Cover
Cover | 12 Months Ended |
Mar. 31, 2023 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Current assets | ||
Cash | $ 216,465 | $ 1,734,040 |
Accounts receivable | 17,325 | 14,385 |
Escrow account | 1,500,000 | |
Inventory | 25,725 | 69,170 |
Prepaid expenses | 286,593 | 1,511,546 |
Deferred offering costs | 1,336,263 | |
Total current assets | 1,882,371 | 4,829,141 |
Fixed assets, net | 15,043,715 | 14,798,103 |
Other assets | ||
Construction-in-process | 25,130 | 1,087,101 |
Patents, net | 6,268,500 | 6,658,500 |
License Agreement, net | 9,142,376 | 10,222,376 |
Right of Use asset | 204,243 | 282,753 |
Deposits | 20,633 | 20,633 |
Total other assets | 15,660,882 | 18,271,363 |
Total assets | 32,586,968 | 37,898,607 |
Current liabilities | ||
Accounts payable | 3,510,206 | 2,802,787 |
Accrued interest | 923,387 | 500,450 |
Accrued interest - related parties | 219,542 | 203,520 |
Other accrued expenses | 1,314,961 | 207,418 |
Accrued expenses - related parties | 400,306 | 200,000 |
Short-term Promissory Note and Lines of credit | 19,817 | 20,044 |
Restructured August note payable | 2,400,000 | |
Dividends payable | 579,248 | 296,630 |
Derivative liability | 13,101,000 | |
Warrant liability | 355,000 | 3,923,000 |
Lease Liability, current | 87,804 | |
Total current liabilities | 11,221,783 | 21,846,261 |
Convertible debenture, less unamortized debt discount of $9,680,000 as of March 31, 2022 | 2,629,079 | |
Restructured Senior note payable | 21,290,000 | |
Note payable, less current maturities | 23,604 | 119,604 |
Lease Liability, non-current | 125,189 | 286,253 |
Total liabilities | 32,660,576 | 24,881,197 |
Commitments and contingencies (Note 17) | ||
Stockholders’ deficit | ||
Series A Convertible Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at March 31, 2023 and March 31, 2022 | 500 | 500 |
Common stock, $0.0001 par value, 900,000,000 shares authorized, 803,123,748 shares issued and outstanding at March 31, 2023 and 674,831,624 shares issued and 674,644,124 shares outstanding at March 31, 2022, respectively | 80,377 | 67,500 |
Additional paid in capital | 121,156,733 | 96,701,607 |
Stock to be issued | 662,767 | 20,132,650 |
Subscription receivable | (56,250) | |
Accumulated deficit | (167,533,292) | (150,036,023) |
Total stockholders’ deficit | (45,689,165) | (33,133,766) |
Total liabilities, mezzanine and stockholders’ deficit | 32,586,968 | 37,898,607 |
Series E Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Temporary equity, value | 2,003,557 | 2,539,176 |
Series F Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities | ||
Temporary equity, value | 43,612,000 | 43,612,000 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Notes payable | 671,100 | 96,000 |
Related Party [Member] | ||
Current liabilities | ||
Notes payable | $ 740,412 | $ 495,412 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Unamortized debt discount | $ 9,680,000 | |
Convertible preferred stock, par value | $ 0.0001 | |
Convertible preferred stock, shares authorized | 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 | 803,123,748 | 674,831,624 |
Common stock, shares outstanding | 803,123,748 | 674,644,124 |
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 | 1,670 | 2,840 |
Redeemable convertible preferred stock, shares outstanding | 1,670 | 2,840 |
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 | 750,000 |
Redeemable convertible preferred stock, shares outstanding | 750,000 | 750,000 |
Series A Convertible 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Sales | $ 238,685 | $ 33,765 |
Cost of sales | 200,853 | |
Net revenue | 37,832 | 33,765 |
Operating expenses: | ||
General and administrative | 2,415,749 | 2,666,651 |
Rent | 89,524 | 72,417 |
Salaries and Wages | 2,060,237 | 2,292,849 |
Stock Compensation | 43,704,900 | |
Professional services | 1,358,185 | 2,044,001 |
General and administrative | 5,923,695 | 50,780,818 |
Research and development | 190,855 | 407,874 |
Facility operations | 1,936,296 | 1,097,745 |
Depreciation | 1,795,427 | 1,307,038 |
Amortization | 1,470,000 | 881,500 |
Total operating expenses | 11,316,273 | 54,474,975 |
Net loss from operations | (11,278,441) | (54,441,210) |
Other income (expense): | ||
Amortization of debt discount | (5,019,883) | (2,616,364) |
Financing costs | (1,904,074) | |
Change in fair value of derivative liability | 811,000 | (116,000) |
Change in fair value of warrant liability | 3,568,000 | 1,987,000 |
Change in fair value of restructured notes | (2,842,132) | |
Forgiveness of PPP loan | 103,200 | |
Gain on Vero Blue note settlement | 815,943 | |
Gain on extinguishment of debt | 2,383,088 | |
Extension fee | (575,100) | |
Gain on settlement of accrued expenses | 124,202 | |
Legal Settlement | (29,400,000) | |
Loss due to fire | (869,379) | |
Total other expense, net | (4,709,579) | (31,856,538) |
Loss before income taxes | (15,988,020) | (86,297,748) |
Provision for income taxes | ||
Net loss | (15,988,020) | (86,297,748) |
Amortization of beneficial conversion feature on Preferred shares | (212,048) | (3,349,198) |
Accretion on Preferred shares | (755,333) | (337,834) |
Redemption and exchange of Series D Preferred shares | (5,792,947) | |
Dividends | (541,868) | (575,029) |
Net loss available for common stockholders | $ (17,497,269) | $ (96,352,756) |
LOSS PER SHARE (Basic) | $ (0.02) | $ (0.16) |
LOSS PER SHARE (Diluted) | $ (0.02) | $ (0.16) |
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic) | 748,525,497 | 619,123,768 |
WEIGHTED AVERAGE SHARES OUTSTANDING (Diluted) | 748,525,497 | 619,123,768 |
Nonrelated Party [Member] | ||
Other income (expense): | ||
Interest expense | $ (2,273,353) | $ (726,243) |
Related Party [Member] | ||
Other income (expense): | ||
Interest expense | $ (16,022) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' 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 To Be Issued [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance, value at Mar. 31, 2021 | $ 500 | $ 56,075 | $ 56,649,491 | $ 136,000 | $ (53,683,268) | $ (87,830) | $ 3,070,969 | ||
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 | ||||||||
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 | |||||||
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 | ||||||||
Contingent beneficial conversion feature related to the Series E Preferred Shares, fully amortized | 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 consultants | $ 48 | 158,285 | 158,333 | ||||||
Common stock issued to consultants, shares | 476,946 | ||||||||
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 Preferred Shares to common stock | $ 822 | 2,879,179 | 2,880,001 | ||||||
Conversion of Series E Preferred Shares to common stock, shares | 8,228,572 | ||||||||
Dividends payable on Preferred Shares | (392,390) | (392,390) | |||||||
Series B PS Dividends in kind issued | 278,400 | 278,400 | |||||||
Series B PS Dividends in kind issued, shares | 232 | ||||||||
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 | ||||||||
Net loss | (86,297,748) | (86,297,748) | |||||||
Balance, value at Mar. 31, 2022 | $ 500 | $ 67,500 | 96,701,607 | 20,132,650 | (150,036,023) | (33,133,765) | |||
Balance, shares at Mar. 31, 2022 | 5,000,000 | 674,644,124 | |||||||
Contingent beneficial conversion feature related to the Series E Preferred Shares, fully amortized | 99,000 | (99,000) | |||||||
Amortization of beneficial conversion feature related to Series E Preferred Shares | (113,048) | (113,048) | |||||||
Common stock vested to consultants | $ 18 | 73,106 | 73,124 | ||||||
Common stock vested to consultants, shares | 125,000 | ||||||||
Conversion of Series E Preferred Shares to common stock | $ 1,446 | 1,666,554 | (108,000) | 1,560,000 | |||||
Conversion of Series E Preferred Shares to common stock, shares | 14,458,127 | ||||||||
Dividends payable on Preferred Shares | (277,868) | (277,868) | |||||||
Series B PS Dividends in kind issued | |||||||||
Accretion of Series E Preferred Shares | (755,333) | (755,333) | |||||||
Common stock issued for legal settlement to NSH shareholders | $ 6,152 | 19,439,132 | (19,445,284) | ||||||
Common stock issued for legal settlement to NSH shareholders, shares | 61,558,203 | ||||||||
Net loss | (15,988,020) | (15,988,020) | |||||||
Issuance of common shares under financing agreement | $ 5,201 | 3,070,544 | 3,075,745 | ||||||
Issuance of common shares under financing agreement, shares | 52,018,294 | ||||||||
Increase of 10% in Series E Preferred Shares to one holder based on certain rights | (156,000) | (156,000) | |||||||
Common stock issued in business agreement, to be paid from revenue earned | 25 | 56,225 | (56,250) | ||||||
Common stock issued in business agreement, to be paid from revenue earned, shares | 250,000 | ||||||||
Common stock issued in business agreement | $ 25 | 25,975 | $ 26,000 | ||||||
Common stock issued in business agreement ,shares | 250,000 | 100,000 | |||||||
Common stock issued from shares payable | $ 10 | 24,590 | (24,600) | ||||||
Common stock issued from shares payable, shares | 100,000 | ||||||||
Balance, value at Mar. 31, 2023 | $ 500 | $ 80,377 | $ 121,156,733 | $ 662,767 | $ (56,250) | $ (167,533,292) | $ (45,689,165) | ||
Balance, shares at Mar. 31, 2023 | 5,000,000 | 803,403,748 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (15,988,020) | $ (86,297,748) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation expense | 1,795,427 | 1,307,038 |
Amortization expense | 1,470,000 | 881,500 |
Amortization of debt discount | 5,019,883 | 2,616,364 |
Change in fair value of derivative liability | (811,000) | 116,000 |
Change in fair value of warrant liability | (3,568,000) | (1,987,000) |
Change in fair value of promissory notes | 2,842,132 | |
Financing costs | 575,100 | 1,890,072 |
Gain on extinguishment of debt | (2,383,088) | |
Loss due to fire | 869,379 | |
Forgiveness of PPP loan | (103,200) | |
Gain on Vero Blue note settlement | (815,943) | |
Legal settlement | 29,388,000 | |
Shares issued for services | 99,124 | 44,099,376 |
Amortization of operating lease right-of-use assets | 78,510 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,940) | (14,385) |
Inventory | 43,445 | (69,170) |
Prepaid expenses and other current assets (revised for March 31, 2022) | 1,224,953 | (856,207) |
Deferred offering costs | (1,336,263) | |
Accounts payable (revised for March 31, 2022) | 712,169 | 342,948 |
Other accrued expenses | 1,107,543 | (79,007) |
Accrued expenses - related parties | 200,306 | 200,000 |
Accrued interest | 2,249,932 | 440,118 |
Accrued interest - related parties | 16,022 | 16,000 |
Operating lease liabilities | (73,260) | |
Cash used in operating activities | (5,858,646) | (8,925,244) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for fixed assets | (2,548,447) | (1,452,652) |
Cash received for fire damage to fixed assets | 700,000 | |
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 at issuance (revised for March 31, 2022) | (2,350,000) | |
Cash paid for construction in process | (1,629,813) | |
Cash used in investing activities | (1,848,447) | (8,432,465) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on bank loan | (214,852) | |
Payments of notes payable | (96,000) | (4,596,000) |
Payments on notes payable, related party | (5,000) | (655,750) |
Repayment of short-term promissory note and lines of credit | (227) | (553,577) |
Payments due on License Agreement (revised for March 31, 2022) | (1,250,000) | |
Cash paid for License Agreement (revised for March 31, 2022) | (2,400,000) | |
Proceeds from issuance of common shares under equity agreement | 17,277,123 | |
Proceeds from sale of stock | 3,075,745 | |
Proceeds from promissory note | 1,465,000 | |
Proceeds from promissory note, related parties | 250,000 | |
Proceeds from convertible debentures | 8,905,000 | |
Proceeds from convertible debentures, receipt from escrow | 1,500,000 | |
Escrow account in relation to the proceeds from promissory notes | 5,000,000 | |
Payments on convertible debentures | (421,486) | |
Proceeds from sale of Series E Preferred Shares | 1,348,000 | |
Redemption of Series D Preferred Shares | (3,513,504) | |
Shares issued upon exercise of warrants | 11,000 | |
Cash provided by financing activities | 6,189,518 | 18,935,954 |
NET CHANGE IN CASH | (1,517,575) | 1,578,245 |
