Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2021 | Feb. 18, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 333-211986 | |
Entity Registrant Name | OMNIA WELLNESS INC. | |
Entity Central Index Key | 0001676852 | |
Entity Tax Identification Number | 98-1291924 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 999 18th Street | |
Entity Address, Address Line Two | Suite 3000 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | (888) | |
Local Phone Number | 320-5711 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 229,905,146 |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) | Dec. 31, 2021 | Mar. 31, 2021 |
Assets | ||
Cash | $ 28,697 | $ 28,761 |
Accounts receivable | 41,768 | 38,341 |
Due from related parties | 305,600 | 163,200 |
Advances on inventory | 43,700 | 16,000 |
Total current assets | 419,765 | 246,302 |
Non-current assets | ||
Fixed assets, net | 466,560 | 314,377 |
Intangible assets, net | 1,450,900 | 1,600,975 |
Total non-current assets | 1,917,460 | 1,915,352 |
Total Assets | 2,337,225 | 2,161,654 |
Current liabilities: | ||
Accounts payable and accrued expenses | 330,011 | 103,205 |
Accrued interest | 483,709 | 1,500 |
Accounts payable, related party | 0 | 427,910 |
Deposit liability | 8,002 | 21,764 |
Payroll Liability | 19,322 | |
Warranty liability | 25,667 | 25,667 |
Notes Payable | 5,631,633 | 4,401,358 |
Total current liabilities | 6,498,344 | 4,981,404 |
Non-Current liabilities | ||
PPP loan | 0 | 588,891 |
Total non-current liabilities | 0 | 588,891 |
Total liabilities | 6,498,344 | 5,570,295 |
Stockholders’ deficit: | ||
Preferred stock: Authorized - 10,000,000; Issued and outstanding 0 on March 31, 2021 150,000,000 authorized and 0 issued and outstanding on December 31, 2021 | ||
Common stock, par value $0.001; Authorized - 1,500,000,000; Issued and outstanding 229,905,146 on December 31, 2021, and 1,500,000,000 authorized and 224,227,107 issued and outstanding on March 31, 2021 | 14,900 | 14,900 |
Additional paid in capital benefit conversion feature on convertible notes | 899,825 | 0 |
Additional paid-in capital | 3,121,206 | 2,065,923 |
Accumulated deficit | (8,197,050) | (5,489,464) |
Total stockholders’ deficit | (4,161,119) | (3,408,641) |
Total Liabilities and Stockholders’ Deficit | $ 2,337,225 | $ 2,161,654 |
Consolidated Balance Sheet (U_2
Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2021 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Shares Authorized | 150,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 1,500,000,000 | 1,500,000,000 |
Common Stock, Shares, Outstanding | 229,905,146 | |
Common Stock, Shares, Issued | 224,227,107 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Total Revenue | $ 56,833 | $ 151,764 | ||
Total cost of goods sold | 2,904 | 17,914 | ||
Gross profit | 53,929 | 133,850 | ||
Operating expenses: | ||||
Legal and professional expense | 234,224 | 590,227 | ||
Payroll expense | 115,905 | 200,008 | ||
R&D Expense DryRx | 205,000 | 937,000 | ||
Selling and marketing expense | 14,495 | 45,415 | ||
Depreciation and amortization | 70,510 | 213,547 | ||
Bad Debt Expense | (2,200) | (2,200) | ||
General and administrative | 103,283 | 9,383 | 171,696 | 48,341 |
Total operating expenses | 741,217 | 9,383 | 2,155,693 | 48,341 |
Income (loss) from operations | (687,288) | (9,383) | (2,021,843) | (48,341) |
Other expense: | ||||
Interest expense | 105,403 | 379,465 | ||
Interest expense on beneficial conversion feature on convertible notes | 128,250 | 899,825 | ||
Forgiveness of PPP Loan | (149,673) | (593,546) | ||
Total other (expenses) Income | 83,980 | 685,744 | ||
Net loss before income taxes | (771,268) | (9,383) | (2,707,587) | (48,341) |
Income taxes | ||||
Net income (loss) | $ (771,268) | $ (9,383) | $ (2,707,587) | $ (48,341) |
Net loss per common share - Basic and Diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average number of common shares outstanding - Basic and Diluted | 227,084,895 | 55,058,006 | 225,174,294 | 55,058,006 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, at Mar. 31, 2020 | $ 55,058 | $ (10,224) | $ (77,847) | $ (33,013) |
Beginning balance, shares at Mar. 31, 2020 | 55,058,006 | |||
Net Income (Loss) | (275,957) | (275,957) | ||
