | NOTE 6 – LICENSE AGREEMENTS On August 25, 2021, the Company, through their 100% 10 The consideration for the Equipment Rights consists of the sum of $ 2,500,000 500,000 500,000 1,250,000 1,250,000 Per the Terms set forth in the Technology Rights Agreement, the consideration is defined as the sum of $ 10,000,000 0.505 12,871,287 0.37 4,762,376 8,262,376 The terms of the Agreements set forth that NAS will pay Hydrenesis 12.5% The Sales Milestones are: SCHEDULE OF SALES MILESTONES Year 3 $ 250,000 Year 4 $ 375,000 Year 5 $ 625,000 Year 6 $ 875,000 All subsequent years $ 1,000,000 For the year ended March 31, 2022, the amortization of the Rights was $ 540,000 1,076,000 5,381,000 |
SHORT-TERM NOTE AND LINES OF CR
SHORT-TERM NOTE AND LINES OF CREDIT | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SHORT-TERM NOTE AND LINES OF CREDIT | NOTE 7 – SHORT-TERM NOTE AND LINES OF CREDIT The Company has a working capital line of credit with Extraco Bank. On April 30, 2020, the line of credit was renewed with a maturity date of April 30, 2021 372,675 5.0% 372,675 The Company also has an additional line of credit with Extraco Bank for $ 200,000 April 30, 2021 177,778 5% 177,778 The Company also has a working capital line of credit with Capital One Bank for $ 50,000 29.15% 9,580 The Company also has a working capital line of credit with Chase Bank for $ 25,000 13.25% 10,237 |
BANK LOANS
BANK LOANS | 12 Months Ended |
Mar. 31, 2022 | |
Bank Loans | |
BANK LOANS | NOTE 8 – BANK LOANS On April 10, 2020, the Company obtained a Paycheck Protection Program (“PPP”) loan in the amount of $ 103,200 On April 16, 2021, the Company filed for the forgiveness of the PPP loan and was approved for forgiveness of such loan on April 26, 2021. On January 10, 2017, the Company entered into a promissory note with Community National Bank for $ 245,000 5% January 10, 2020 222,736 1,730 February 1, 2037 The loan has an initial yearly rate of interest of 5.75%, which may change beginning on February 1, 2023 and each 36 months thereafter, to the Wall Street Journal Prime Rate plus 1%, but never below 4.25%. The monthly payments may change on the same dates as the interest changes. 214,452 8,725 On November 3, 2015, the Company entered into a short-term note agreement with Community National Bank for a total value of $ 50,000 December 15, 2017 25,298 8% July 18, 2021 3,124 |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 12 Months Ended |
Mar. 31, 2022 | |
Convertible Debentures | |
CONVERTIBLE DEBENTURES | NOTE 9 – CONVERTIBLE DEBENTURES December 15, 2021 Debenture The Company entered into a securities purchase agreement (the “SPA”) with an investor (the “Investor”) on December 15, 2021. Pursuant to the SPA, the Investor purchased a secured promissory note (the “Note”) in the aggregate principal amount totaling approximately $ 16,320,000 12% 1,300,000 20,000 2,035,000 1,095,000 3,000,000 940.000 0.32 1.19% 209.9% 0% Beginning on the date that is 6 months from the issuance date of the Note, the Investor has the right to redeem up to $ 1,000,000 0.0001 2,448,000 Within 180 days of the issuance date of the Note, the Company will obtain an effective registration statement or a supplement to any existing registration statement or prospectus with the SEC registering at least $ 15,000,000 249,079 65,000,000 100,000,000 The Note also contains certain negative covenants and Events of Default, which in addition to common events of default, include a failure to deliver conversion shares, the Company fails to maintain the share reserve, the occurrence of a Fundamental Transaction without the Lenders written consent, the Company effectuates a reverse split of its common stock without 20 trading days written notice to Lender, fails to observe or perform or breaches any covenant, and, the Company or any of its subsidiaries, breaches any covenant or other term or condition contained in any Other Agreements in any material. Upon an Event of a Default, at its option and sole discretion, the Investor may consider the Note immediately due and payable. Upon such an Event of Default, the interest rate increases to 18% per annum and the outstanding balance of the Note increases from 5% to 15%, depending upon the specific Event of Default. The conversion feature meets the definition of a derivative and therefore requires bifurcation and will be accounted for as a derivative liability. The Company estimated the fair value of the conversion feature derivative embedded in the debenture at issuance at $ 12,985,000 0.305 0.69% 125.90% 0.3075 February 26, 2021 Debenture On February 26, 2021, the Company entered into a convertible note for the principal amount of $ 720,000 120,000 12 0.36 0.10 164,000 27,273 20,000 422,000 720,000 13,000 110,000 842,972 421,486 1,303,982 April 17, 2019 Debenture On April 17, 2019, the Company entered into a 10% convertible promissory note for $ 110,000 10,000 100,000 January 23, 2020 120 130 150 25 15,000 0.124 70 59,000 the beneficial conversion feature was fully amortized as of December 31, 2019. 110,000 1,014,001 0.124 August 24, 2018 Debenture On August 24, 2018, the Company entered into a 10% convertible note in the principal amount of $ 55,000 August 24, 2019 The interest rate increases to 24 55,000 1,974 82,612 57,164 9,291,354 On May 5, 2020, the remaining outstanding balance of $ 29,057 2,039,069 0.014 8,000 30,000 0.03 0.13 158.29 September 14, 2018 Debenture On September 14, 2018, the Company entered into a 12% convertible promissory note for $ 112,500 10,250 March 14, 2019 24 101,550 81,970 13,695 197,215 The note is convertible into shares of the Company’s common stock at a variable conversion rate that is equal to the lesser of 60% of the lowest trading price for the last 20 days prior to the issuance of the note or 60% of the lowest market price over the 20 days prior to conversion. The conversion price shall be adjusted upon subsequent sales of securities at a price lower than the original conversion price. There are additional 10% adjustments to the conversion price for events set forth in the agreement, including if the conversion price is less than $0.01, if the Company is not DTC eligible, the Company is no longer a reporting company, or the note cannot be converted into free trading shares on or after nine months from issue date. Per the agreement, the Company is required at all times to have authorized and reserved three times the number of shares that is actually issuable upon full conversion of the note. The conversion feature meets the definition of a derivative and therefore requires bifurcation and is accounted for as a derivative liability. During the first quarter of the fiscal year ending March 31, 2021, the outstanding balance was converted into 35,887,170 0.006 21,000 175,000 0.03 0.13 158.29 March 1, 2019 Debenture On March 1, 2019, the Company entered into a 10% convertible promissory note for $ 168,000 18,000 150,000 November 1, 2019 150 0.25 70 134,000 On December 21, 168,000 30,847 795,387 0.25 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2022 | |
Notes Payable | |
NOTES PAYABLE | NOTE 10 – NOTES PAYABLE On December 15, 2020, in connection with the asset acquisition with VBF (Note 3), the Company entered into two notes payable with a third party. The first note, Promissory Note A, is for principal of $ 3,000,000 36 months 5% 2,000,000 48 months 5% 4,500,000 815.943 On July 15, 2020, the Company issued a promissory note to Ms. Williams in the amount of $ 383,604 8,000 215,604 311,604 96,000 |
ACQUISITION OF NON-CONTROLLING
ACQUISITION OF NON-CONTROLLING INTEREST | 12 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
ACQUISITION OF NON-CONTROLLING INTEREST | NOTE 11 – ACQUISITION OF NON-CONTROLLING INTEREST On May 19, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with F&T, for the shares owned by F&T of NAS. Upon the closing of the SPA, the Company purchased the 980,000 3,000,000 1,000,000 3,960,396 0.505 2,000,000 51% 49% 100% 87,830 3,087,830 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 12 – STOCKHOLDERS’ EQUITY Preferred Stock As of March 31, 2022 and March 31, 2021, the Company had 200,000,000 0.0001 5,000,000 5,000 0 607 20,000 0 6,050 10,000 2,840 0 750,000 750,000 0 Series B Preferred Stock On September 5, 2019, the Board authorized the issuance of 5,000 0.0001 1,200 The Series B Preferred Stock are redeemable at the Company’s option, at percentages ranging from 120% to 135% for the first 180 days, based on the passage of time. The Series B are also redeemable at the holder’s option, upon the occurrence of a triggering event which includes a change of control, bankruptcy, and the inability to deliver Series B Preferred Stock requested under conversion notices. The triggering redemption amount is at the greater of (i) 135% of the stated value or (ii) the product of the volume-weighted average price (“VWAP”) on the day proceeding the triggering event multiplied by the stated value divided by the conversion price. The Series B Preferred Stock is convertible, at the discounted market price which is defined as the lowest VWAP over last 20 days. The conversion price is adjustable based on several situations, including future dilutive issuances. As the Series B Preferred Stock does not have a redemption date and is perpetual preferred stock, it is considered to be an equity host instrument and as such the conversion feature is not required to be bifurcated as it is clearly and closely related to the equity host instrument. Series B Preferred Equity Offering On September 17, 2019, the Company entered into a Securities Purchase Agreement (“SPA”) with GHS Investments LLC, a Nevada limited liability company (“GHS”) for the purchase of up to 5,000 1,200 5,000,000 5,000 2,250 2,250,000 475,000 3,250,000 3,250 1,335,000 5,008 115 113,517,030 607 232 10,068,000 Series D Preferred Stock On December 16, 2020, the Board authorized the issuance of 20,000 0.0001 1,200 12% The Series D Preferred Stock are convertible into Common Stock at the election of the holder of the Series D Preferred