CASH AT BEGINNING OF YEAR | 1,734,040 | 155,795 |
CASH AT END OF YEAR | 216,465 | 1,734,040 |
INTEREST PAID | 7,472 | 212,190 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Construction in process transferred to fixed assets | 1,061,971 | |
Shares issued upon conversion of convertible debentures | 421,486 | |
Shares issued upon conversion of Preferred stock | 1,668,000 | 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 | |
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 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 12 Months Ended |
Mar. 31, 2023 | |
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. The Company has three wholly-owned subsidiaries including NaturalShrimp USA Corporation, NaturalShrimp Global, Inc. and Natural Aquatic Systems, Inc. (“NAS”), and owns 51 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, 2023, the Company had a net loss available for common stockholders of approximately $ 17,497,000 167,533,000 9,339,000 3,076,000 1,715,000 The Company is currently in the process of obtaining the requisite approvals to close a business combination with a special purpose acquisition corporation (“SPAC”) (See Note 17). Upon the closing of such business combination, the Company is expecting to obtain funding for their operations through the cash held by the SPAC’s Trust Account, in addition to any backstop financing that the SPAC may need to pursue in the event that the Trust Account does not have sufficient funds available after redemptions. The Company can provide no assurance that the transactions with the SPAC will be successful or that, even if the business combination is successful, that there will be sufficient funds available from such transaction. 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 its 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 its 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 into production. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2023 | |
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 NAS. 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, 2023, the Company had 5,000,000 803,124,000 1,500 5,143,000 0.35 170 3,192,000 90% 750,000 192,750,000 18,573,116 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% 18,573,116 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, 2023 and March 31, 2022. The derivative and warrant liabilities, and fair value option on Restructured notes are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the years ended March 31, 2023 and 2022: SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Derivatives 2023 2022 Derivative liability balance at beginning of year $ 13,101,000 $ - Removal of conversion feature upon restructuring of convertible note (12,290,000 ) - Additions to derivatives - 12,985,000 Change in fair value (811,000 ) 116,000 Balance at end of year $ - $ 13,101,000 The derivative liability does not exist as of March 31, 2023, as the convertible note removed the conversion feature upon its restructuring on November 4, 2022, and there is no longer an embedded derivative to be bifurcated (Note 9). Upon restructuring of the convertible note, the fair value of the derivative liability at that date and removal of the conversion feature was estimated using a bi-nomial model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.16 3.73 117.77 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 SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Warrant liability 2023 2022 Warrant liability balance at beginning of year $ 3,923,000 $ - Additions to warrant liability - 5,910,000 Reclass to equity upon cancellation or exercise - - Change in fair value (3,568,000 ) (1,987,000 ) Balance at end of year $ 355,000 $ 3,923,000 At March 31, 2023, 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 $ 0.05 3.81 113.6 121.0 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 SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Promissory Note 2023 2022 Promissory Notes fair value at beginning of year $ - $ - Fair value of Promissory Notes upon Restructuring Agreement 20,847,867 - Change in fair value 2,842,133 - Promissory Note fair value at end of year $ 23,690,000 $ - On November 4, 2022, when the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note for two of their outstanding debentures (Note 6 and Note 7), which were accounted for as debt extinguishment, the Company elected to recognize the new debt under ASC 825 fair value option. The fair value was based on the maturity dates, the interest of 12 15 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, 2023 and March 31, 2022. 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, 2023 and 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. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, as such, the Company records revenue when its customers obtain control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company will sell primarily to food service distributors, as well as to wholesalers, retail establishments and seafood distributors. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products. In the future, if the Company has customers with long-term contracts for multiple shipments of live shrimp, the Company will elect the right-to-invoice practical expedient and any variable consideration estimate will be excluded from the transaction price and the revenue will be recognized directly when the goods are delivered. 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 does not expect that ASU 2020-06 will have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. In November 2018, April 2019 and May 2019, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments — Credit Losses,” “ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses,” “Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” and “ASU No. 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief,” which provided additional implementation guidance on the previously issued ASU. The ASU is effective for fiscal years beginning after Dec. 15, 2019 for public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC. All other entities, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2022. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. As of March 31, 2023, 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, 2023, 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. |
RESTATEMENTOF PREVIOUSLY ISSUED
RESTATEMENTOF PREVIOUSLY ISSUED FINANCIAL STATEMENT | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENTOF PREVIOUSLY ISSUED FINANCIAL STATEMENT | NOTE 3 – RESTATEMENTOF PREVIOUSLY ISSUED FINANCIAL STATEMENT As a result of the findings based on the SEC Staff comments and the Company’s ongoing reviews, the Company, in consultation with the Board of Directors, determined that the previously issued Consolidated Statement of Cash Flow presented in the Form 10-K filed on June 29, 2022, for the year ended March 31, 2022 had a clerical error in the cash paid for the License Agreement and we would make the necessary accounting corrections and restate such financial statement. The errors included in addition to the incorrect amount shown as the cash paid through the end of the year for the License Agreement, the presentations did not follow the guidance under ASC 230-10 as to the future payments to be presented as financing activity. Following is a comprehensive list of all revised adjustments made during the Restatement Process: SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENT As Previously Reported Adjustments As Revised Cash Flow Statement for the year ended March 31, 2022 Prepaid expenses and other current assets $ (1,506,207 ) $ 650,000 $ (856,207 ) Accounts payable (2,657,052 ) 3,000,000 342,948 CASH USED IN OPERATING ACTIVITIES (12,575,244 ) 3,650,000 (8,925,244 ) Payments due on License Agreement — (3,000,000 ) (1,250,000 ) 2,400,000 (650,000 ) Payments made on License Agreement — (2,400,000 ) (2,400,000 ) CASH PROVIDED BY FINANCING ACTIVITIES 22,585,954 (3,650,000 ) 18,935,954 |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 4 – FIXED ASSETS A summary of the fixed assets as of March 31, 2023 and March 31, 2022 is as follows: SCHEDULE OF FIXED ASSETS March 31, 2023 March 31, 2022 Land $ 324,293 $ 324,293 Buildings 5,495,150 5,611,723 Machinery and equipment 12,293,112 10,524,343 Autos and trucks 307,227 247,356 Fixed assets,Gross 18,419,782 16,707,715 Accumulated depreciation (3,376,067 ) (1,909,612 ) Fixed assets, net $ 15,043,715 $ 14,798,103 The consolidated statements of operations reflect depreciation expense of approximately $ 1,795,000 1,307,000 |
PATENT ACQUISITION
PATENT ACQUISITION | 12 Months Ended |
Mar. 31, 2023 | |
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 is 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 1,950,000 390,000 341,500 |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 12 Months Ended |
Mar. 31, 2023 | |
License Agreements | |
LICENSE AGREEMENTS | NOTE 6 – LICENSE AGREEMENTS On August 25, 2021, the Company, through their 100% The consideration for the Equipment Rights consists of the sum of $ 2,500,000 500,000 500,000 250,000 Per the Terms set forth in the Technology Rights Agreement, the consideration is defined as the sum of $ 10,000,000 $2,500,000 1,000,000 $6,500,000 0.505 12,871,287 0.37 4,762,376 8,262,376 As of March 31, 2022, under both agreements, $ 4,750,000 1,250,000 The terms of the Agreements set forth that NAS will pay Hydrenesis 12.5% The Sales Milestones are: SCHEDULE OF SALES MILESTONE Year 3 $ 250,000 Year 4 $ 375,000 Year 5 $ 625,000 Year 6 $ 875,000 All subsequent years $ 1,000,000 For the years ended March 31, 2023 and 2022, the amortization of the Rights was $ 1,080,000 540,000 1,080,000 5,400,000 |
SHORT-TERM NOTE AND LINES OF CR
SHORT-TERM NOTE AND LINES OF CREDIT | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
SHORT-TERM NOTE AND LINES OF CREDIT | NOTE 7 – SHORT-TERM NOTE AND LINES OF CREDIT The Company also has a working capital line of credit with Capital One Bank for $ 50,000 33.9% 9,580 The Company also has a working capital line of credit with Chase Bank for $ 25,000 18.0% 10,237 |
PROMISSORY NOTE
PROMISSORY NOTE | 12 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTE | NOTE 8 – PROMISSORY NOTE January 2023 Note On January 20, 2023, the Company entered into a secured promissory note (“January 2023 Note”) with an investor (the “Investor”). The January 2023 Note is in the aggregate principal amount of $ 631,968 10 56,868 575,100 15 August 2022 Note The Company entered into a securities purchase agreement (the “SPA”) with an investor (the “Investor”) on August 17, 2022. Pursuant to the SPA, the Investor purchased a secured promissory note (the “Note”) in the aggregate principal amount totaling approximately $ 5,433,333 12 433,333 10,000 1,100,000 3,900,000 3,400,000 15 15 816,500 As soon as reasonably possible, the Company will cause the Common Stock to be listed for trading on either of (a) NYSE, or (b) NASDAQ (in either event, an “Uplist”). In the event the Company has not effectuated the Uplist by November 15, 2022, the then-current outstanding balance will be increased by 10 Following the Uplist, while the Note is still outstanding, ten days after the Company may have a sale of any of its shares of common stock or preferred stock, there shall be a Mandatory Prepayment equal to the greater of $ 3,000,000 In conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 17), on November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “August Note”), through which the August Note was amended and restated in its entirety. The Restructuring Agreement included key modifications, in which i) the Uplist terms were removed, ii) in the event that the Closing of the Merger does not occur on or before December 31, 2022, the then-current Outstanding Balance will be increased by 2% and shall increase by 2% every 30 days thereafter until the Closing or termination of the Merger Agreement, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). The Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of March 31, 2023 144,000 The Restructured August Note was analyzed under ASC 470-50 as to if the change in terms qualified as a modification or an extinguishment of the note. The changes in terms were considered an extinguishment as the present value of the cash flows under the terms of the new debt instrument was evaluated to be a substantial change, as over 10 1,933,000 157,000 2,400,000 467,000 |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 12 Months Ended |