Balance at Jun. 30, 2020 | $ 55,058 | (10,224) | (353,804) | (308,970) |
Ending balance, shares at Jun. 30, 2020 | 55,058,006 | |||
Additional paid in capital | (1,054,216) | (1,054,216) | (1,054,216) | |
Reverse Merger Adjustment | (1,546,047) | (1,546,047) | ||
Net Income (Loss) | (850,922) | (850,922) | ||
Balance at Sep. 30, 2020 | $ 14,900 | (1,064,440) | (3,451,185) | (4,500,725) |
Ending balance, shares at Sep. 30, 2020 | 14,900,629 | |||
Balance, at Mar. 31, 2021 | $ 14,900 | 2,065,923 | (5,489,464) | (3,408,641) |
Beginning balance, shares at Mar. 31, 2021 | 14,900,629 | |||
Stock Split, shares | 209,326,478 | |||
Additional paid in capital | 430,123 | 430,123 | ||
Net Income (Loss) | (390,032) | (390,032) | ||
Balance at Jun. 30, 2021 | $ 14,900 | 2,496,046 | (5,879,496) | (3,368,550) |
Ending balance, shares at Jun. 30, 2021 | 224,227,107 | |||
Balance, at Mar. 31, 2021 | $ 14,900 | 2,065,923 | (5,489,464) | (3,408,641) |
Beginning balance, shares at Mar. 31, 2021 | 14,900,629 | |||
Net Income (Loss) | (2,707,587) | |||
Balance at Dec. 31, 2021 | $ 14,900 | 4,021,031 | (8,192,570) | (4,161,119) |
Ending balance, shares at Dec. 31, 2021 | 229,905,146 | |||
Balance, at Jun. 30, 2021 | $ 14,900 | 2,496,046 | (5,879,496) | (3,368,550) |
Beginning balance, shares at Jun. 30, 2021 | 224,227,107 | |||
Additional paid in capital | 754,291 | 754,291 | ||
Net Income (Loss) | (1,546,286) | (1,546,286) | ||
Balance at Sep. 30, 2021 | $ 14,900 | 3,250,337 | (7,425,782) | (4,160,545) |
Ending balance, shares at Sep. 30, 2021 | 224,227,107 | |||
Additional paid in capital | 770,694 | 770,694 | ||
Net Income (Loss) | (771,268) | (771,268) | ||
Common Stock issued, shares | 5,678,039 | |||
Balance at Dec. 31, 2021 | $ 14,900 | $ 4,021,031 | $ (8,192,570) | $ (4,161,119) |
Ending balance, shares at Dec. 31, 2021 | 229,905,146 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (2,707,587) | $ (48,341) |
Changes in net assets and liabilities | ||
Accounts payable and accrued expenses | 225,306 | 38,826 |
Depreciation and amortization | 214,086 | |
Inventory | (27,700) | |
Interest receivable | ||
Accounts receivable | (3,428) | |
Due from related parties massagewave | (142,400) | |
Deposit Liability | (13,762) | |
PPP loan | (588,891) | |
Payroll Liability | 19,322 | |
Accrued interest | 55,798 | |
Interest expense on beneficial conversion feature on convertible notes | 128,250 | |
Cash used in operating activities: | (2,841,005) | (9,515) |
Cash flows from investing activities: | ||
Fixed assets | (216,194) | |
Intangible assets, net | ||
Cash provided by investing activities | (216,194) | |
Cash flows from financing activities: | ||
Proceeds from loan payable | 1,230,275 | 9,515 |
Cash received from common stock | 1,826,859 | |
Cash provided by financing activities | 3,057,135 | 9,515 |
Change in cash | (64) | |
Cash- beginning of period | 28,761 | |
Cash-end of period | $ 28,697 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 Nature of Operations Omnia Wellness Inc. (the “Company”) was incorporated as a Nevada corporation on March 2, 2016 Nevada On June 25, 2019, Maksim Charniak, the Company’s then sole executive officer and director and the owner of 3,000,000 95.6 On March 5, 2020, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to, among other things, (i) increase the Company’s authorized shares of common stock from 75,000,000 100,000,000 10,000,000 12.6374:1 On April 17, 2020, the Company entered into a Share Exchange and Reorganization Agreement (the “Exchange Agreement”) with Omnia Wellness Corporation (formerly known as Bed Therapies Inc.), a Texas corporation (“Omnia Corp.”), and the beneficial stockholders of Omnia Corp. to acquire 100 0.001 Accordingly, the Company acquired 100% of Omnia Corp. in exchange for the issuance of 10,000,000 (not adjusted to reflect the Company’s 15:1 forward stock split on April 6, 2021) shares of the Company’s common stock and Omnia Corp. became the Company’s wholly owned subsidiary. As of the closing of the Acquisition (the “Closing”), Mr. Samad, resigned as an officer and director of the Company and agreed to cancel 52,656,888 1,269,665 539,000 As of immediately prior to the closing of the Acquisition, the Company entered into an Assignment and