Stock at any time following five days after a qualified offering (defined as an offering of common stock for an aggregate price of at least $ 10,000,000 0.10 The Series D Preferred Stock shall be redeemed by the Corporation on the date that is no later than one calendar year from the date of its issuance. The Series D Preferred Stock are also redeemable at the Company’s option, at percentages ranging from 115% to 125% for the first 180 days, based on the passage of time. The Company shall redeem the Series D Preferred Stock in cash upon a three business days prior notice to the holder or the holder may convert the Series D Preferred Stock within such three business days period prior to redemption. Additionally, the holder shall have the right to either redeem for cash or convert the Preferred Stock into Common Stock within three business days following the consummation of a qualified offering. The Series D Preferred Stock are also redeemable at the holder’s option, upon the occurrence of a triggering event which includes a change of control, bankruptcy, and the inability to deliver shares of common stock requested under conversion notices. The triggering redemption amount is 150% of the stated value. Upon the dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, the holders of Series D Preferred Stock shall be entitled to receive out of the assets of the Company an amount equal to the stated value, plus any accrued and unpaid dividends and any other fees or liquidated damages then due and owing for each share of Series D Preferred Stock before any payment or distribution shall be made to the holders of any Junior securities. As the Series D Preferred Stock has a conditional redemption date, as it is convertible, it is classified in mezzanine and, it is considered to be a debt host instrument. The conversion price, unless and until there is a qualified offering, is a fixed price and as such the conversion feature is not required to be bifurcated and accounted for as a derivative liability. The Company will analyze the conversion feature under ASC 470-20, “Debt with conversion and other options”, at each issuance date and based on the market price of the common stock of the Company on the commitment date as compared to the conversion price, determine if there is a beneficial conversion feature to recognize. The Series D Designation are subject to certain Registration Rights, whereby if the Corporation does not complete a market listing to the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing) within one hundred twenty (120) calendar days from the issuance of the Series D Preferred Stock, the Company will, within ten (10) calendar days, file a registration statement covering the shares of Common Stock underlying the Series D Preferred Shares. Additionally, the Company will include the shares of Common Stock underlying the Series D Preferred Shares in any registration statement which is being filed by the Corporation’s existing investment banker, provided, that said registration statement is not yet effective with the SEC and provided that the Company receives the prior written approval of said investment banker. There is no penalty provision associated with not registering the underlying shares of common stock... Series D Preferred Equity Offering On December 18, 2020, the Company entered into securities purchase agreements (the “Purchase Agreement”) with GHS Investments LLC, Platinum Point Capital LLC and BHP Capital NY (collectively, the “Purchaser”) , whereby, at the closing, each Purchaser agreed to purchase from the Company, up to 5,000 0.0001 1,000 5,000,000 6,000,000 1,000,000 6,000,000 0.0001 1,616,250 0.27 The Company analyzed the conversion feature under ASC 470-20, “Debt with conversion and other options”, and based on the market price of the common stock of the Company on the dates of funding as compared to the conversion price, determined there was a $ 8,471,000 5,000,000 On January 8 and 10, 2021, the Company entered into additional securities purchase agreements with the Purchaser, for 1,050 1,050,000 1,250,000 250,000 The Company analyzed the conversion feature under ASC 470-20, “Debt with conversion and other options”, and based on the market price of the common stock of the Company on the dates of funding as compared to the conversion price, determined there was a $ 3,022,000 1,050,000 As discussed below, the Series D Preferred Stock was fully redeemed on April 14, 2022, at which point the carrying value recognized included the remaining unamortized beneficial conversion feature and redemption feature. The amortization of the beneficial conversion feature recognized during the year ended March 31, 2021 amounted to approximately $ 1,721,000 302,500 Series E Preferred Stock On April 14, 2021, the Board authorized the issuance of 10,000 1,200 0.35 12 115 125 the holder has the option to exchange (in lieu of conversion), all or some of the shares of Series E Preferred Stock then held for any securities or units issued in a subsequent financing on a $1.00 for $1.00 basis. 150 On November 22, 2021, the Company entered into a securities purchase agreement (“SPA”) for 1,500 1,000 1,500,000 0.75 five years 1,500,000 561,000 0.38 1.33 209.9 0 267,429 101,000 170.000 300,000 662,000 338,000 During the year ended March 31, 2022, 2,400 8,228,572 2,840 Share Exchange Agreement and Redemption On April 14, 2021, the Company, entered into a share exchange agreement (the “Exchange Agreement”) with a holder of the Series D Preferred Stock, whereby, at the closing of the Offering, the Holder agreed to exchange an aggregate of 3,600 0.0001 3,739.63 0.0001 3,258,189 In addition, in relation to the Offering, on April 15, 2021, the Company redeemed the remaining 2,450 3,513,504 2,719,538 The Company analyzed the conversion feature of the Series E Preferred Stock issued on April 14, 2021, under ASC 470-20, “Debt with conversion and other options”, and based on the market price of the common stock of the Company on the dates of funding as compared to the conversion price, determined there was a beneficial conversion feature of approximately $ 3,270.000 3,326,172 Series F Preferred Stock On February 22, 2022, the Board of Directors authorized Series F Preferred Stock and filed the Certificate of Designation with Nevada. The Series F Preferred Stock have a par value of $ 0.0001 750,000 1,000 votes per each share of Series F Preferred Stock held by such holder. In the case of any capital reorganization, any reclassification of the stock of the Company, or a Change in Control, the shares of Series F Preferred Stock shall, at the effective time of such reorganization, reclassification, or Change in Control, be automatically converted into the kind and number of shares of stock or other securities or property of the Company or of the entity resulting from such reorganization, reclassification, or Change in Control to which such holder would have been entitled if immediately prior to such reorganization, reclassification, or Change in Control it had converted its shares of Series F Preferred Stock into common stock. On March 1, 2022, the Board of Directors of the Company issued 250,000 750,000 738,687,135 0.246 43,612,000 Common Stock For shares of common stock issued upon conversion of outstanding convertible debentures see Note 9. Securities Purchase Agreement On April 14, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Purchaser”), for the offering (the “Offering”) of (i) $ 5,000,000 0.0001 0.55 10,000,000 five years 0.75 1,000,000 4,732,123 Further, pursuant to the terms of the Purchase Agreement, from the date thereof until the date that is the twelve-month anniversary of the closing of the Offering, upon any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. Pursuant to the Purchase Agreement, on May 5, 2021, the Purchaser purchased an additional 15,454,456 0.55 8,245,000 Additionally, on May 20, 2021, the Purchaser purchased an additional 2,727,272 0.55 1,455,000 On November 22, 2021, in relation to the SPA with a different holder for 1,500 10,000,000 0.35 3,739,000 0.75 0.38 1.33 209.9 0 1,373,000 0.75 GHS Purchase Agreement On June 28, 2021, the Company entered into a securities purchase agreement with GHS (the “June GHS Purchase Agreement”) for the offering of up to (i) $ 3,000,000 0.40 11,000 1,100,000 7,500,000 1,100,000 3,011,000 90,330 2,909,670 Common Shares Issued to Consultants During the three months ended December 31, 2021, three consultants were issued a total of approximately 430,000 158,000 0.36 On April 14, 2021, 500,000 195,000 0.39 62,500 24,275 121,875 On May 24, 2021, the Company entered into an agreement with a consultant, with a three-month term, that shall automatically renew each three months unless one party terminates the agreement. The compensation shall be $ 12,500 15,000 200,000 99,600 0.50 50,000 50,000 24,900 On August 24, 2020, the Company issued 1,500,000 67,500 0.045 67,500 1,500,000 616,500 0.041 308,250 308,250 308,250 On June 12, 2020, the Company issued 1,250,000 61,250 0.049 Common Shares Issued to Employees During the three months ended December 31, 2021, a number of new employees were issued a total of 175,000 68,300 0.395 Leak-Out Agreements In connection with the issuance of a total of 13,861,386 |
OPTIONS AND WARRANTS
OPTIONS AND WARRANTS | 12 Months Ended |
Mar. 31, 2022 | |
Options And Warrants | |