Mar. 31, 2023 | |
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 The “Redemption Repayment Price” equals 90% multiplied by the average of the two lowest volume weighted average price per share of the Common Stock during the ten (10) trading days immediately preceding the date that the Investor delivers notice electing to redeem a portion of the Note. The redemption amount shall include a premium of 15% of the portion of the outstanding balance being paid (the “Exit Fee”). As the Exit Fee is to be included in every settlement of the Note, an additional 15% of the principal balance, which totals $ 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 Subsequent to the year end, the date by which the Uplist had to be completed was further extended to June 15, 2022, with no additional fee included. The Company will make a one-time payment to the Investor equal to 15% of the gross proceeds the Company receives from the offering expected to be effected in connection with the Uplist (whether from the sale of shares of its Common Stock and / or preferred stock) within ten (10) days of receiving such amount. In the event Borrower does not make this payment, the then-current outstanding balance will be increased by 10%. In addition, the Company had 30 days in which to secure the Note and grant the Lender a first position security interest in the real property in Texas and Iowa, and if it had not been effectuated within the 30 days the outstanding balance would have been increased by 15% 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 met the definition of a derivative and therefore requires bifurcation and was 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 On November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “Senior Note”) with the December 2021 Investor through which the December 2021 Note was amended and restated in its entirety. These amendments were made in conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 17), The main modification of the terms of the Senior Note was that the conversion feature was eliminated. Second, a Mandatory Payment was added whereby within 3 trading days of the closing upon the Merger an amount equal to the lesser of (A) one-third of the amount retained in the Trust Account at the Effective Time or (B) $ 10,000,000 Additionally, if the Closing Date is after December 31, 2022, the outstanding balance of all indebtedness owed by the Company to December 2021 Investor will be increased automatically by 2% and will automatically increase by 2% every 30 days thereafter until the Closing, or substantially similar terms as approved by the Board of Directors of the Company. Additional key modifications include i) the Uplist terms were removed, ii) Maturity date was modified from December 15, 2023 to December 4, 2023, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). As of March 31, 2023, the Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of March 31, 2023 1,336,000 The Restructured Senior Note was analyzed under ASC 470-50 as to if the change in terms qualified as a modification or an extinguishment of the note. The changes in terms were considered an extinguishment as the conversion feature has been eliminated and therefore the modified August Note is determined to be fundamentally different from the original convertible note. As such, with the removal of the original note and its debt discount and accrued interest as compared to the restructured note with a fair value of approximately $ 18,914,000 2,540,000 12,290,000 17,738,000 30,028,000 0.16 3.73 117.77 0.1017 As a result of the extinguishment and at the Company’s election of the fair value option under ASC 825, the Senior Note will be accounted for at fair value until it is settled. In accordance with ASC 815- 15-25-1(b) a hybrid instrument that is measured at fair value under ASC 825 fair value option each period with changes in fair value reported in earnings as they occur should not be evaluated for embedded derivatives. Therefore, the provisions in the Senior Note were not evaluated as to if they fell under the guidance of embedded derivatives and were required to be bifurcated. The Senior Note was revalued as of March 31, 2023, at approximately $ 21,290,000 2,376,000 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Mar. 31, 2023 | |
Notes Payable | |
NOTES PAYABLE | NOTE 10 – NOTES PAYABLE On December 15, 2020, in connection with the asset acquisition with VBF, 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 8,000 119,604 215,604 96,000 |
ACQUISITION OF NON-CONTROLLING
ACQUISITION OF NON-CONTROLLING INTEREST | 12 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [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, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 12 – STOCKHOLDERS’ EQUITY Preferred Stock As of March 31, 2023 and March 31, 2022, the Company had 200,000,000 shares of preferred stock authorized with a par value of $ 0.0001 . Of this amount, 5,000,000 shares of Series A Preferred Stock are authorized and outstanding, 5,000 shares Series B Preferred Stock are authorized no shares outstanding; 5,000 shares Series D Preferred Stock are authorized with no outstanding; 10,000 shares Series E Preferred Stock are authorized with 1,670 and 2,840 outstanding, respectively; and 750,000 shares Series F Redeemable Convertible Preferred stock are authorized with 750,000 shares outstanding, respectively. 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 were 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 were 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 was convertible, at the discounted market price which is defined as the lowest VWAP over last 20 days. The conversion price would be adjustable based on several situations, including future dilutive issuances. As the Series B Preferred Stock did not have a redemption date and is perpetual preferred stock, it was considered to be an equity host instrument and as such the conversion feature was not required to be bifurcated as it was 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 3,250,000 3,250 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 were 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 were to be redeemed by the Corporation on the date that was no later than one calendar year from the date of its issuance. The Company was to 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 had 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 were 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 would be 150% of the stated value 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 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 In addition, in relation to the share exchange agreement (described below), on April 15, 2021, the Company redeemed the remaining 2,450 3,513,504 2,534,758 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 0 267,429 101,000 170.000 300,000 662,000 755,000 338,000 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 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 On June 16, 2022, one of the holders of the Series E Convertible Preferred Stock chose to exercise their right, pursuant to the Certificate of Designation relating to the Series E Convertible Preferred Stock, to receive the rights extended to the convertible noteholder, of 90% multiplied by the average of the two lowest volume weighted average price per share of the Common Stock during the ten (10) trading days immediately preceding the date of conversion. As the exercise of the conversion price adjustment was similar to a down round, and the Company has not yet adopted ASU 2020-06, the accounting treatment of ASU 2017-11 was applied, whereby the adjustment was treated as a contingent beneficial conversion feature recognized as of the triggering date. As of June 16, 2022, this holder held 940 99,000 10 130 156,000 15 170 During the year ended March 31, 2023, 1,300 shares of Series E Preferred Stock were converted into 14,458,127 shares of common stock. During the year ended March 31, 2022, 2,400 shares of Series E Preferred Stock were converted into 8,228,572 shares of common stock. As of March 31, 2023 there are 1,670 shares of Series E Preferred Stock remaining outstanding. On November 5, 2022, the Company entered a restructuring agreement with the Series E Preferred Stockholders, whereby the Series E Preferred Stock and the warrants outstanding (including all holders of the warrants in Note 13) as of the Closing date shall have their terms adjusted. The outstanding warrants shall be a) cancelled in exchange for a cash payment equal to the fair value of the warrants based on the Black Scholes model, with the exercise price to be adjusted to equal 80 (i) the stated value of $1,200 per share plus any unpaid dividends, multiplied by 1.25, divided by (ii) 80% of the average volume weighted average price of the Company’s common stock during the five trading day period immediately prior to the Closing Date 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 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 1,373,000 0.75 GHS 2021 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 GHS 2022 Purchase Agreement On November 4, 2022, the Company entered into a purchase agreement (the “GHS Purchase Agreement”) with GHS Investments LLC (“GHS”), an accredited investor, pursuant to which, the Company may require GHS to purchase a maximum of up to 64,000,000 5,000,000 Notwithstanding the foregoing dollar limitations, the Company and GHS may, from time to time, mutually agree in writing to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, shall not exceed the 4.99 The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP during the 10 consecutive business days immediately preceding, but not including, the applicable purchase date. The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase If there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice. Further, pursuant to the terms of the GHS Purchase Agreement, from November 4, 2022 until the date that is the later of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) the 12 month anniversary of the first delivery of GHS Purchase Shares, 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”), GHS shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing. In the year ended March 31, 2023, the Company sold 52,018,294 3,076,000 0.04 0.10 Common Shares Issued to Consultants On August 1, 2022, the Company issued 250,000 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 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 Common Stock Issued in Relation to Business Agreement As of June 22, 2022, 250,000 Common Shares Issued to Employees During the year ended March 31, 2022, a number of new employees were granted a total of 375,000 275,000 108,000 0.395 100,000 |
OPTIONS AND WARRANTS
OPTIONS AND WARRANTS | 12 Months Ended |
Mar. 31, 2023 | |
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 No warrants were issued in the year ended March 31, 2023, nor were any warrants exercised nor expired. The outstanding warrants have an average strike price of $ 0.47 3 years 3.72 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. The 18,573,116 355,000 3,568,000 0.05 3.81 121.0 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 14 – RELATED PARTY TRANSACTIONS Accrued Payroll – Related Parties The accrued expenses, related party, on the accompanying consolidated balance sheets represents accrued payroll and payroll taxes, and the bonus discussed below. Included in other accrued expenses on the accompanying consolidated balance sheet as of March 31, 2022, is approximately $ 119,000 50,000 Bonus Compensation – Related Party On May 11, 2021, the Company paid the Chief Financial Officer (“CFO”) 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 74,000 Promissory Note On August 10, 2022, the Company issued a loan agreement for $ 300,000 50,000 250,000 10% 22,270 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 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, 2023 | |