Assumption Agreement with RZI Consulting LLC (the “Assignment Agreement”), pursuant to which RZI Consulting LLC assumed substantially all of the Company’s remaining assets and liabilities through the closing of the Acquisition. Accordingly, as of the closing of the Acquisition, the Company had no assets or liabilities (other than relating to general and administrative expenses). Following the Acquisition, the Company, through its wholly owned subsidiary Omnia Corp., now develops and markets products for wellness and physical therapy markets, using patented dry-hydro therapy equipment that the Company plans to offer and sell in medical and fitness markets. On April 6, 2021, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to (i) increase the Company’s authorized shares of common stock from 100,000,000 1,500,000,000 10,000,000 150,000,000 The Company’s principal executive office is located at 999 18 th In March 2020 the World Health Organization declared COVID-19 a pandemic. The Company is still assessing the impact COVID-19 may have on its business, but there can be no assurance that this analysis will enable the Company to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally. The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies The principal accounting policies applied in the preparation of these financial statements are set out below. Basis of Presentation Principles of Consolidation - The consolidated financial statements include accounts of the Company’s wholly-owned subsidiary Omnia Wellness Corp., and Omnia Wellness Corp.’s wholly-owned subsidiary SolaJet™ Financing Company, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. Accounting Estimates Risks and Uncertainties Loss Per Common Share - Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares of common stock, including stock options and warrants, to the extent dilutive. As of December 31, 2021, and 2020, there were 229,905,146 and 55,058,006 , respectively, of common stock equivalents. Cash Related Party Transactions Advance Payments on Purchases of Inventory, related party 43,700 0 Fixed Assets - Fixed assets are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives. The fixed assets include equipment placed in use at certain locations The accumulated depreciation was calculated to be $189,715 and $ 0 as of December 31, 2021, and 2020, respectively. Patent Cost 10 550,100 0 License Payable, related party Warranty Liability Beneficial Conversion Features Derivatives Revenue The Company derives its revenues primarily from the usage fees and sales of hydrotherapy massage beds and installation services. Revenues from sales are recognized when the products are sold and delivered to its customers and the usage fees are earned based on subscription or actual usage. Sales Taxes and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue. Income Taxes The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de- recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carrybacks and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Fair Value of Financial Instruments Fair Value Measurements and Disclosures ● Level 1: Quoted prices for identical assets and liabilities in active markets; ● Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and ● Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts of financial instruments including cash, accounts payable, warrant liability and notes payable approximated fair value as of December 31, 2021, and 2020 due to the relatively short maturity of the respective instruments. Recently Issued Accounting Pronouncements - Leases (Topic 842) Leases (Topic 842): Targeted Improvements Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments |
Going Concern
Going Concern | 9 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 Going Concern The Company adopted Accounting Standards Update No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) The Company is commencing operations to generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of private offering. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Parties