OPTIONS AND WARRANTS | NOTE 13 – OPTIONS AND WARRANTS The Company has not granted any options since inception. On April 14, 2021, the Company entered into a securities purchase agreement in which 10,000,000 0.75 Additionally as noted in Note 12, on November 22, 2021, 3,739,000 0.75 10,000,000 0.35 In connection with the November 22, 2021 sale of Series E Preferred Stock (Note 12), 1,500,000 270,000 3,000,000 All of the warrants issued have been recognized as a liability, based on the fact it as it is not known if there will be sufficient authorized shares to be issued upon settlement, based on the conversion terms of the existing convertible debt, with the April 14, 2021 warrants reclassed from equity to warrant liability, and the newly issued warrants liability recognized as financing costs. The 18,506,429 3,986,000 2,061,000 0.225 2.42% 205.9% 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14 – RELATED PARTY TRANSACTIONS Accrued Payroll – Related Parties Included in other accrued expenses on the accompanying consolidated balance sheet is approximately $ 119,000 154,000 50,000 35,000 Bonus Compensation – Related Party On May 11, 2021, the Company paid the Chief Financial Officer a bonus of $ 300,000 300,000 200,000 200,000 NaturalShrimp Holdings, Inc. On January 1, 2016 the Company entered into a notes payable agreement with NaturalShrimp Holdings, Inc.(“NSH”), a shareholder. The note payable has no set monthly payment or maturity date with a stated interest rate of 2% 655,750 77,000 735,000 74,000 66,000 Shareholder Notes The Company has entered into several working capital notes payable to multiple shareholders of NSH and Bill Williams, a former officer and director, and a shareholder of the Company, for a total of $ 486,500 8% 356,404 146,000 118,000 Shareholders Beginning in 2010, the Company started entering into several working capital notes payable with various shareholders of NSH for a total of $ 290,000 8% 54,647 |
FEDERAL INCOME TAX
FEDERAL INCOME TAX | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
FEDERAL INCOME TAX | NOTE 15 – FEDERAL INCOME TAX The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The components of income tax expense for the years ended March 31, 2022 and 2021 consist of the following: SCHEDULE OF INCOME TAX EXPENSE 2022 2021 Federal Tax statutory rate 21.00 % 21.00 % Permanent differences 18.40 % 3.46 % Valuation allowance (39.40 )% (24.46 )% Effective rate 0.00 % 0.00 % Significant components of the Company’s deferred tax assets as of March 31, 2021 and 2020 are summarized below. SCHEDULE OF DEFERRED TAX ASSET 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 6,022,000 $ 3,429,000 Other (350,000 ) - Total deferred tax asset 5,672,000 3,429,000 Valuation allowance (5,672,000 ) (3,429,000 ) Total $ - $ - As of March 31, 2022, the Company had approximately $ 28,676,000 282,000 To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital. The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by $ 2,243,000 1,454,000 The Company reviewed all income tax positions taken or that they expect to be taken for all open years and determined that the income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for years after 2022 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction. |
LEASE
LEASE | 12 Months Ended |
Mar. 31, 2022 | |
Lease | |
LEASE | NOTE 16 – LEASE On May 26, 2021, the Company entered into a sublease for a new office space in Texas, on two floors. The lease commenced on August 1, 2021 for a monthly rent of $ 7,000 October 31, 2025 1,727 52,362 17,454 At inception, on August 1, 2021, the ROU and lease liability was calculated as approximately $ 316,000 5.75 On September 8, 2021, the Company entered into an equipment lease agreement for VOIP phone equipment. The lease term is for sixty months, with a monthly lease payment of approximately $ 300 17,000 5.75% On June 24, 2019, the Company entered into a service and equipment lease agreement for water treatment services, consumables and equipment. The lease term was for five years, with a renewal option of an additional five years, with a monthly lease payment of $ 5,000 275,400 5% |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17 – COMMITMENTS AND CONTINGENCIES Executive Employment Agreements –Gerald Easterling On April 1, 2015, the Company entered into an employment agreement with Gerald Easterling at the time as the Company’s President, effective as of April 1, 2015 (the “Employment Agreement”). The Employment Agreement is terminable at will and provides for a base annual salary of $ 96,000 The Employment Agreement provides that in the event the employee is terminated without cause or resigns for good reason (as defined in their Employment Agreement), the employee will receive, as severance the employee’s base salary for a period of 60 months following the date of termination. In the event of a change of control of the Company, the employee may elect to terminate the Employment Agreement within 30 days thereafter and upon such termination would receive a lump sum payment equal to 500% of the employee’s base salary. The Employment Agreement contains certain restrictive covenants relating to non-competition, non-solicitation of customers and non-solicitation of employees for a period of one year following termination of the employee’s Employment Agreement. RGA Labs, Inc. On February 18, 2020, RGA Labs, Inc. (“RGA”) filed suit against the Company in the Illinois Circuit Court (23rd District) alleging that the Company owed RGA money pursuant to a written contract for the design and manufacture of certain water treatment equipment commissioned by the Company. The Company disputed the allegations and has counterclaimed against RGA for additional costs and expenses incurred by the Company in correcting, repairing and retro-fitting the equipment to enable it to work in the Company’s facilities. As a result of RGA’s failure to respond to written discovery served by the Company and failure of RGA to satisfy requirements imposed by an order compelling response, the court issued an order prohibiting RGA from introducing any evidence at the time of trial other than the original agreement between RGA and the Company. Further, the Court sustained the Company’s objection to RGA’s written discovery obviating the Company’s obligation to respond. On December 31, 2021, a settlement was finalized for the sum of $ 12,000 Gary Shover A shareholder of NaturalShrimp Holdings, Inc. (“NSH”), Gary Shover, filed suit against the Company on August 11, 2020 in the Northern District of Texas, Dallas Division, alleging breach of contract for the Company’s failure to exchange common shares of the Company for shares Mr. Shover owns in NSH. On November 15, 2021, a hearing was held before the US District Court for the Northern District of Texas, Dallas Division at which time Mr. Shover and the Company presented arguments as to why the Court should approve a joint motion for settlement. After considering the argument of counsel and taking questions from those NSH Shareholders who were present through video conferencing link, the Court approved the motion of the parties to allow Mr. Shover and all like and similarly situated NSH Shareholders to exchange each share of NSH held by a NSH Shareholder for a share of the Company. A final Order was signed on December 6, 2021 and the case was closed by an Order of the Court of the same date. The Company is to issue approximately 93 29,388,000 0.316 28,494,706 9,415,950 60,841,649 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS On May 17, 2022, 400 1,523,810 On April 25, 2022, the Company received $ 1,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The consolidated financial statements include the accounts of NaturalShrimp Incorporated and its wholly-owned subsidiaries, NaturalShrimp USA Corporation, NaturalShrimp Global and Natural Aquatic Systems, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basic and Diluted Earnings/Loss per Common Share | Basic and Diluted Earnings/Loss per Common Share Basic and diluted earnings or loss per share (“EPS”) amounts in the consolidated financial statements are computed in accordance with ASC 260 – 10 “Earnings per Share”, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of shares of common stock outstanding. Diluted EPS is based on the weighted average number of shares of common stock outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of shares of common stock outstanding (denominator) during the period. For the year ended March 31, 2022, the Company had 5,000,000 674,832,000 2,840 9,737,000 0.35 750,000 162,080,000 18,768,000 98,779,000 90% 18,506,429 5,000,000 560,745,000 607 1,202,000 6,050 60,050,000 0.10 |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, “ Fair Value Measurement” “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. The Company did not have any Level 1 or Level 2 assets and liabilities as of March 31, 2022 and March 31, 2021. The derivative and warrant liabilities are Level 3 fair value measurements. There were no derivative and warrant liabilities in Level 3 fair value measurements during the year ended March 31, 2021. The following is a summary of activity of Level 3 liabilities during the year ended March 31, 2022 and 2021: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Derivatives 2022 2021 Derivative liability balance at beginning of period $ - $ 176,000 Reclass to equity upon conversion or redemption - (205,000 ) Additions to derivatives 12,985,000 - Change in fair value 116,000 29,000 Balance at end of period $ 13,101,000 $ - At March 31, 2022, the fair value of the derivative liabilities of convertible notes was estimated using a bi-nomial model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.225 2.28% 109.47% 1.75 Warrant liability 2022 2021 Warrant liability balance at beginning of period $ - $ 90,000 Additions to warrant liability 5,910,000 - Reclass to equity upon cancellation or exercise - (90,000 ) Change in fair value (1,987,000 ) - Balance at end of period $ 3,923,000 $ - At March 31, 2022, the fair value of the warrant liability was estimated using a Black Sholes model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.225 2.42% 185.9% 205.9% |
Financial Instruments | Financial Instruments The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “ Financial Instruments” |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purpose of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents as of March 31, 2022 and March 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash balances at two financial institutions. Accounts at this institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $ 250,000 |