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, 2023 and 2022 consist of the following: SCHEDULE OF INCOME TAX EXPENSE 2023 2022 Federal Tax statutory rate 21.0 % 21.0 % Permanent differences 4.6 % 18.4 % Valuation allowance (25.6 )% (39.4 )% Effective rate 0.0 % 0.0 % Significant components of the Company’s deferred tax assets as of March 31, 2023 and 2022 are summarized below. SCHEDULE OF DEFERRED TAX ASSET 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 8,900,000 $ 6,022,000 Other (279,000 ) (350,000 ) Total deferred tax asset 8,621,000 5,672,000 Valuation allowance (8,621,000 ) (5,672,000 ) Total $ - $ - As of March 31, 2023, the Company had approximately $ 42,500,000 The carry forwards beginning in tax years 2018 are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income 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 $ 5,192,000 2,243,000 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 2023 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, 2023 | |
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 October 31, 2025 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% The following is a schedule of maturities of lease liabilities as of March 31, 2023: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2024 $ 87,808 2025 87,808 2026 54,709 Total future minimum lease payments 230,325 Less: imputed interest 17,332 Total $ 212,993 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2023 | |
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 each provide for a base annual salary of $ 96,000 180,000 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. 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 61,558,203 19,445,284 Merger Agreement On October 24, 2022, the Company entered into a Merger Agreement (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Yotta Acquisition Corporation, a Delaware corporation (“Yotta”), and Yotta Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Yotta (“Merger Sub”). The Merger Agreement and the transactions contemplated thereby (the “Transactions”) were approved by the board of directors of each of the Company, Yotta, and Merger Sub. The Merger Agreement provides, among other things, that Merger Sub will merge with and into the Company, with the Company as the surviving company (the “Surviving Company”) in the merger and, after giving effect to such merger, the Company shall be a wholly-owned subsidiary of Yotta (the “Merger”). In addition, Yotta will be renamed “NaturalShrimp, Incorporated” or such other name as shall be designated by the Company. Other capitalized terms used, but not defined, herein have the respective meanings given to such terms in the Merger Agreement. The Merger Agreement provides for aggregate consideration to be issued to securityholders of the Company of 17,500,000 0.0001 (i) 5,000,000 Yotta Shares if the Surviving Corporation has at least $15,000,000 in revenue during the fiscal year ended March 31, 2024 and (ii) 5,000,000 Yotta Shares if the Surviving Corporation has at least $30,000,000 in revenue during the fiscal year ended March 31, 2025 (collectively, the “Contingent Merger Consideration Shares”). In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time each share of Common Stock outstanding or deemed outstanding pursuant to the provisions discussed immediately below as of immediately prior to the Effective Time will be converted into the right to receive its allocable portion of the Closing Merger Consideration Shares and the Contingent Merger Consideration Shares (to the extent the required revenue thresholds are met). Pursuant to the terms of the Merger Agreement and agreements that, pursuant to the Merger Agreement, the Company will enter into with holders of such convertible securities, such convertible securities will be canceled prior to the closing of the Merger in exchange (except for the Series A Convertible Preferred Stock of the Company, par value $ 0.0001 0.0001 0.0001 As noted in Notes 8, 9 and 12, the Company entered into Restructuring Agreements as required in the Merger Agreement. The Business Combination is expected to be accounted for as a reverse merger and recapitalization of NaturalShrimp into Yotta in accordance with GAAP because NaturalShrimp has been determined to be the accounting acquirer under ASC 805 under the no-redemption and full redemption scenarios. Under this method of accounting, Yotta will be treated as the “acquired” company for financial reporting purposes. Accordingly, the combined assets, liabilities and results of operations of NaturalShrimp will become the historical financial statements of NaturalShrimp Incorporated, and Yotta’s assets, liabilities and results of operations will be consolidated with NaturalShrimp beginning on the acquisition date. For accounting purposes, the financial statements of NaturalShrimp Incorporated will represent a continuation of the financial statements of NaturalShrimp with the transaction being treated as the equivalent of NaturalShrimp issuing stock for the net assets of Yotta, accompanied by a recapitalization. The net assets of Yotta will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of NaturalShrimp in future reports of NaturalShrimp Incorporated. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS GHS 2022 Purchase Agreement Subsequent to the year ended March 31, 2023, the Company sold 40,187,311 1,400,000 0.03 0.04 10,000,000 Common Stock Equity Financing On April 28, 2023, the Company entered into an Equity Financing Agreement (“Equity Financing Agreement”) and Registration Rights Agreement with GHS. Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $ 10,000,000 Following effectiveness of the Registration Statement, the Company shall have the discretion to deliver puts to GHS and GHS will be obligated to purchase shares of the Company’s common stock, par value $ 0.0001 The maximum amount that the Company shall be entitled to put to GHS in each put notice shall not exceed two hundred percent ( 200 10 GHS Purchase Agreement On May 9, 2023, the Company entered into a purchase agreement (the “GHS Purchase Agreement”) with GHS pursuant which the Company may require GHS to purchase a maximum of up to 45,923,929 6,000,000 The GHS Purchase Agreement provides that, upon the terms and subject to the conditions and limitations set forth in the agreement, the Company has the right from time to time during the term of the agreement, in its sole discretion, to deliver to GHS a purchase notice (a “Purchase Notice”) directing GHS to purchase (each, a “GHS Purchase”) a specified number of GHS Purchase Shares. A GHS Purchase will be made in a minimum amount of $10,000 and up to a maximum of $1,500,000 and provided that, the purchase amount for any purchase will not exceed 200% of the average of the daily trading dollar volume of the Company’s common stock during the 10 business days preceding the purchase date. Notwithstanding the foregoing dollar limitations, the Company and GHS may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the 4.99% beneficial ownership limitation contained in the GHS Purchase Agreement. The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP (as defined in the GHS Purchase Agreement) during the Valuation Period (the ten (10) consecutive business days immediately preceding, but not including, the applicable purchase date). The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase, against payment by GHS to the Company of the purchase amount with respect to such Purchase (less documented deposit and clearing fees, if any), as full payment for such GHS Purchase Shares via wire transfer of immediately available funds. If there are any default events, as set forth in the GHS Purchase Agreement, has occurred and is continuing, the Company shall not deliver to GHS any Purchase Notice. Further, pursuant to the terms of the GHS Purchase Agreement, from May 9, 2023 until the date that is the later of (i) the closing of the transactions whereby Yotta Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving company (the “Merger”); and (ii) the 12 month anniversary of the initial closing pursuant to the Section 2(a) of GHS Purchase Agreement, 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”), GHS shall have the right to participate in any financing, up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing. Following the Merger, the Participation Maximum shall be 50% of the Subsequent Financing. Series E Preferred Stock On May 1, 2023, one of the holders converted 600 23,989,570 April 2023 Promissory Note On April 21, 2023, the Company entered into a $ 60,000 May 2023 Promissory Note On May 17, 2023, the Company entered into an additional $ 60,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
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 NAS. 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, 2023, the Company had 5,000,000 803,124,000 1,500 5,143,000 0.35 170 3,192,000 90% 750,000 192,750,000 18,573,116 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% 18,573,116 |
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, 2023 and March 31, 2022. The derivative and warrant liabilities, and fair value option on Restructured notes are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the years ended March 31, 2023 and 2022: SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Derivatives 2023 2022 Derivative liability balance at beginning of year $ 13,101,000 $ - Removal of conversion feature upon restructuring of convertible note (12,290,000 ) - Additions to derivatives - 12,985,000 Change in fair value (811,000 ) 116,000 Balance at end of year $ - $ 13,101,000 The derivative liability does not exist as of March 31, 2023, as the convertible note removed the conversion feature upon its restructuring on November 4, 2022, and there is no longer an embedded derivative to be bifurcated (Note 9). Upon restructuring of the convertible note, the fair value of the derivative liability at that date and removal of the conversion feature was estimated using a bi-nomial model with the following weighted-average inputs: the price of the Company’s common stock of $ 0.16 3.73 117.77 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 SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Warrant liability 2023 2022 Warrant liability balance at beginning of year $ 3,923,000 $ - Additions to warrant liability - 5,910,000 Reclass to equity upon cancellation or exercise - - Change in fair value (3,568,000 ) (1,987,000 ) Balance at end of year $ 355,000 $ 3,923,000 At March 31, 2023, 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 $ 0.05 3.81 113.6 121.0 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 SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Promissory Note 2023 2022 Promissory Notes fair value at beginning of year $ - $ - Fair value of Promissory Notes upon Restructuring Agreement 20,847,867 - Change in fair value 2,842,133 - Promissory Note fair value at end of year $ 23,690,000 $ - On November 4, 2022, when the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note for two of their outstanding debentures (Note 6 and Note 7), which were accounted for as debt extinguishment, the Company elected to recognize the new debt under ASC 825 fair value option. The fair value was based on the maturity dates, the interest of 12 15 |
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, 2023 and March 31, 2022. |
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, 2023 and 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, as such, the Company records revenue when its customers obtain control of the promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company will sell primarily to food service distributors, as well as to wholesalers, retail establishments and seafood distributors. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer by receipt of purchase orders and confirmations sent by the Company which includes a required line of credit approval process, (2) identify the performance obligations in the contract which includes shipment of goods to the customer FOB shipping point or destination, (3) determine the transaction price which initiates with the purchase order received from the customer and confirmation sent by the Company and will include discounts and allowances by customer if any, (4) allocate the transaction price to the performance obligations in the contract which is the shipment of the goods to the customer and transaction price determined in step 3 above and (5) recognize revenue when (or as) the entity satisfies a performance obligation which is when the Company transfers control of the goods to the customers by shipment or delivery of the products. In the future, if the Company has customers with long-term contracts for multiple shipments of live shrimp, the Company will elect the right-to-invoice practical expedient and any variable consideration estimate will be excluded from the transaction price and the revenue will be recognized directly when the goods are delivered. |
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 does not expect that ASU 2020-06 will have a material impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. In November 2018, April 2019 and May 2019, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments — Credit Losses,” “ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses,” “Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” and “ASU No. 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief,” which provided additional implementation guidance on the previously issued ASU. The ASU is effective for fiscal years beginning after Dec. 15, 2019 for public business entities that meet the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC. All other entities, ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2022. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. As of March 31, 2023, 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, 2023, 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, 2023 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Buildings 39 Machinery and Equipment 7 10 Vehicles 10 Furniture and Fixtures 3 10 |
Promissory Note [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE | SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Promissory Note 2023 2022 Promissory Notes fair value at beginning of year $ - $ - Fair value of Promissory Notes upon Restructuring Agreement 20,847,867 - Change in fair value 2,842,133 - Promissory Note fair value at end of year $ 23,690,000 $ - |
Warrants [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE | SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Warrant liability 2023 2022 Warrant liability balance at beginning of year $ 3,923,000 $ - Additions to warrant liability - 5,910,000 Reclass to equity upon cancellation or exercise - - Change in fair value (3,568,000 ) (1,987,000 ) Balance at end of year $ 355,000 $ 3,923,000 |
Derivative [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE | The following is a summary of activity of Level 3 liabilities during the years ended March 31, 2023 and 2022: SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE Derivatives 2023 2022 Derivative liability balance at beginning of year $ 13,101,000 $ - Removal of conversion feature upon restructuring of convertible note (12,290,000 ) - Additions to derivatives - 12,985,000 Change in fair value (811,000 ) 116,000 Balance at end of year $ - $ 13,101,000 |
RESTATEMENTOF PREVIOUSLY ISSU_2
RESTATEMENTOF PREVIOUSLY ISSUED FINANCIAL STATEMENT (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENT | Following is a comprehensive list of all revised adjustments made during the Restatement Process: SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENT As Previously Reported Adjustments As Revised Cash Flow Statement for the year ended March 31, 2022 Prepaid expenses and other current assets $ (1,506,207 ) $ 650,000 $ (856,207 ) Accounts payable (2,657,052 ) 3,000,000 342,948 CASH USED IN OPERATING ACTIVITIES (12,575,244 ) 3,650,000 (8,925,244 ) Payments due on License Agreement — (3,000,000 ) (1,250,000 ) 2,400,000 (650,000 ) Payments made on License Agreement — (2,400,000 ) (2,400,000 ) CASH PROVIDED BY FINANCING ACTIVITIES 22,585,954 (3,650,000 ) 18,935,954 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FIXED ASSETS | A summary of the fixed assets as of March 31, 2023 and March 31, 2022 is as follows: SCHEDULE OF FIXED ASSETS March 31, 2023 March 31, 2022 Land $ 324,293 $ 324,293 Buildings 5,495,150 5,611,723 Machinery and equipment 12,293,112 10,524,343 Autos and trucks 307,227 247,356 Fixed assets,Gross 18,419,782 16,707,715 Accumulated depreciation (3,376,067 ) (1,909,612 ) Fixed assets, net $ 15,043,715 $ 14,798,103 |
LICENSE AGREEMENTS (Tables)
LICENSE AGREEMENTS (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
License Agreements | |
SCHEDULE OF SALES MILESTONE | The Sales Milestones are: SCHEDULE OF SALES MILESTONE 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, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF INCOME TAX EXPENSE | The components of income tax expense for the years ended March 31, 2023 and 2022 consist of the following: SCHEDULE OF INCOME TAX EXPENSE 2023 2022 Federal Tax statutory rate 21.0 % 21.0 % Permanent differences 4.6 % 18.4 % Valuation allowance (25.6 )% (39.4 )% Effective rate 0.0 % 0.0 % |
SCHEDULE OF DEFERRED TAX ASSET | Significant components of the Company’s deferred tax assets as of March 31, 2023 and 2022 are summarized below. SCHEDULE OF DEFERRED TAX ASSET 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 8,900,000 $ 6,022,000 Other (279,000 ) (350,000 ) Total deferred tax asset 8,621,000 5,672,000 Valuation allowance (8,621,000 ) (5,672,000 ) Total $ - $ - |
LEASE (Tables)
LEASE (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Lease | |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | The following is a schedule of maturities of lease liabilities as of March 31, 2023: SCHEDULE OF MATURITIES OF LEASE LIABILITIES 2024 $ 87,808 2025 87,808 2026 54,709 Total future minimum lease payments 230,325 Less: imputed interest 17,332 Total $ 212,993 |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net loss from operation | $ 17,497,269 | $ 96,352,756 |
Accumulated deficit | 167,533,292 | $ 150,036,023 |
Working capital deficit | 9,339,000 | |
Sale of stock consideration | 3,076,000 | |
Proceeds from issuance of notes | $ 1,715,000 | |
Hydrenesis LLC [Member] | ||
Ownership percentage | 51% |
SCHEDULE OF DERIVATIVE AND WARR
SCHEDULE OF DERIVATIVE AND WARRANT AND PROMISSORY NOTE AT FAIR VALUE (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Derivative liability, beginning | $ 13,101,000 | |
Reclass to equity upon conversion or redemption | (12,290,000) | |
Additions to derivatives | 12,985,000 | |
Additions to derivatives | (811,000) | 116,000 |
Derivative liability, ending | 13,101,000 | |
Warrant liability, beginning | 3,923,000 | |
Additions to warrant liability | 5,910,000 | |
Reclass to equity upon cancellation or exercise | ||
Change in fair value | (3,568,000) | (1,987,000) |
Warrant liability, ending | 355,000 | 3,923,000 |
Promissory Notes fair value at beginning of period | ||
Fair value of Promissory Note upon Restructuring Agreement | 20,847,867 | |
Change in fair value | 2,842,133 | |
Promissory Notes fair value at ending of period | $ 23,690,000 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | Mar. 31, 2023 |
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 | |||
Nov. 04, 2022 | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Jan. 01, 2016 | |
Property, Plant and Equipment [Line Items] | ||||
Debt conversion converted, shares | 4,762,376 | |||
Warrants outstanding | 18,573,116 | 18,573,116 | ||
Interest rate, description | The fair value was based on the maturity dates, the interest of 12%, the 15% exit fee, the 2% appreciation fee for an estimated period, and a 40% present value factor | |||
Interest rate | 12% | 2% | ||
Exit fee rate | 15% | |||
Cash, FDIC insured amount | $ | $ 250,000 | |||
Measurement Input, Share Price [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Derivative liability, measurement input | $ / shares | 0.16 | 0.225 | ||
Warrants, measurement input | $ / shares | 0.05 | 0.225 | ||
Measurement Input, Risk Free Interest Rate [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Derivative liability, measurement input | 0.0373 | 0.0228 | ||
Warrants, measurement input | 3.81 | 2.42 | ||
Measurement Input, Price Volatility [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Derivative liability, measurement input | 117.77 | 109.47 | ||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Warrants, measurement input | 113.6 | 185.9 | ||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Warrants, measurement input | 121 | 205.9 | ||
Measurement Input, Expected Term [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Derivative liability, measurement input | 1 year 9 months | |||
Convertible Debt Securities [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Debt conversion converted, shares | 98,779,000 | |||
Debt conversion price, percentage | 90% | |||
Convertible debentures, value | $ | $ 18,768,000 | |||
Warrant [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Warrants outstanding | 18,573,116 | |||
Series A Convertible Preferred Stock [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Antidilutive securities | 5,000,000 | 5,000,000 | ||
Debt conversion converted, shares | 803,124,000 | 674,832,000 | ||
Series E Redeemable Convertible Preferred Stock [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Antidilutive securities | 1,500 | |||
Debt conversion converted, shares | 5,143,000 | |||
Fixed coversion price | $ / shares | $ 0.35 | |||
Series E Redeemable Convertible Preferred Stock [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Antidilutive securities | 170 | 2,840 | ||
Debt conversion converted, shares | 3,192,000 | 9,737,000 | ||
Fixed coversion price | $ / shares | $ 0.35 | |||
Debt conversion price, percentage | 90% | |||
Series F Preferred Stock [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Antidilutive securities | 750,000 | 750,000 | ||
Debt conversion converted, shares | 192,750,000 | 162,080,000 |
SCHEDULE OF PREVIOUSLY ISSUED F
SCHEDULE OF PREVIOUSLY ISSUED FINANCIAL STATEMENT (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Prepaid expenses and other current assets | $ (856,207) | |
Accounts payable | 342,948 | |
CASH USED IN OPERATING ACTIVITIES | $ (5,858,646) | (8,925,244) |
Payments due on License Agreement | (1,250,000) | |
Payments made on License Agreement | (2,400,000) | |
CASH PROVIDED BY FINANCING ACTIVITIES | $ 6,189,518 | 18,935,954 |
Previously Reported [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Prepaid expenses and other current assets | (1,506,207) | |
Accounts payable | (2,657,052) | |
CASH USED IN OPERATING ACTIVITIES | (12,575,244) | |
Payments due on License Agreement | ||
Payments made on License Agreement | ||
CASH PROVIDED BY FINANCING ACTIVITIES | 22,585,954 | |
Revision of Prior Period, Adjustment [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Prepaid expenses and other current assets | 650,000 | |
Accounts payable | 3,000,000 | |
CASH USED IN OPERATING ACTIVITIES | 3,650,000 | |
Payments due on License Agreement | (3,000,000) | |
Payments made on License Agreement | (2,400,000) | |
CASH PROVIDED BY FINANCING ACTIVITIES | $ (3,650,000) |
SCHEDULE OF FIXED ASSETS (Detai
SCHEDULE OF FIXED ASSETS (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 324,293 | $ 324,293 |
Buildings | 5,495,150 | 5,611,723 |
Machinery and equipment | 12,293,112 | 10,524,343 |
Autos and trucks | 307,227 | 247,356 |
Fixed assets,Gross | 18,419,782 | 16,707,715 |
Accumulated depreciation | (3,376,067) | (1,909,612) |
Fixed assets, net | $ 15,043,715 | $ 14,798,103 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,795,427 | $ 1,307,038 |
PATENT ACQUISITION (Details Nar
PATENT ACQUISITION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 19, 2021 | Mar. 31, 2018 | Mar. 31, 2023 | Mar. 31, 2022 | |
Partnership percentage | 100% | |||
Amortization expenses | $ 390,000 | $ 341,500 | ||
Patents Purchase Agreement [Member] | F&T Water Solutions LLC [Member] | ||||
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 | |||
Patents Purchase Agreement [Member] | F&T Water Solutions LLC [Member] | ||||
Equity ownership, percentage | 50% |
SCHEDULE OF SALES MILESTONE (De