Fixed Assets | Fixed Assets Equipment is carried at historical value or cost and is depreciated using the straight-line method over the estimated useful lives of the related assets. . Estimated useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Buildings 39 Machinery and Equipment 7 10 Vehicles 10 Furniture and Fixtures 3 10 Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation to employees and non-employees in accordance with ASC 718. “ Stock-based Compensation to Employees |
Intangible Assets | Intangible Assets The Company has intangible assets, which were acquired in a patent acquisition, and license rights agreements. The Company’s patents represent definite lived intangible assets and will be amortized over the twenty year duration of the patent, unless at some point the useful life is determined to be less than the protected life of the patent. The Company’s license rights will be amortized on a straight-line basis over the expected term of the agreements of ten years. The Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. As of March 31, 2022, the Company believes the carrying value of the intangible assets are still recoverable, and there is no impairment to be recognized. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose. |
Commitments and Contingencies | Commitments and Contingencies Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards 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 (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its consolidated financial statements and related disclosures. As of March 31, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Management’s Evaluation of Subsequent Events | Management’s Evaluation of Subsequent Events The Company evaluates events that have occurred after the balance sheet date of March 31, 2022, through the date which the consolidated financial statements were issued. Based upon the review, other than described in Note 18 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE | The following is a summary of activity of Level 3 liabilities during the year ended March 31, 2022 and 2021: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Derivatives 2022 2021 Derivative liability balance at beginning of period $ - $ 176,000 Reclass to equity upon conversion or redemption - (205,000 ) Additions to derivatives 12,985,000 - Change in fair value 116,000 29,000 Balance at end of period $ 13,101,000 $ - At March 31, 2022, the fair value of the derivative liabilities of convertible notes was estimated using a bi-nomial model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.225 2.28% 109.47% 1.75 Warrant liability 2022 2021 Warrant liability balance at beginning of period $ - $ 90,000 Additions to warrant liability 5,910,000 - Reclass to equity upon cancellation or exercise - (90,000 ) Change in fair value (1,987,000 ) - Balance at end of period $ 3,923,000 $ - |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Buildings 39 Machinery and Equipment 7 10 Vehicles 10 Furniture and Fixtures 3 10 |
ASSET ACQUISITION (Tables)
ASSET ACQUISITION (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF CONSIDERATION ALLOCATED TO ACQUIRED ASSETS | The $ 10,136,000 SCHEDULE OF CONSIDERATION ALLOCATED TO ACQUIRED ASSETS Equipment $ 7,015,000 69.2 % Vehicles 202,000 2.0 % Buildings 2,797,000 26.6 % Land 122,000 1.2 % $ 10,136,000 100 % |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSETS | A summary of the fixed assets as of March 31, 2022 and March 31, 2021 is as follows: SCHEDULE OF FIXED ASSETS March 31, 2022 March 31, 2021 Land $ 324,293 $ 324,293 Buildings 5,611,723 4,702,063 Machinery and equipment 10,524,343 7,580,873 Autos and trucks 247,356 213,849 Fixed assets, gross 16,707,715 12,815,178 Accumulated depreciation (1,909,612 ) (584,521 ) Fixed assets, net $ 14,798,103 $ 12,236,557 |
LICENSE AGREEMENTS (Tables)
LICENSE AGREEMENTS (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
License Agreements | |
SCHEDULE OF SALES MILESTONES | The Sales Milestones are: SCHEDULE OF SALES MILESTONES Year 3 $ 250,000 Year 4 $ 375,000 Year 5 $ 625,000 Year 6 $ 875,000 All subsequent years $ 1,000,000 |
FEDERAL INCOME TAX (Tables)
FEDERAL INCOME TAX (Tables) | 12 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSE | The components of income tax expense for the years ended March 31, 2022 and 2021 consist of the following: SCHEDULE OF INCOME TAX EXPENSE 2022 2021 Federal Tax statutory rate 21.00 % 21.00 % Permanent differences 18.40 % 3.46 % Valuation allowance (39.40 )% (24.46 )% Effective rate 0.00 % 0.00 % |
SCHEDULE OF DEFERRED TAX ASSET | Significant components of the Company’s deferred tax assets as of March 31, 2021 and 2020 are summarized below. SCHEDULE OF DEFERRED TAX ASSET 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 6,022,000 $ 3,429,000 Other (350,000 ) - Total deferred tax asset 5,672,000 3,429,000 Valuation allowance (5,672,000 ) (3,429,000 ) Total $ - $ - |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Aug. 25, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Ownership percentage | 100% | ||
Net loss available for common stockholders | $ 96,352,755 | $ 5,920,870 | |
Accumulated deficit | 150,036,023 | 53,683,268 | |
Working capital deficit | 17,017,000 | ||
Proceeds from sale of stock | 17,277,000 | ||
Proceeds from convertible debenture | 13,905,000 | ||
Escrow account | 1,500,000 | ||
Series E Preferred Stock [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from preferred stock | $ 1,348,000 | ||
Securities Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Variable interest entity, ownership percentage | 51% | ||
Securities Purchase Agreement [Member] | Natural Aquatic Systems Inc [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Issued and outstanding shares of common, percentage | 49% | ||
Ownership percentage | 100% |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Derivative liability, beginning | $ 176,000 | |
Reclass to equity upon conversion or redemption | (205,000) | |
Additions to derivatives | 12,985,000 | |
Change in fair value | 116,000 | 29,000 |
Derivative liability, ending | 13,101,000 | |
Warrant liability, beginning | 90,000 | |
Additions to warrant liability | 5,910,000 | |
Reclass to equity upon cancellation or exercise | (90,000) | |
Change in fair value | (1,987,000) | |
Warrant liability, beginning | $ 3,923,000 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | 12 Months Ended |
Mar. 31, 2022 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 39 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | |
Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 shares | |
Property, Plant and Equipment [Line Items] | ||
Convertible debentures | 4,762,376 | |
Warrants outstanding | 18,506,429 | |
Cash, FDIC insured amount | $ | $ 250,000 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 0.0228 | |
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 0.0242 | |
Measurement Input, Price Volatility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 1.0947 | |
Measurement Input, Price Volatility [Member] | Warrant [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 1.859 | |
Measurement Input, Price Volatility [Member] | Warrant [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 2.059 | |
Measurement Input, Expected Term [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input term | 1 year 9 months | |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Antidilutive securities | 5,000,000 | 5,000,000 |
Convertible debentures | 674,832,000 | 560,745,000 |
Series E Redeemable Convertible Preferred stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Antidilutive securities | 2,840 | |
Convertible debentures | 9,737,000 | |
Fixed coversion price | $ / shares | $ 0.35 | |
Series F Preferred Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Antidilutive securities | 750,000 | |
Series F Preferred Stock [Member] | Holder [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Convertible debentures | 98,779,000 | |
Debt conversion price, percentage | 90% | |
Series F Preferred Stock [Member] | Options [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Convertible debentures | 162,080,000 | |
Series F Preferred Stock [Member] | Convertible Debt Securities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Convertible debentures, value | $ | $ 18,768,000 | |
Series B Preferred Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Antidilutive securities | 607 | |
Convertible debentures | 1,202,000 | |
Series D Preferred Stock [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Antidilutive securities | 6,050 | |
Convertible debentures | 60,050,000 | |
Fixed coversion price | $ / shares | $ 0.10 | |
Common Stock [Member] | Measurement Input, Share Price [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 0.225 | |
Common Stock [Member] | Measurement Input, Share Price [Member] | Warrant [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability, measurement input | 0.225 |
SCHEDULE OF CONSIDERATION ALLOC
SCHEDULE OF CONSIDERATION ALLOCATED TO ACQUIRED ASSETS (Details) | 12 Months Ended |
Mar. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |
Consideration allocated | $ 10,136,000 |
Allocated percentage | 100% |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Consideration allocated | $ 7,015,000 |
Allocated percentage | 69.20% |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Consideration allocated | $ 202,000 |
Allocated percentage | 2% |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Consideration allocated | $ 2,797,000 |
Allocated percentage | 26.60% |
Land [Member] | |
Property, Plant and Equipment [Line Items] | |
Consideration allocated | $ 122,000 |
Allocated percentage | 1.20% |
ASSET ACQUISITION (Details Narr
ASSET ACQUISITION (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 17, 2020 | Dec. 15, 2020 | Mar. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument, interest rate | 8% | ||
Asset Purchase Agreement [Member] | VeroBlue Farms USA, Inc. [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Business combination, consideration transferred | $ 10,000,000 | ||