SCHEDULE OF SALES MILESTONE (Details) | Mar. 31, 2023 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, 2023 | Mar. 31, 2022 | |
Shares issued, shares | 100,000 | ||
Stock Issued During Period, Value, New Issues | $ 26,000 | ||
Technology Rights Agreement [Member] | |||
Amortization expense | 1,080,000 | $ 540,000 | |
Amortization, Year one | 1,080,000 | ||
Amortization, Year two | 1,080,000 | ||
Amortization, Year three | 1,080,000 | ||
Amortization, Year four | 1,080,000 | ||
Amortization, Year five | 1,080,000 | ||
Amortization, After year five | $ 5,400,000 | ||
Hydrenesis-Delta Systems, LLC [Member] | |||
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 transferred | $ 2,500,000 | ||
Consideration for the equipment rights | 500,000 | ||
Payments to related party | 4,750,000 | ||
Accounts payable | $ 1,250,000 | $ 1,250,000 | |
Hydrenesis-Delta Systems, LLC [Member] | Technology Rights Agreement [Member] | |||
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 | 12,871,287 | ||
Stock Issued During Period, Value, New Issues | $ 4,762,376 | ||
Royalty fee, percentage | 12.50% | ||
Hydrenesis-Delta Systems, LLC [Member] | Technology Rights Agreement [Member] | Unrestricted Common Shares [Member] | |||
Consideration for the equipment rights | $ 6,500,000 | ||
Hydrenesis-Delta Systems, LLC [Member] | First Day of Next Calendar [Member] | |||
Consideration for the equipment rights | 500,000 | ||
Hydrenesis-Delta Systems, LLC [Member] | First Day of Each Successive Calendar [Member] | |||
Consideration for the equipment rights | 250,000 | ||
Hydrenesis-Delta Systems, LLC [Member] | At Closing [Member] | Technology Rights Agreement [Member] | |||
Consideration for the equipment rights | 2,500,000 | ||
Hydrenesis-Delta Systems, LLC [Member] | After Closing [Member] | Technology Rights Agreement [Member] | |||
Consideration for the equipment rights | $ 1,000,000 | ||
Hydrenesis-Delta Systems, LLC [Member] | |||
Ownership percentage | 100% |
SHORT-TERM NOTE AND LINES OF _2
SHORT-TERM NOTE AND LINES OF CREDIT (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Capital One Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 50,000 | |
Line of credit, interest rate | 33.90% | |
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 | 18% | |
Line of credit | $ 10,237 | $ 10,237 |
PROMISSORY NOTE (Details Narrat
PROMISSORY NOTE (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Jan. 20, 2023 | Aug. 17, 2022 | Mar. 01, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 04, 2022 | Jan. 01, 2016 | |
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 12% | 2% | ||||||
Debt discount | $ 9,680,000 | |||||||
Exit fee percent | 15% | |||||||
Proceeds from debt | $ 1,715,000 | |||||||
Escrow deposit | 1,500,000 | |||||||
Debt instrument, redemption, percentage | 15% | |||||||
Increase in outstanding balance, percentage | 10% | |||||||
Description for uplisted term and trigger Events | In conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 17), on November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “August Note”), through which the August Note was amended and restated in its entirety. The Restructuring Agreement included key modifications, in which i) the Uplist terms were removed, ii) in the event that the Closing of the Merger does not occur on or before December 31, 2022, the then-current Outstanding Balance will be increased by 2% and shall increase by 2% every 30 days thereafter until the Closing or termination of the Merger Agreement, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). The Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of March 31, 2023 | |||||||
Loss in extinguishment | $ 2,383,088 | |||||||
Revalued debt amount | 2,400,000 | |||||||
Change in fair value of restructed debt | (2,842,132) | |||||||
Restructured August Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt discount and accrued interest | 1,933,000 | |||||||
Loss in extinguishment | 157,000 | |||||||
Revalued debt amount | 2,400,000 | |||||||
Change in fair value of restructed debt | 467,000 | |||||||
Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 144,000 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument face amount | $ 631,968 | $ 5,433,333 | ||||||
Debt instrument, interest rate | 10% | 12% | ||||||
Debt discount | $ 56,868 | $ 433,333 | ||||||
Cash received from debt instrument | $ 575,100 | |||||||
Exit fee percent | 15% | 15% | ||||||
Transaction expense | $ 10,000 | |||||||
Proceeds from debt | 1,100,000 | |||||||
Escrow deposit | 3,900,000 | |||||||
Debt instrument, fair value | $ 3,400,000 | |||||||
Debt instrument, redemption, percentage | 15% | |||||||
Debt instrument outstanding face amount | $ 816,500 | |||||||
Increase in outstanding balance, percentage | 10% | |||||||
Debt instrument, payment terms | Following the Uplist, while the Note is still outstanding, ten days after the Company may have a sale of any of its shares of common stock or preferred stock, there shall be a Mandatory Prepayment equal to the greater of $3,000,000 or thirty-three percent of the gross proceeds of the equity sale | |||||||
Payments for debt | $ 3,000,000 |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details Narrative) | 12 Months Ended | |||||||||||
Nov. 04, 2022 USD ($) | Aug. 17, 2022 USD ($) | Jun. 16, 2022 USD ($) | Dec. 15, 2021 USD ($) $ / shares shares | Apr. 14, 2021 USD ($) | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Jan. 20, 2023 USD ($) | Feb. 07, 2022 USD ($) | May 20, 2021 $ / shares | May 05, 2021 $ / shares | Jan. 01, 2016 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument interest rate percentage | 12% | 2% | ||||||||||
Debt instrument unamortized discount | $ 9,680,000 | |||||||||||
Number share issued value | $ 26,000 | |||||||||||
Common stock shares authorized | shares | 900,000,000 | 900,000,000 | ||||||||||
Debt instrument, conversion feature | $ 99,000 | |||||||||||
Gain (loss) on extinguishment of debt | $ 2,383,088 | |||||||||||
Change in fair value | 811,000 | (116,000) | ||||||||||
Common Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number share issued value | $ 25 | |||||||||||
December 15, 2021 Debenture [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument, conversion feature | $ 12,985,000 | |||||||||||
December 15, 2021 Debenture [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Extension fees | $ 249,079 | |||||||||||
Description for uplisted term and trigger Events | Subsequent to the year end, the date by which the Uplist had to be completed was further extended to June 15, 2022, with no additional fee included. The Company will make a one-time payment to the Investor equal to 15% of the gross proceeds the Company receives from the offering expected to be effected in connection with the Uplist (whether from the sale of shares of its Common Stock and / or preferred stock) within ten (10) days of receiving such amount. In the event Borrower does not make this payment, the then-current outstanding balance will be increased by 10%. In addition, the Company had 30 days in which to secure the Note and grant the Lender a first position security interest in the real property in Texas and Iowa, and if it had not been effectuated within the 30 days the outstanding balance would have been increased by 15% | |||||||||||
Common stock shares authorized | shares | 65,000,000 | |||||||||||
Common stock shares subscribed but unissued | shares | 100,000,000 | |||||||||||
Debt instrument event of default 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 | |||||||||||
December 15, 2021 Debenture [Member] | Common Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number share issued value | $ 15,000,000 | |||||||||||
Restructured Senior Note [Member]. | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument, fair value | $ 18,914,000 | |||||||||||
Gain (loss) on extinguishment of debt | 2,540,000 | |||||||||||
Derivative fair value | 12,290,000 | |||||||||||
Fair value option, changes | $ 17,738,000 | $ 30,028,000 | ||||||||||
Share price | $ / shares | $ 0.16 | |||||||||||
Fair value derivative | $ 21,290,000 | |||||||||||
Change in fair value | $ 2,376,000 | |||||||||||
Restructured Senior Note [Member]. | Measurement Input, Share Price [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument, measurement input | 0.1017 | |||||||||||
Restructured Senior Note [Member]. | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument, measurement input | 3.73 | |||||||||||
Restructured Senior Note [Member]. | Measurement Input, Price Volatility [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument, measurement input | 117.77 | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument face amount | $ 5,433,333 | $ 631,968 | ||||||||||
Debt instrument interest rate percentage | 12% | 10% | ||||||||||
Debt instrument unamortized discount | $ 433,333 | $ 56,868 | ||||||||||
Debt instrument transaction expense | 10,000 | |||||||||||
Debt instrument outstanding face amount | 816,500 | |||||||||||
Number share issued value | $ 5,000,000 | |||||||||||
Repayments for debt | 3,000,000 | |||||||||||
Debt instrument, fair value | $ 3,400,000 | |||||||||||
Share price | $ / shares | $ 0.55 | $ 0.55 | ||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument interest rate percentage | 12% | |||||||||||
Debt instrument outstanding face amount | $ 2,448,000 | |||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Share Price [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Embedded derivative, measurement input | 0.3075 | |||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Share Price [Member] | Common Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Embedded derivative, measurement input | 0.305 | |||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Embedded derivative, measurement input | 0.69 | |||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Embedded derivative, measurement input | 125.90 | |||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument face amount | $ 16,320,000 | |||||||||||
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 | shares | 3,000,000 | |||||||||||
Fair value private placement | $ 940,000 | |||||||||||
Debt iInstrument, redemption, description | The “Redemption Repayment Price” equals 90% multiplied by the average of the two lowest volume weighted average price per share of the Common Stock during the ten (10) trading days immediately preceding the date that the Investor delivers notice electing to redeem a portion of the Note. The redemption amount shall include a premium of 15% of the portion of the outstanding balance being paid (the “Exit Fee”). As the Exit Fee is to be included in every settlement of the Note, an additional 15% of the principal balance, which totals $2,448,000, was recognized along with the principal balance, and offset by a contra account in a manner similar to a debt discount. In addition to the Investor’s right of redemption, the Company has the option to prepay the Notes at any time prior to the Maturity Date by paying a premium of 15% plus the principal, interest, and fees owed as of the prepayment date | |||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Debentures Subject to Mandatory Redemption [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Outstanding investor redeem | $ 1,000,000 | |||||||||||
Redemption, per share | $ / shares | $ 0.0001 | |||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Share Price [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument, measurement input | 0.32 | |||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument, measurement input | 1.19 | |||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument, measurement input | 209.9 | |||||||||||
Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument, measurement input | 0 | |||||||||||
Amended and Restated Secured Promissory Note [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Debt instrument face amount | $ 1,336,000 | |||||||||||
Repayments for debt | $ 10,000,000 | |||||||||||