Asset Purchase Agreement [Member] | VeroBlue Farms USA, Inc. [Member] | First Transaction [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments to related party | $ 5,000,000 | ||
Asset Purchase Agreement [Member] | VeroBlue Farms USA, Inc. [Member] | Second Transaction [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments to related party | $ 3,000,000 | ||
Debt instrument, term | 36 months | ||
Debt instrument, interest rate | 5% | ||
Asset Purchase Agreement [Member] | VeroBlue Farms USA, Inc. [Member] | Third Transaction [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments to related party | $ 2,000,000 | ||
Debt instrument, term | 48 months | ||
Debt instrument, interest rate | 5% |
SCHEDULE OF FIXED ASSETS (Detai
SCHEDULE OF FIXED ASSETS (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 324,293 | $ 324,293 |
Buildings | 5,611,723 | 4,702,063 |
Machinery and equipment | 10,524,343 | 7,580,873 |
Autos and trucks | 247,356 | 213,849 |
Fixed assets, gross | 16,707,715 | 12,815,178 |
Accumulated depreciation | (1,909,612) | (584,521) |
Fixed assets, net | $ 14,798,103 | $ 12,236,557 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,307,038 | $ 346,437 |
PATENT ACQUISITION (Details Nar
PATENT ACQUISITION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 19, 2021 | Mar. 31, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 25, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Equity ownership, percentage | 100% | ||||
Partnership percentage | 100% | ||||
Fair value of shares | $ 610,000 | ||||
Amortization expenses | $ 341,500 | ||||
Patents Purchase Agreement [Member] | F&T Water Solutions LLC [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Equity ownership, percentage | 50% | ||||
Patent purchase price | $ 2,000,000 | ||||
Issuance of common stock | 9,900,990 | ||||
Market value price per share | $ 0.505 | ||||
Fair value of shares | $ 5,000,000 | ||||
Cost of acquisition | 7,000,000 | ||||
Amortization, Year one | 390,000 | ||||
Amortization, Year two | 390,000 | ||||
Amortization, Year three | 390,000 | ||||
Amortization, Year four | 390,000 | ||||
Amortization, Year five | 390,000 | ||||
Finite lived intangible assets, net | $ 1,950,000 |
SCHEDULE OF SALES MILESTONES (D
SCHEDULE OF SALES MILESTONES (Details) | Mar. 31, 2022 USD ($) |
License Agreements | |
Year 3 (Royalty) | $ 250,000 |
Year 4 (Royalty) | 375,000 |
Year 5 (Royalty) | 625,000 |
Year 6 (Royalty) | 875,000 |
All subsequent years (Royalty) | $ 1,000,000 |
LICENSE AGREEMENTS (Details Nar
LICENSE AGREEMENTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Aug. 25, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Ownership percentage | 100% | ||
Agreements term | 10 years | ||
Amortization expense | $ 881,500 | ||
Technology Rights Agreement [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Amortization expense | 540,000 | ||
Amortization, Year one | 1,076,000 | ||
Amortization, Year two | 1,076,000 | ||
Amortization, Year three | 1,076,000 | ||
Amortization, Year four | 1,076,000 | ||
Amortization, Year five | 1,076,000 | ||
Amortization, After year five | $ 5,381,000 | ||
Hydrenesis-Delta Systems, LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Consideration arrangements, description | The consideration for the Equipment Rights consists of the sum of $2,500,000, with $500,000 in cash paid at closing, and $500,000 to be paid on the first day of the next calendar quarter, plus $250,000 to be paid on the first day of each successive calendar quarter until the amount is paid in full. | ||
Consideration for the equipment rights | $ 2,500,000 | ||
Consideration for the equipment rights in cash | 500,000 | ||
Consideration for the equipment rights paid next quarter | 500,000 | ||
Payments to related party | 1,250,000 | ||
Accounts payable | $ 1,250,000 | ||
Hydrenesis-Delta Systems, LLC [Member] | Technology Rights Agreement [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Consideration arrangements, description | Per the Terms set forth in the Technology Rights Agreement, the consideration is defined as the sum of $10,000,000, consisting of $2,500,000 in cash at closing, and an additional $1,000,000 within 60 days after closing, and $6,500,000 worth of unrestricted common shares of stock in the parent company, NSI, at a stipulated share price of $0.505. | ||
Consideration transferred | $ 8,262,376 | $ 10,000,000 | |
Share price | $ 0.37 | $ 0.505 | |
Shares issued, shares | 4,762,376 | 12,871,287 | |
Royalty fee, percentage | 12.50% |
SHORT-TERM NOTE AND LINES OF _2
SHORT-TERM NOTE AND LINES OF CREDIT (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Extraco Bank [Member] | Line of Credit Facility 1 [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maturity date | Apr. 30, 2021 | ||
Line of credit facility, maximum borrowing capacity | $ 372,675 | ||
Line of credit, interest rate | 5% | ||
Line of credit | $ 372,675 | ||
Extraco Bank [Member] | Line of Credit Facility 2 [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maturity date | Apr. 30, 2021 | ||
Line of credit facility, maximum borrowing capacity | $ 200,000 | ||
Line of credit, interest rate | 5% | ||
Line of credit | 177,778 | ||
Line of credit facility, current borrowing capacity | $ 177,778 | ||
Capital One Bank [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 50,000 | ||
Line of credit, interest rate | 29.15% | ||
Line of credit | $ 9,580 | 9,580 | |
Chase Bank [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 25,000 | ||
Line of credit, interest rate | 13.25% | ||
Line of credit | $ 10,237 | $ 10,237 |
BANK LOANS (Details Narrative)
BANK LOANS (Details Narrative) - USD ($) | Jan. 10, 2020 | Jan. 10, 2017 | Nov. 03, 2015 | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 10, 2020 | Jan. 01, 2016 |
Short-Term Debt [Line Items] | |||||||
Interest rate percentage | 2% | ||||||
Current liabilities | $ 21,846,261 | $ 4,425,511 | |||||
Short Term Note Agreement [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument maturity date | Jul. 18, 2021 | ||||||
Short term note payable | 3,124 | ||||||
Promissory note outstanding amount | $ 25,298 | ||||||
Debt instrument interest rate percentage | 8% | ||||||
Community National Bank [Member] | Short Term Note Agreement [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument maturity date | Dec. 15, 2017 | ||||||
Short term note payable | $ 50,000 | ||||||
Paycheck Protection Program [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Loan amount | $ 103,200 | ||||||
Promissory Note [Member] | Community National Bank [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Notes payable | 214,452 | ||||||
Current liabilities | $ 8,725 | ||||||
Promissory Note [Member] | Community National Bank [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Notes payable | $ 245,000 | ||||||
Interest rate percentage | 5% | ||||||
Debt instrument maturity date | Feb. 01, 2037 | Jan. 10, 2020 | |||||
Debt instrument, face amount | $ 222,736 | ||||||
Debt instrument periodic payment | $ 1,730 | ||||||
Debt instrument description | The loan has an initial yearly rate of interest of 5.75%, which may change beginning on February 1, 2023 and each 36 months thereafter, to the Wall Street Journal Prime Rate plus 1%, but never below 4.25%. The monthly payments may change on the same dates as the interest changes. |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 15, 2021 | Apr. 30, 2021 | Apr. 16, 2021 | Apr. 14, 2021 | Feb. 26, 2021 | Dec. 21, 2020 | Sep. 14, 2020 | May 05, 2020 | Apr. 17, 2019 | Mar. 01, 2019 | Jan. 25, 2019 | Jan. 10, 2019 | Sep. 14, 2018 | Aug. 24, 2018 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2019 | Mar. 10, 2022 | Jan. 01, 2016 | |
Debt instrument interest rate percentage | 2% | |||||||||||||||||||
Debt instrument unamortized discount | $ 13,940,000 | |||||||||||||||||||
Common stock, shares authorized | 900,000,000 | 900,000,000 | ||||||||||||||||||
Amortization of beneficial conversion feature | $ 3,439,219 | |||||||||||||||||||
Converted shares | 4,762,376 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Amortization of beneficial conversion feature | ||||||||||||||||||||
December 15, 2021 Debenture [Member] | ||||||||||||||||||||
Extension fee | $ 249,079 | |||||||||||||||||||
Common stock, shares authorized | 65,000,000 | |||||||||||||||||||
Common stock shares unissued | 100,000,000 | |||||||||||||||||||
Debt instrument unused borrowing capacity description | Upon such an Event of Default, the interest rate increases to 18% per annum and the outstanding balance of the Note increases from 5% to 15%, depending upon the specific Event of Default. | |||||||||||||||||||
Beneficial conversion feature | 12,985,000 | |||||||||||||||||||
December 15, 2021 Debenture [Member] | Common Stock [Member] | ||||||||||||||||||||
Number share issued value | 15,000,000 | |||||||||||||||||||
February 26, 2021 Debenture [Member] | ||||||||||||||||||||
Beneficial conversion feature | $ 164,000 | |||||||||||||||||||
Convertible note principal amount | 720,000 | |||||||||||||||||||
Original discount | $ 120,000 | |||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||
Conversion rate | $ 0.36 | |||||||||||||||||||
Change in conversion rate | $ 0.10 | |||||||||||||||||||
Amortization of beneficial conversion feature | $ 27,273 | |||||||||||||||||||
Note discount | $ 20,000 | |||||||||||||||||||
Convertible debt paid | $ 422,000 | |||||||||||||||||||
Settlement of convertible note | $ 720,000 | |||||||||||||||||||
Accrued interest | 13,000 | |||||||||||||||||||
Redemption fee | 110,000 | |||||||||||||||||||
Total redemption amount | 842,972 | |||||||||||||||||||
Settlement paid by cash | $ 421,486 | |||||||||||||||||||
Converted shares | 1,303,982 | |||||||||||||||||||
Apirl 17, 2019 Debenture [Member] | 10% Convertible Promissory Note [Member] | ||||||||||||||||||||
Beneficial conversion feature | $ 59,000 | |||||||||||||||||||
Convertible note principal amount | $ 110,000 | 110,000 | ||||||||||||||||||
Original discount | 10,000 | |||||||||||||||||||
Converted shares | 1,014,001 | |||||||||||||||||||
Purchase price | $ 100,000 | |||||||||||||||||||
Maturity date | Jan. 23, 2020 | |||||||||||||||||||
Outstanding principal amount increase percentage | 150% | |||||||||||||||||||
Liquidation damages percentage | 25% | |||||||||||||||||||
Liquidation amount | $ 15,000 | |||||||||||||||||||
Conversion rate | $ 0.124 | $ 0.124 | ||||||||||||||||||
Variable conversion rate | 70% | |||||||||||||||||||
Apirl 17, 2019 Debenture [Member] | 10% Convertible Promissory Note [Member] | Minimum [Member] | ||||||||||||||||||||
Percentage of principal amount redeemed | 120% | |||||||||||||||||||
Apirl 17, 2019 Debenture [Member] | 10% Convertible Promissory Note [Member] | Maximum [Member] | ||||||||||||||||||||
Percentage of principal amount redeemed | 130% | |||||||||||||||||||
August 24, 2018 Debenture [Member] | 10% Convertible Promissory Note [Member] | ||||||||||||||||||||
Debt instrument interest rate percentage | 24% | |||||||||||||||||||
Share price | $ 0.03 | |||||||||||||||||||
Risk free interest rate | 0.13% | |||||||||||||||||||
Expected volatility | 158.29% | |||||||||||||||||||
Convertible note principal amount | $ 29,057 | $ 55,000 | $ 57,164 | |||||||||||||||||
Settlement of convertible note | $ 55,000 | |||||||||||||||||||
Accrued interest | 1,974 | |||||||||||||||||||
Converted shares | 2,039,069 | 9,291,354 | ||||||||||||||||||
Maturity date | Aug. 24, 2019 | |||||||||||||||||||
Conversion rate | $ 0.014 | |||||||||||||||||||
Debt Instrument, Description | The interest rate increases to 24% per annum upon an event of default, as set forth in the agreement, including a cross default to all other outstanding notes, and if the debenture is not paid at maturity the principal due increases by 10%. If the Company loses its bid price the principal outstanding on the debenture increases by 20%, and if the Company’s common stock is delisted, the principal increases by 50%. The note is convertible into shares of the Company’s common stock at a price per share equal to 57% of the lowest closing bid price for the last 20 days. The discount is increased an additional 10%, to 47%, upon a “DTC chill”. | |||||||||||||||||||
Purchase from noteholders | $ 82,612 | |||||||||||||||||||
Fair value of converted derivative liability | $ 8,000 | |||||||||||||||||||
Reclasification of equity | $ 30,000 | |||||||||||||||||||
September 14, 2018 Debenture [Member] | 12% Convertible Promissory Note [Member] | ||||||||||||||||||||
Debt instrument face amount | $ 197,215 | |||||||||||||||||||
Debt instrument interest rate percentage | 24% | |||||||||||||||||||
Share price | $ 0.03 | |||||||||||||||||||
Risk free interest rate | 0.13% | |||||||||||||||||||
Expected volatility | 158.29% | |||||||||||||||||||
Convertible note principal amount | $ 112,500 | |||||||||||||||||||
Original discount | $ 10,250 | |||||||||||||||||||
Settlement of convertible note | 101,550 | |||||||||||||||||||
Accrued interest | 13,695 | |||||||||||||||||||
Converted shares | 35,887,170 | |||||||||||||||||||
Maturity date | Mar. 14, 2019 | |||||||||||||||||||
Conversion rate | $ 0.006 | |||||||||||||||||||
Fair value of converted derivative liability | $ 21,000 | |||||||||||||||||||
Reclasification of equity | $ 175,000 | |||||||||||||||||||
Defult principal amount | $ 81,970 | |||||||||||||||||||
September 14, 2018 Debenture [Member] | 12% Convertible Promissory Note [Member] | ||||||||||||||||||||
Debt Instrument, Description | The note is convertible into shares of the Company’s common stock at a variable conversion rate that is equal to the lesser of 60% of the lowest trading price for the last 20 days prior to the issuance of the note or 60% of the lowest market price over the 20 days prior to conversion. The conversion price shall be adjusted upon subsequent sales of securities at a price lower than the original conversion price. There are additional 10% adjustments to the conversion price for events set forth in the agreement, including if the conversion price is less than $0.01, if the Company is not DTC eligible, the Company is no longer a reporting company, or the note cannot be converted into free trading shares on or after nine months from issue date. Per the agreement, the Company is required at all times to have authorized and reserved three times the number of shares that is actually issuable upon full conversion of the note. The conversion feature meets the definition of a derivative and therefore requires bifurcation and is accounted for as a derivative liability. | |||||||||||||||||||
March 1, 2019 Debenture [Member] | 10% Convertible Promissory Note [Member] | ||||||||||||||||||||
Beneficial conversion feature | $ 134,000 | |||||||||||||||||||
Convertible note principal amount | 168,000 | |||||||||||||||||||
Original discount | 18,000 | |||||||||||||||||||
Settlement of convertible note | $ 168,000 | |||||||||||||||||||
Accrued interest | $ 30,847 | |||||||||||||||||||
Converted shares | 795,387 | |||||||||||||||||||
Purchase price | $ 150,000 | |||||||||||||||||||
Maturity date | Nov. 01, 2019 | |||||||||||||||||||
Outstanding principal amount increase percentage | 150% | |||||||||||||||||||
Conversion rate | $ 0.25 | $ 0.25 | ||||||||||||||||||
Variable conversion rate | 70% | |||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||
Share price | $ 0.55 | |||||||||||||||||||
Number share issued value | $ 5,000,000 | |||||||||||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | ||||||||||||||||||||
Debt instrument face amount | $ 16,320,000 | |||||||||||||||||||
Debt instrument interest rate percentage | 12% | |||||||||||||||||||
Debt instrument unamortized discount | $ 1,300,000 | |||||||||||||||||||
Debt instrument transaction expense | 20,000 | |||||||||||||||||||
Debt issuance costs | 2,035,000 | |||||||||||||||||||
Payments of loan costs | $ 1,095,000 | |||||||||||||||||||
Number of warrant issued | 3,000,000 | |||||||||||||||||||
Fair value private placement | $ 940 | |||||||||||||||||||
Share price | $ 0.32 | $ 0.305 | ||||||||||||||||||
Risk free interest rate | 1.19% | 0.69% | ||||||||||||||||||
Expected volatility | 209.90% | 125.90% | ||||||||||||||||||
Expected dividend rate | 0% | |||||||||||||||||||
Outstanding investor redeem | $ 1,000,000 | |||||||||||||||||||
Investment redemption fee per share | $ 0.0001 | |||||||||||||||||||
Debt instrument outstanding face amount | $ 2,448,000 | |||||||||||||||||||
Exercise price | $ 0.3075 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 23, 2021 | Dec. 15, 2020 | Jul. 15, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 01, 2016 | |
Short-Term Debt [Line Items] | ||||||
Debt instrument interest rate | 2% | |||||
Gain on Vero Blue note settlement | $ 815,943 | |||||
Note payable | 96,000 | 96,000 | ||||
Promissory Note A [Member] | VBF [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal of promissory note | $ 3,000,000 | |||||
Debt payment term | 36 months | |||||
Debt instrument interest rate | 5% | |||||
Promissory Note B [Member] | VBF [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal of promissory note | $ 2,000,000 | |||||
Debt payment term | 48 months | |||||
Debt instrument interest rate | 5% | |||||
Promissory Notes A and B [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Repayments of Debt | $ 4,500,000 | |||||
Gain on Vero Blue note settlement | $ 815.943 | |||||
Promissory Note [Member] | Williams [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal of promissory note | $ 383,604 | |||||
Debt instrument periodic payment | $ 8,000 | |||||
Note payable, less current maturities | 215,604 | 311,604 | ||||
Note payable | $ 96,000 | $ 96,000 |
ACQUISITION OF NON-CONTROLLIN_2
ACQUISITION OF NON-CONTROLLING INTEREST (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
May 20, 2021 | May 19, 2021 | May 05, 2021 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 25, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Common shares issued for acquisition of noncontrolling interest | $ (1,000,000) | ||||||
Fair value of shares | $ 610,000 | ||||||
Partnership prcentage | 100% | ||||||
Additional Paid-in Capital [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Common shares issued for acquisition of noncontrolling interest | $ 3,087,830 | $ (3,087,830) | |||||
F&T [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Partnership prcentage | 49% | ||||||
NAS [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Partnership prcentage | 100% | ||||||
Non-controlling interest in NAS | $ 87,830 | ||||||
Securities Purchase Agreement [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Purchase of common stock, shares | 2,727,272 | 15,454,456 | |||||
Patents Purchase Agreement [Member] | F&T Water Solutions LLC [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Acquisition share price | $ 0.505 | ||||||
Series B Preferred Equity Offering [Member] | Securities Purchase Agreement [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Purchase of common stock, shares | 980,000 | ||||||
Total acquisition | $ 3,000,000 | ||||||
Common shares issued for acquisition of noncontrolling interest | $ 1,000,000 | ||||||
Stock Issued During Period, Shares, Acquisitions | 3,960,396 | ||||||
Fair value of shares | $ 2,000,000 | ||||||
Partnership prcentage | 51% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Oct. 01, 2022 USD ($) shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 01, 2022 USD ($) $ / shares shares | Feb. 22, 2022 $ / shares shares | Nov. 22, 2021 USD ($) $ / shares shares | Jun. 28, 2021 USD ($) $ / shares shares | May 24, 2021 USD ($) $ / shares shares | May 20, 2021 USD ($) $ / shares shares | May 05, 2021 USD ($) $ / shares shares | Apr. 15, 2021 USD ($) shares | Apr. 14, 2021 USD ($) $ / shares shares | Jan. 10, 2021 USD ($) shares | Jan. 08, 2021 USD ($) shares | Dec. 25, 2020 USD ($) $ / shares shares | Dec. 18, 2020 USD ($) $ / shares shares | Dec. 16, 2020 USD ($) $ / shares shares | Aug. 24, 2020 USD ($) $ / shares shares | Jun. 12, 2020 USD ($) $ / shares shares | Sep. 17, 2019 USD ($) shares | Sep. 05, 2019 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2020 USD ($) shares | Dec. 15, 2021 shares | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Shares issued as consideration for Rights Agreement | 4,762,376 | |||||||||||||||||||||||||