Description for uplisted term and trigger Events | Additionally, if the Closing Date is after December 31, 2022, the outstanding balance of all indebtedness owed by the Company to December 2021 Investor will be increased automatically by 2% and will automatically increase by 2% every 30 days thereafter until the Closing, or substantially similar terms as approved by the Board of Directors of the Company. Additional key modifications include i) the Uplist terms were removed, ii) Maturity date was modified from December 15, 2023 to December 4, 2023, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). As of March 31, 2023, the Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of March 31, 2023 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Dec. 23, 2021 | Dec. 15, 2020 | Jul. 15, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Nov. 04, 2022 | Jan. 01, 2016 | |
Short-Term Debt [Line Items] | |||||||
Interest rate | 12% | 2% | |||||
Debt discount | $ 9,680,000 | ||||||
Gain on extinguishment of debt | $ 2,383,088 | ||||||
Promissory Note A [Member] | VBF [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal of promissory note | $ 3,000,000 | ||||||
Debt payment term | 36 months | ||||||
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 | ||||||
Interest rate | 5% | ||||||
Promissory Notes A and B [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt discount | $ 4,500,000 | ||||||
Gain on extinguishment of debt | $ 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 | 119,604 | 215,604 | |||||
Note payable | $ 96,000 | $ 96,000 |
ACQUISITION OF NON-CONTROLLIN_2
ACQUISITION OF NON-CONTROLLING INTEREST (Details Narrative) - USD ($) | 12 Months Ended | |||
May 20, 2021 | May 19, 2021 | May 05, 2021 | Mar. 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Common shares to be issued for the acquisition of the non-controlling interest subsidiary remaining equity | $ 1,000,000 | |||
Additional Paid-in Capital [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Common shares to be issued for the acquisition of the non-controlling interest subsidiary remaining equity | 3,087,830 | |||
NAS [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Non-controlling interest in NAS | $ 87,830 | |||
F&T [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Partnership prcentage | 49% | |||
NAS [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Partnership prcentage | 100% | |||
Securities Purchase Agreement [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Purchase of common stock, shares | 2,727,272 | 15,454,456 | ||
Securities Purchase Agreement [Member] | Series B Preferred Equity Offering [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Partnership prcentage | 51% | |||
Patents Purchase Agreement [Member] | F&T Water Solutions LLC [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Acquisition share price | $ 0.505 | |||
Series B Preferred Equity Offering [Member] | Securities Purchase Agreement [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Purchase of common stock, shares | 980,000 | |||
Total acquisition | $ 3,000,000 | |||
Payments to acquire business | $ 1,000,000 | |||
Stock Issued During Period, Shares, Acquisitions | 3,960,396 | |||
Fair value of shares | $ 2,000,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Nov. 05, 2022 | Nov. 04, 2022 USD ($) shares | Oct. 01, 2022 shares | Aug. 17, 2022 | Aug. 01, 2022 shares | Jun. 22, 2022 USD ($) | Jun. 16, 2022 USD ($) shares | Jun. 16, 2022 shares | Mar. 01, 2022 USD ($) $ / 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 ($) shares | Jan. 08, 2021 USD ($) | Dec. 18, 2020 USD ($) $ / shares shares | Dec. 16, 2020 USD ($) $ / shares shares | Sep. 17, 2019 USD ($) $ / shares shares | Sep. 05, 2019 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) shares | Dec. 15, 2021 shares | Mar. 31, 2020 USD ($) shares | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 200,000,000 | ||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
Preferred stock value | $ | $ 500 | $ 500 | |||||||||||||||||||||||||||
Number of shares converted | 4,762,376 | ||||||||||||||||||||||||||||
Number of shares issued | 100,000 | ||||||||||||||||||||||||||||
Common stock aggregate price | $ | $ 17,277,123 | ||||||||||||||||||||||||||||
Redemption of Series D preferred shares | $ | 2,534,758 | ||||||||||||||||||||||||||||
Warrant to purchase shares | 3,739,000 | 10,000,000 | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.75 | $ 0.75 | |||||||||||||||||||||||||||
Fair value of warrants adjustment | $ | (3,568,000) | (1,987,000) | |||||||||||||||||||||||||||
Amortization | $ | 1,470,000 | $ 881,500 | |||||||||||||||||||||||||||
Beneficial conversion feature | $ | $ 99,000 | ||||||||||||||||||||||||||||
Percentage of series E preferred shares | 10% | ||||||||||||||||||||||||||||
Increase series E preferred shares | 130 | ||||||||||||||||||||||||||||
Increase series E preferred value | $ | $ 156,000 | ||||||||||||||||||||||||||||
Debt instrument, redemption, percentage | 15% | ||||||||||||||||||||||||||||
Debt conversion, description | (i) the stated value of $1,200 per share plus any unpaid dividends, multiplied by 1.25, divided by (ii) 80% of the average volume weighted average price of the Company’s common stock during the five trading day period immediately prior to the Closing Date | ||||||||||||||||||||||||||||
Common stock issued in business agreement | $ | $ 26,000 | ||||||||||||||||||||||||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Warrant measurement input | 3.81 | 2.42 | |||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||||||||||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Warrant measurement input | 113.6 | 185.9 | |||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Warrants term | 3 years 8 months 19 days | ||||||||||||||||||||||||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Warrant measurement input | 121 | 205.9 | |||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.50 | ||||||||||||||||||||||||||||
Number of shares issued | 250,000 | 200,000 | 500,000 | ||||||||||||||||||||||||||
Common stock issued in business agreement | $ | $ 99,600 | $ 195,000 | |||||||||||||||||||||||||||
Sale of stock consideration | 52,018,294 | ||||||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 0.39 | ||||||||||||||||||||||||||||
Number of shares vested | 62,500 | ||||||||||||||||||||||||||||
Shares vested value | $ | 24,900 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Three Consultants [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.36 | ||||||||||||||||||||||||||||
Number of shares issued | 430,000 | ||||||||||||||||||||||||||||
Common stock issued in business agreement | $ | $ 158,000 | ||||||||||||||||||||||||||||
Common stock, shares sold, value | $ | $ 3,076,000 | ||||||||||||||||||||||||||||
Three Consultants [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 0.04 | ||||||||||||||||||||||||||||
Three Consultants [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||
New Employees [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.395 | ||||||||||||||||||||||||||||
Number of shares issued | 275,000 | 375,000 | |||||||||||||||||||||||||||
Common stock issued in business agreement | $ | $ 108,000 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Warrant to purchase shares | 10,000,000 | ||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||
Debt instrument, redemption, percentage | 15% | ||||||||||||||||||||||||||||
Common stock issued in business agreement | $ | $ 5,000,000 | ||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of shares issued | 64,000,000 | ||||||||||||||||||||||||||||
Percentage of series E preferred shares | 80% | ||||||||||||||||||||||||||||
Common stock issued in business agreement | $ | $ 5,000,000 | ||||||||||||||||||||||||||||
Beneficial ownership limitation | 4.99% | ||||||||||||||||||||||||||||
Debt instrument, convertible, type of equity security | The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP during the 10 consecutive business days immediately preceding, but not including, the applicable purchase date. The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Business Agreement [Member] | Consultant [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Common stock issued in business agreement | $ | $ 250,000 | ||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 5,000,000 | ||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000 | 5,000 | |||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | ||||||||||||||||||||||||||||
Share price | $ / shares | $ 1,200 | ||||||||||||||||||||||||||||
Preferred stock redeemable description | The Series B Preferred Stock were 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 were 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 | ||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of shares converted | 607 | 5,008 | |||||||||||||||||||||||||||
Preferred stock, dividends-in-kind shares | 232 | 115 | |||||||||||||||||||||||||||
Number of shares issued | 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 | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | GHS Investments LLC [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000 | ||||||||||||||||||||||||||||
Share price | $ / shares | $ 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 | 5,000 | |||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | ||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||
Preferred stock redeemable description | The Company was to 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 had 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 were 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 would be 150% of the stated value | ||||||||||||||||||||||||||||
Preferred stock value | $ | $ 1,200 | ||||||||||||||||||||||||||||
Preferred stock, dividend percentage | 12% | ||||||||||||||||||||||||||||
Common stock aggregate price | $ | $ 10,000,000 | ||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Number of shares converted | 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 | ||||||||||||||||||||||||||||
Preferred stock value | $ | $ 1,250,000 | 1,250,000 | $ 6,000,000 | ||||||||||||||||||||||||||
Common stock purchase price per share | $ / shares | $ 1,000 | ||||||||||||||||||||||||||||
Preferred stock redemption discount | $ | $ 250,000 | $ 250,000 | $ 1,000,000 | ||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Share Exchange Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
Reedemable Preferred Stock | 2,450 | ||||||||||||||||||||||||||||
Reedemable amount | $ | $ 3,513,504 | ||||||||||||||||||||||||||||
Redemption of Series D preferred shares | $ | 2,534,758 | ||||||||||||||||||||||||||||
Exchange aggregate Preferred Stock | 3,600 | ||||||||||||||||||||||||||||
Exchange into dividend, amount | $ | 3,258,189 | ||||||||||||||||||||||||||||
Beneficial conversion feature | $ | $ 3,270,000 | $ 3,326,172 | |||||||||||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000 | ||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 1,670 | 2,840 | |||||||||||||||||||||||||||
Share price | $ / shares | $ 1,200 | ||||||||||||||||||||||||||||
Number of shares issued | 10,000 | ||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Number of shares issued | 940 | 940 | 170 | ||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 1,300 | 2,400 | |||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 14,458,127 | 8,228,572 | |||||||||||||||||||||||||||
Excess Stock, Shares Outstanding | 1,670 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.38 | ||||||||||||||||||||||||||||
Common stock purchase price per share | $ / shares | $ 1,000 | ||||||||||||||||||||||||||||
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 | $ | $ 755,000 | $ 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 | ||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||
Series F Redeemable Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Temporary Equity, Shares Authorized | 750,000 | 750,000 | |||||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | 750,000 | 750,000 | |||||||||||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 750,000 | ||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
Number of shares converted | 192,750,000 | 162,080,000 | |||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||
Share price | $ / shares | $ 0.246 | ||||||||||||||||||||||||||||
Number of shares issued | 250,000 | ||||||||||||||||||||||||||||
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, 2023 USD ($) $ / shares shares | Mar. 31, 2022 $ / shares shares | Dec. 15, 2021 shares | |