Warrant to purchase shares | 3,739,000 | 10,000,000 | ||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.75 | $ 0.75 | ||||||||||||||||||||||||
Fair value of warrants adjustment | $ | $ (1,987,000) | |||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Proceeds from purchasers | $ | $ 17,277,123 | |||||||||||||||||||||||||
Proceeds from warrants | $ | $ 11,000 | |||||||||||||||||||||||||
Three Consultants [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Number of shares of common stock | 430,000 | |||||||||||||||||||||||||
Share price | $ / shares | $ 0.36 | |||||||||||||||||||||||||
Fair value of common stock | $ | $ 158,000 | |||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Number of shares of common stock | 200,000 | 500,000 | 1,500,000 | 1,500,000 | 1,250,000 | |||||||||||||||||||||
Share price | $ / shares | $ 0.50 | $ 0.39 | $ 0.041 | $ 0.045 | $ 0.049 | |||||||||||||||||||||
Fair value of common stock | $ | $ 99,600 | $ 195,000 | $ 616,500 | $ 67,500 | $ 61,250 | 67,500 | ||||||||||||||||||||
Shares vested value | $ | $ 121,875 | 24,900 | ||||||||||||||||||||||||
Prepaid expense | $ | 308,250 | |||||||||||||||||||||||||
Consulting expense | $ | $ 308,250 | $ 308,250 | ||||||||||||||||||||||||
Consultant [Member] | First Six Months [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share based compensation | $ | 12,500 | |||||||||||||||||||||||||
Consultant [Member] | Per Month Thereafter [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share based compensation | $ | $ 15,000 | |||||||||||||||||||||||||
Consultant [Member] | Vested Immediately [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Number of shares vested | 50,000 | |||||||||||||||||||||||||
Consultant [Member] | Each Quarter [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Number of shares vested | 50,000 | |||||||||||||||||||||||||
Consultant [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Number of shares vested | 62,500 | |||||||||||||||||||||||||
Shares vested value | $ | $ 24,275 | |||||||||||||||||||||||||
New Employees [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Number of shares of common stock | 175,000 | |||||||||||||||||||||||||
Share price | $ / shares | $ 0.395 | |||||||||||||||||||||||||
Fair value of common stock | $ | $ 68,300 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share price | $ / shares | $ 0.55 | $ 0.55 | ||||||||||||||||||||||||
Common stock purchase price per share | $ / shares | $ 0.55 | |||||||||||||||||||||||||
Fair value of common stock | $ | $ 5,000,000 | |||||||||||||||||||||||||
Warrant to purchase shares | 10,000,000 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.75 | |||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Number of commitments shares | 1,000,000 | |||||||||||||||||||||||||
Proceeds from purchasers | $ | $ 4,732,123 | |||||||||||||||||||||||||
Purchase of common stock , shares | 2,727,272 | 15,454,456 | ||||||||||||||||||||||||
Purchase of common stock | $ | $ 1,455,000 | $ 8,245,000 | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | GHS [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share price | $ / shares | $ 0.40 | |||||||||||||||||||||||||
Warrant to purchase shares | 1,100,000 | |||||||||||||||||||||||||
Fair value of warrants adjustment | $ | $ 11,000 | |||||||||||||||||||||||||
Purchase of common stock , shares | 3,000,000 | |||||||||||||||||||||||||
GHS Purchase Agreement [Member] | GHS [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant to purchase shares | 7,500,000 | |||||||||||||||||||||||||
Common stock underlying prefunded warrant | 1,100,000 | |||||||||||||||||||||||||
Fair value of warrant | $ | $ 3,011,000 | |||||||||||||||||||||||||
Offering expenses | $ | 90,330 | |||||||||||||||||||||||||
Proceeds from warrants | $ | $ 2,909,670 | |||||||||||||||||||||||||
Leak-Out Agreements [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Number of shares of common stock | 13,861,386 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||
Preferred stock, shares issued | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||
Preferred stock value | $ | $ 500 | $ 500 | $ 500 | |||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | 5,000 | 5,000 | ||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 607 | |||||||||||||||||||||||
Preferred stock, stated value | $ | $ 1,200 | |||||||||||||||||||||||||
Preferred stock redeemable description | The Series B Preferred Stock are redeemable at the Company’s option, at percentages ranging from 120% to 135% for the first 180 days, based on the passage of time. The Series B are also redeemable at the holder’s option, upon the occurrence of a triggering event which includes a change of control, bankruptcy, and the inability to deliver Series B Preferred Stock requested under conversion notices. The triggering redemption amount is at the greater of (i) 135% of the stated value or (ii) the product of the volume-weighted average price (“VWAP”) on the day proceeding the triggering event multiplied by the stated value divided by the conversion price. | |||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 607 | |||||||||||||||||||||||
Preferred stock value | $ | ||||||||||||||||||||||||||
Shares issued as consideration for Rights Agreement | 1,202,000 | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Shares issued as consideration for Rights Agreement | 607 | 5,008 | ||||||||||||||||||||||||
Preferred stock, dividends-in-kind shares | 232 | 115 | ||||||||||||||||||||||||
Number of shares of common stock | 10,068,000 | 113,517,030 | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | Various Tranches [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares issued | 3,250 | 2,250 | ||||||||||||||||||||||||
Preferred stock value | $ | $ 3,250,000 | $ 2,250,000 | ||||||||||||||||||||||||
Benficial conversion feature | $ | $ 1,335,000 | $ 475,000 | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | GHS Investments LLC [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000 | |||||||||||||||||||||||||
Preferred stock, stated value | $ | $ 1,200 | |||||||||||||||||||||||||
Proceeds from preferred stock | $ | $ 5,000,000 | |||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | 20,000 | ||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 6,050 | |||||||||||||||||||||||
Preferred stock, stated value | $ | $ 1,200 | |||||||||||||||||||||||||
Preferred stock redeemable description | The Series D Preferred Stock are also redeemable at the Company’s option, at percentages ranging from 115% to 125% for the first 180 days, based on the passage of time. The Company shall redeem the Series D Preferred Stock in cash upon a three business days prior notice to the holder or the holder may convert the Series D Preferred Stock within such three business days period prior to redemption. Additionally, the holder shall have the right to either redeem for cash or convert the Preferred Stock into Common Stock within three business days following the consummation of a qualified offering. The Series D Preferred Stock are also redeemable at the holder’s option, upon the occurrence of a triggering event which includes a change of control, bankruptcy, and the inability to deliver shares of common stock requested under conversion notices. The triggering redemption amount is 150% of the stated value. | |||||||||||||||||||||||||
Benficial conversion feature | $ | $ 1,721,000 | |||||||||||||||||||||||||
Shares issued as consideration for Rights Agreement | 60,050,000 | |||||||||||||||||||||||||
Preferred stock, dividend percentage | 12% | |||||||||||||||||||||||||
Common stock aggregate price | $ | $ 10,000,000 | |||||||||||||||||||||||||
Share price | $ / shares | $ 0.10 | |||||||||||||||||||||||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Benficial conversion feature | $ | $ 3,022,000 | $ 3,022,000 | ||||||||||||||||||||||||
Shares issued as consideration for Rights Agreement | 3,739.63 | |||||||||||||||||||||||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | Purchaser [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000 | |||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Proceeds from preferred stock | $ | $ 1,050,000 | $ 1,050,000 | $ 5,000,000 | |||||||||||||||||||||||
Preferred stock, shares issued | 1,050 | 1,050 | ||||||||||||||||||||||||
Preferred stock value | $ | $ 1,250,000 | $ 1,250,000 | 6,000,000 | |||||||||||||||||||||||
Benficial conversion feature | $ | $ 8,471,000 | |||||||||||||||||||||||||
Number of shares of common stock | 6,000,000 | |||||||||||||||||||||||||
Share price | $ / shares | $ 0.27 | |||||||||||||||||||||||||
Common stock purchase price per share | $ / shares | $ 1,000 | |||||||||||||||||||||||||
Preferred stock redemption discount | $ | $ 250,000 | $ 250,000 | $ 1,000,000 | |||||||||||||||||||||||
Fair value of common stock | $ | $ 1,616,250 | |||||||||||||||||||||||||
Accretion of redemption | $ | $ 302,500 | |||||||||||||||||||||||||
Series D Preferred Stock [Member] | Share Exchange Agreement [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Benficial conversion feature | $ | 3,270 | $ 3,326,172 | ||||||||||||||||||||||||
Exchange aggregate Preferred Stock | 3,600 | |||||||||||||||||||||||||
Exchange into dividend, amount | $ | $ 3,258,189 | |||||||||||||||||||||||||
Reedemable Preferred Stock | 2,450 | |||||||||||||||||||||||||
Reedemable amount | $ | $ 3,513,504 | |||||||||||||||||||||||||
Deemed dividend | $ | $ 2,719,538 | |||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||||
Preferred stock, shares outstanding | 2,840 | 2,840 | 0 | |||||||||||||||||||||||
Proceeds from preferred stock | $ | $ 1,348,000 | |||||||||||||||||||||||||
Number of shares of common stock | 10,000 | |||||||||||||||||||||||||