Warrants issued to placement agents | 3,739,000 | 10,000,000 | |||
Average strike price | $ / shares | $ 0.75 | $ 0.75 | |||
Warrant exercise price, decrease | $ / shares | $ 0.35 | ||||
Warrants outstanding | 18,573,116 | 18,573,116 | |||
Fair value of warrants | $ | $ 355,000 | ||||
Decrease in fair value of warrant | $ | $ 3,568,000 | ||||
Measurement Input, Share Price [Member] | |||||
Warrants measurement input | $ / shares | 0.05 | 0.225 | |||
Measurement Input, Risk Free Interest Rate [Member] | |||||
Warrants measurement input | 3.81 | 2.42 | |||
Measurement Input, Risk Free Interest Rate [Member] | Black-Schole Model [Member] | |||||
Warrants measurement input | 3.81 | ||||
Measurement Input, Price Volatility [Member] | Black-Schole Model [Member] | |||||
Warrants measurement input | 121 | ||||
Measurement Input, Expected Dividend Rate [Member] | Black-Schole Model [Member] | |||||
Warrants measurement input | 0 | ||||
Minimum [Member] | |||||
Warrant remaining term | 3 years | ||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | |||||
Warrants measurement input | 113.6 | 185.9 | |||
Maximum [Member] | |||||
Warrant remaining term | 3 years 8 months 19 days | ||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | |||||
Warrants measurement input | 121 | 205.9 | |||
Warrant [Member] | |||||
Average strike price | $ / shares | $ 0.47 | ||||
Warrants outstanding | 18,573,116 | ||||
Series E Preferred Stock [Member] | |||||
Warrants issued to placement agents | 270,000 | 3,000,000 | |||
Options issued | 1,500,000 | ||||
Common Stock [Member] | Measurement Input, Share Price [Member] | Black-Schole Model [Member] | |||||
Warrants measurement input | 0.05 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Aug. 10, 2022 | May 11, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Nov. 04, 2022 | Aug. 10, 2021 | Jan. 01, 2016 | |
Related Party Transaction [Line Items] | |||||||
Accrued payroll | $ 119,000 | ||||||
Interest rate | 12% | 2% | |||||
Interest expense | $ 22,270 | ||||||
Interest rate | 8% | ||||||
Accrued Interest payable | $ 146,000 | 146,000 | |||||
Current liability | 54,647 | 54,647 | |||||
Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Notes payable related party | 290,000 | ||||||
Notes payable, related parties, current | 740,412 | 495,412 | |||||
Loan Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from related party debt | $ 300,000 | ||||||
Notes Payable [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payment of debt | 655,750 | ||||||
Outstanding balance | 77,000 | 77,000 | |||||
Accrued interest payable | 74,000 | 74,000 | |||||
Promissory Notes [Member] | Loan Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 10% | ||||||
Proceeds from related party debt | $ 250,000 | ||||||
Face amount | $ 50,000 | ||||||
Chief Financial Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Bonus issued | $ 300,000 | ||||||
President and Chief Technical Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Bonus issued | 200,000 | ||||||
Accounts payable, other, current | $ 200,000 | 200,000 | $ 300,000 | ||||
President [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate | 8% | ||||||
President [Member] | Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Notes payable related party | $ 486,500 | ||||||
Notes payable, related parties, current | $ 356,404 | 356,404 | |||||
Consulting Services [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Professional fees | $ 50,000 |
SCHEDULE OF INCOME TAX EXPENSE
SCHEDULE OF INCOME TAX EXPENSE (Details) | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal Tax statutory rate | 21% | 21% |
Permanent differences | 4.60% | 18.40% |
Valuation allowance | (25.60%) | (39.40%) |
Effective rate | 0% | 0% |
SCHEDULE OF DEFERRED TAX ASSET
SCHEDULE OF DEFERRED TAX ASSET (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 8,900,000 | $ 6,022,000 |
Other | (279,000) | (350,000) |
Total deferred tax asset | 8,621,000 | 5,672,000 |
Valuation allowance | (8,621,000) | (5,672,000) |
Total |
FEDERAL INCOME TAX (Details Nar
FEDERAL INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carry forwards | $ 42,500,000 | $ 282,000 | |
Operating loss carryforwards, limitations on use | The carry forwards beginning in tax years 2018 are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income | ||
Change in net deferred tax asset and valuation allowance | $ 5,192,000 | $ 2,243,000 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) | Mar. 31, 2023 | Sep. 08, 2021 | Aug. 01, 2021 |
Lease | |||
2024 | $ 87,808 | ||
2025 | 87,808 | ||
2026 | 54,709 | ||
Total future minimum lease payments | 230,325 | ||
Less: imputed interest | 17,332 | ||
Total | $ 212,993 | $ 17,000 | $ 316,000 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 12 Months Ended | ||||
Sep. 08, 2021 | Aug. 01, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 02, 2021 | |
Lease | |||||
Monthly lease payment | $ 300 | $ 7,000 | $ 1,727 | ||
Lease termination date | Oct. 31, 2025 | Oct. 31, 2025 | |||
Deposit | $ 52,362 | ||||
Security deposit | $ 17,454 | ||||
Lease liability values | $ 17,000 | $ 316,000 | $ 212,993 | ||
Borrowing rate | 5.75% | 5.75% | |||
Operating lease, right-of-use asset | $ 17,000 | $ 204,243 | $ 282,753 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||||
Oct. 24, 2022 | May 04, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Nov. 15, 2021 | |
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 | ||||
Common stock issued in business agreement ,shares | 100,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, per share | 0.0001 | ||||
Series A Convertible Preferred Stock [Member] | |||||
Preferred stock, per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Series F Convertible Preferred Stock [Member] | |||||
Preferred stock, per share | 0.0001 | ||||
Series E Redeemable Convertible Preferred Stock [Member] | |||||
Preferred stock, per share | $ 0.0001 | ||||
Merger Agreement [Member] | |||||
Business consideration description | (i) 5,000,000 Yotta Shares if the Surviving Corporation has at least $15,000,000 in revenue during the fiscal year ended March 31, 2024 and (ii) 5,000,000 Yotta Shares if the Surviving Corporation has at least $30,000,000 in revenue during the fiscal year ended March 31, 2025 (collectively, the “Contingent Merger Consideration Shares”). | ||||
Common Stock [Member] | |||||
Common stock issued in business agreement ,shares | 250,000 | ||||
Common Stock [Member] | Merger Agreement [Member] | |||||
Common stock issued in business agreement ,shares | 17,500,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Gary Shover [Member] | Common Stock [Member] | |||||
Common stock issued in business agreement ,shares | 61,558,203 | ||||
Fair value issued out of stock payable | $ 19,445,284 | ||||
April 1, 2015 [Member] | |||||
Salary and wage, excluding cost of good and service sold | $ 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. | ||||
April 1, 2015 [Member] | Mr Easterling [Member] | |||||
Salary and wage, excluding cost of good and service sold | $ 180,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||||||
May 09, 2023 USD ($) shares | May 01, 2023 shares | Apr. 28, 2023 USD ($) Integer $ / shares | Nov. 04, 2022 USD ($) shares | Apr. 14, 2021 $ / shares shares | Jun. 19, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | May 17, 2023 USD ($) | Apr. 21, 2023 USD ($) | |
Subsequent Event [Line Items] | ||||||||||
Common stock issued in business agreement ,shares | 100,000 | |||||||||
Common stock issued in business agreement | $ | $ 26,000 | |||||||||
Issuance of sale of equity | $ | $ 3,075,745 | |||||||||
Commson stock par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Series E Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock issued in business agreement ,shares | 10,000 | |||||||||
Share price | $ / shares | $ 1,200 | |||||||||
Conversion of shares | 14,458,127 | 8,228,572 | ||||||||
Conversion of shares issued | 1,300 | 2,400 | ||||||||
Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument face amount | $ | $ 144,000 | |||||||||
Subsequent Event [Member] | Series E Preferred Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of shares | 600 | |||||||||
Conversion of shares issued | 23,989,570 | |||||||||
Yotta Investment LLC [Member] | Subsequent Event [Member] | Commercial Paper [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument face amount | $ | $ 60,000 | $ 60,000 | ||||||||
Two Thousand Twenty Two Purchase Agreement [Member] | GHS Investment LLC [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock issued in business agreement ,shares | 40,187,311 | |||||||||
Common stock issued in business agreement | $ | $ 1,400,000 | |||||||||
Two Thousand Twenty Two Purchase Agreement [Member] | GHS Investment LLC [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price | $ / shares | $ 0.03 | |||||||||
Two Thousand Twenty Two Purchase Agreement [Member] | GHS Investment LLC [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price | $ / shares | $ 0.04 | |||||||||
Equity Financing Agreement [Member] | GHS Investment LLC [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Issuance of sale of equity | $ | $ 10,000,000 | |||||||||
Commson stock par value | $ / shares | $ 0.0001 | |||||||||
Trading value | The maximum amount that the Company shall be entitled to put to GHS in each put notice shall not exceed two hundred percent (200%) of the average daily trading dollar volume of the Company’s Common Stock during the ten (10) trading days preceding the put, so long as such amount does not equal less than ten thousand dollars ($10,000) or greater than one million dollars ($1,000,000). Pursuant to the Equity Financing Agreement, GHS and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding Common Stock. The price of each put share shall be equal to eighty percent (80%) of the Market Price (as defined in the Equity Financing Agreement). Following an up-list to the NASDAQ or equivalent national exchange, the price of each put share shall be equal to ninety percent (90%) of the Market Price, subject to a floor price of $1.00 per share. Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the Registration Statement or the date on which GHS has purchased an aggregate of $10,000,000 worth of Common Stock under the terms of the Equity Financing Agreement. | |||||||||
Trading percentage | 200% | |||||||||
Trading days | Integer | 10 | |||||||||
GHS Purchase Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock issued in business agreement ,shares | 64,000,000 | |||||||||
Common stock issued in business agreement | $ | $ 5,000,000 | |||||||||
GHS Purchase Agreement [Member] | GHS Investment LLC [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Trading value | A GHS Purchase will be made in a minimum amount of $10,000 and up to a maximum of $1,500,000 and provided that, the purchase amount for any purchase will not exceed 200% of the average of the daily trading dollar volume of the Company’s common stock during the 10 business days preceding the purchase date. Notwithstanding the foregoing dollar limitations, the Company and GHS may, from time to time, mutually agree (in writing) to waive the aforementioned limitations for a relevant Purchase Notice, which waiver, for the avoidance of doubt, shall not exceed the 4.99% beneficial ownership limitation contained in the GHS Purchase Agreement. The “Purchase Price” means, with respect to a purchase made pursuant to the GHS Purchase Agreement, 90% of the lowest VWAP (as defined in the GHS Purchase Agreement) during the Valuation Period (the ten (10) consecutive business days immediately preceding, but not including, the applicable purchase date). The Company shall deliver a number of GHS Purchase Shares equal to 112.5% of the aggregate purchase amount for such GHS Purchase divided by the Purchase Price per share for such GHS Purchase, against payment by GHS to the Company of the purchase amount with respect to such Purchase (less documented deposit and clearing fees, if any), as full payment for such GHS Purchase Shares via wire transfer of immediately available funds. | |||||||||
Purchase of common stock | 45,923,929 | |||||||||
Purchase of common stock value | $ | $ 6,000,000 |