Share price | $ / shares | $ 1,200 | |||||||||||||||||||||||||
Preferred Stock conversion price per share | $ / shares | $ 0.35 | |||||||||||||||||||||||||
Dividend rate per annum | 12% | |||||||||||||||||||||||||
Percentage of stated value | 150% | |||||||||||||||||||||||||
Warrant to purchase shares | 270,000 | 3,000,000 | ||||||||||||||||||||||||
Series E Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Reedemable options percentage | 115% | |||||||||||||||||||||||||
Series E Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Reedemable options percentage | 125% | |||||||||||||||||||||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,500 | |||||||||||||||||||||||||
Preferred stock, stated value | $ | $ 1,000 | |||||||||||||||||||||||||
Shares issued as consideration for Rights Agreement | 2,400 | |||||||||||||||||||||||||
Number of shares of common stock | 8,228,572 | |||||||||||||||||||||||||
Share price | $ / shares | $ 0.38 | |||||||||||||||||||||||||
Exchange of shares, description | the holder has the option to exchange (in lieu of conversion), all or some of the shares of Series E Preferred Stock then held for any securities or units issued in a subsequent financing on a $1.00 for $1.00 basis. | |||||||||||||||||||||||||
Warrant to purchase shares | 3,739,000 | |||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.75 | |||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||
Purchase price of warrants | $ | $ 1,500,000 | |||||||||||||||||||||||||
Fair value of warrants adjustment | $ | $ 561,000 | $ 300,000 | ||||||||||||||||||||||||
Warrants issue as placement agent fees | 267,429 | |||||||||||||||||||||||||
Fair value of warrant issued | $ | $ 101,000 | |||||||||||||||||||||||||
Beneficial conversion feature | $ | 170 | |||||||||||||||||||||||||
Fair value of warrants issued in temporary equity | $ | 662,000 | |||||||||||||||||||||||||
Amortization | $ | $ 338,000 | |||||||||||||||||||||||||
New issue warrants fair value | $ | $ 1,373,000 | |||||||||||||||||||||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | Existing Warrant [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant to purchase shares | 10,000,000 | |||||||||||||||||||||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant measurement input | 1.33 | |||||||||||||||||||||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant measurement input | 209.9 | |||||||||||||||||||||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant measurement input | 0 | |||||||||||||||||||||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | Existing Warrant [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.35 | |||||||||||||||||||||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant to purchase shares | 1,500,000 | |||||||||||||||||||||||||
Series F Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 750,000 | 750,000 | 750,000 | |||||||||||||||||||||||
Redeemable convertible preferred stock, shares outstanding | 750,000 | 750,000 | 0 | |||||||||||||||||||||||
Series E Redeemable Convertible Preferred stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Redeemable convertible preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | |||||||||||||||||||||||
Redeemable convertible preferred stock, shares outstanding | 2,840 | 2,840 | 0 | |||||||||||||||||||||||
Shares issued as consideration for Rights Agreement | 9,737,000 | |||||||||||||||||||||||||
Series E Redeemable Convertible Preferred stock [Member] | Share Exchange Agreement [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 750,000 | |||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Preferred stock votes | 1,000 votes per each share of Series F Preferred Stock held by such holder. | |||||||||||||||||||||||||
Series F Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Number of shares of common stock | 250,000 | |||||||||||||||||||||||||
Share price | $ / shares | $ 0.246 | |||||||||||||||||||||||||
Number of shares issued for services | 750,000 | |||||||||||||||||||||||||
Common stock shares payable | 738,687,135 | |||||||||||||||||||||||||
Share based compensation | $ | $ 43,612,000 |
OPTIONS AND WARRANTS (Details N
OPTIONS AND WARRANTS (Details Narrative) | 12 Months Ended | |||
Nov. 22, 2021 $ / shares shares | Apr. 14, 2021 $ / shares shares | Mar. 31, 2022 USD ($) shares | Dec. 15, 2021 shares | |
Warrants issued | 3,739,000 | 10,000,000 | ||
Exercise price of warrant | $ / shares | $ 0.75 | $ 0.75 | ||
Warrant exercise price, decrease | $ / shares | $ 0.35 | |||
Warrants outstanding | 18,506,429 | |||
Fair value of warrants | $ | $ 3,986,000 | |||
Decrease in fair value of warrant | $ | $ 2,061,000 | |||
Measurement Input, Risk Free Interest Rate [Member] | ||||
Derivative Liability, Measurement Input | 0.0228 | |||
Measurement Input, Risk Free Interest Rate [Member] | Black-Schole Model [Member] | ||||
Derivative Liability, Measurement Input | 0.0242 | |||
Measurement Input, Price Volatility [Member] | ||||
Derivative Liability, Measurement Input | 1.0947 | |||
Measurement Input, Price Volatility [Member] | Black-Schole Model [Member] | ||||
Derivative Liability, Measurement Input | 2.059 | |||
Measurement Input, Expected Dividend Rate [Member] | Black-Schole Model [Member] | ||||
Derivative Liability, Measurement Input | 0 | |||
Series E Preferred Stock [Member] | ||||
Warrants issued | 270,000 | 3,000,000 | ||
Options issued | 1,500,000 | |||
Common Stock [Member] | Measurement Input, Share Price [Member] | ||||
Derivative Liability, Measurement Input | 0.225 | |||
Common Stock [Member] | Measurement Input, Share Price [Member] | Black-Schole Model [Member] | ||||
Derivative Liability, Measurement Input | 0.225 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||
May 11, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Aug. 10, 2021 | Jan. 01, 2016 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Accrued payroll | $ 119,000 | $ 154,000 | |||
Consulting services | 50,000 | 50,000 | |||
Interest rate percentage | 2% | ||||
Notes payable related party | $ 290,000 | ||||
Interest rate | 8% | ||||
Accrued Interest payable | $ 146,000 | 118,000 | |||
Current liability | 54,647 | 54,647 | |||
Notes Payable [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Payment of debt | 655,750 | ||||
Outstanding balance | 77,000 | 735,000 | |||
Accrued interest payable | 74,000 | 66,000 | |||
President [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Payment of accrued payroll | 35,000 | ||||
Bonus issued | 200,000 | ||||
Accrued expenses | $ 300,000 | ||||
Chief Financial Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Bonus issued | $ 300,000 | ||||
Chief Technical Officer [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Bonus issued | 200,000 | ||||
Accrued expenses | $ 300,000 | ||||
President and CTO [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Accrued expenses | 200,000 | ||||
President [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Notes payable related party | $ 486,500 | ||||
Interest rate | 8% | ||||
Notes payable | $ 356,404 | $ 356,404 |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (Details) | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal Tax statutory rate | 21% | 21% |
Permanent differences | 18.40% | 3.46% |
Valuation allowance | (39.40%) | (24.46%) |
Effective rate | 0% | 0% |
SCHEDULE OF DEFERRED TAX ASSET
SCHEDULE OF DEFERRED TAX ASSET (Details) - USD ($) | Mar. 31, 2022 | Mar. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 6,022,000 | $ 3,429,000 |
Other | (350,000) | |
Total deferred tax asset | 5,672,000 | 3,429,000 |
Valuation allowance | (5,672,000) | (3,429,000) |
Total |
FEDERAL INCOME TAX (Details Nar
FEDERAL INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carry forwards | $ 28,676,000 | $ 282,000 | |
Change in net deferred tax asset and valuation allowance | $ 2,243,000 | $ 1,454,000 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 1 Months Ended | |||||
Sep. 08, 2021 | Aug. 02, 2021 | Jun. 24, 2019 | May 26, 2021 | Aug. 01, 2021 | Jun. 02, 2021 | |
Lease | ||||||
Monthly lease payment | $ 300 | $ 7,000 | $ 5,000 | |||
Lease termination date | Oct. 31, 2025 | |||||
Monthly lease rent payment | $ 1,727 | |||||
Deposit | $ 52,362 | |||||
Security deposit | $ 17,454 | |||||
Lease liability values | $ 17,000 | $ 275,400 | $ 316,000 | |||
Borrowing rate | 5.75% | 5.75 | 5% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2022 | Apr. 30, 2022 | Nov. 15, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Settlement amount | $ 12,000 | ||
Shares issued during settlement | 93,000,000 | ||
Fair value of stock issued | $ 29,388,000 | ||
Common share value | $ 0.316 | ||
Stock payable | 28,494,706 | ||
Reclassified stock payable | $ 9,415,950 | ||
Forecast [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Reclassified stock payable | $ 60,841,649 | ||
April 1, 2015 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Annual salary | $ 96,000 | ||
Employment agreement description | The Employment Agreement provides that in the event the employee is terminated without cause or resigns for good reason (as defined in their Employment Agreement), the employee will receive, as severance the employee’s base salary for a period of 60 months following the date of termination. In the event of a change of control of the Company, the employee may elect to terminate the Employment Agreement within 30 days thereafter and upon such termination would receive a lump sum payment equal to 500% of the employee’s base salary. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Apr. 25, 2022 | May 17, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Subsequent Event [Line Items] | ||||
Proceeds from convertible debt | $ 8,905,000 | $ 600,000 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from convertible debt | $ 1,500,000 | |||
Series E Preferred Stock [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion of stock, shares converted | 400 | |||
Common Stock [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion of stock, shares issued | 1,523,810 |