Related Parties | 9 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 4 Related Parties The Company outsources its manufacturing pursuant to a Contract Services Agreement with DryRX, LLC dated as of January 1, 2020, which replaced and superseded the Contract Services Agreement with DryRX, LLC dated as of July 22, 2018, which expired in accordance with its terms. The Contract Services Agreement, among other things, provides that DryRX shall provide manufacturing and support services on behalf of the Company, and shall be responsible for the manufacturing oversight and production operations of the Company’s products. In return, the Company is obligated to pay to DryRX a fee equal to 10 % of net sales less cost-of-goods-sold and all expenses associated with the services. DryRX is owned and controlled by Steve Howe’s brother. The Company entered into a Consulting Agreement with Massagewave, Inc., owned and controlled by Steve Howe, to assist with business development and administrative activities. The agreement was entered into on May 1, 2018 and had required monthly payments of $ 15,000 April 30, 2020 68,262 0 |
Fixed Assets
Fixed Assets | 9 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 5 Fixed Assets The carrying basis and accumulated depreciation of fixed assets at December 31, 2021 and 2020 is as follows: Schedule of Fixed Assets Useful Lives December 31, 2021 December 31, 2020 Inventory at 3 rd 5 $ 212,000 0 Equipment in use 5 $ 177,000 $ 0 Vehicles and Trailers 5 60,266 0 Patent Costs 10 2,001,000 0 Building improvements 40 207,009 0 Less depreciation and amortization 739,815 0 Total fixed assets, net $ 1,917,460 0 The Company recorded depreciation expense of $52,871 and $ 0 for the years ended December 31, 2021, and 2020, respectively. |
License Agreement, Related Part
License Agreement, Related Party | 9 Months Ended |
Dec. 31, 2021 | |
License Agreement Related Party | |
License Agreement, Related Party | Note 6 License Agreement, Related Party On April 30, 2019, the Company entered worldwide exclusive license with Drywave Technologies, Inc. (“Drywave”), a Company owned by Steve Howe. On the terms and conditions of the agreement, the Company received intellectual property rights to manufacture, use, and offer for sale all the products related to the patents and trademarks for dry hydrotherapy therapy technologies. The license fee to acquire the technology was $ 2,000,000 (a) $ 350,000 1,000 (b) $ 200,000 (c) $ 1,450,000 The Company made all the required payments as of March 31, 2021. After payment of the $2,000,000 License Fee, the Company pays to Drywave a royalty of 3% of Net Sales for the longer of the period in which there are valid patent claims or ten years. The Company is performing on this agreement The Company recorded the original license fee as an intangible asset as of April 30, 2019, and is amortizing the asset over the expected useful life of the asset of 10 years. The Company recorded amortization expense of $60,625 and $0 for the fiscal quarters ended December 31, 2021, and 2020, respectively. |
Notes Payable
Notes Payable | 9 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 Notes Payable The following are the various notes payable of the Company: PPP Loan - 294,066 145,411 151,502.67 294,825 146,959 150,033 Nonconvertible notes, related party - 1,244,655 1,244,655 0 Schedule of Nonconvertible Notes Related Party Interest Rate Issuance Date Maturity December 31, 4.00 % 12/31/2018 12/31/2022 55,250 4.00 % 12/31/2018 12/31/2022 66,900 4.00 % 12/31/2018 12/31/2022 74,220 4.00 % 9/30/2019 9/29/2023 314,000 4.00 % 9/17/2019 9/16/2023 81,500 4.00 % 9/30/2019 9/29/2023 12,450 1.00 % 12/31/2020 12/30/2022 254,382 1.00 % 12/31/2020 12/30/2022 235,600 1.00 % 12/31/2020 12/30/2022 83,785 4.00 % 12/31/2020 12/31/2022 53,100 4.00 % 12/31/2020 12/31/2022 13,468 1,244,655 Nonconvertible notes, non-related- 2,565,527 2,374,219 191,308 Schedule of Nonconvertible Notes Non Related Interest Rate Default Rate Issuance Date Maturity December 31, 14.00 % 8/1/18 1/31/20 500,000 14.00 % Additional 2 % 10/30/19 10/29/20 229,500 14.00 % - 2/5/2020 2/5/2021 51,000 - % - % 2/28/2020 8/27/2020 322,219 20.00 % Additional 2 % 2/25/2020 8/24/2020 208,000 20.00 % Additional 2 % 2/28/2020 8/27/2020 102,000 14.00 % Additional 2 % 12/31/2019 12/31/2020 102,000 20.00 % Additional 2 % 4/24/2020 4/23/2021 20,000 30.00 % Additional 2 % 10/29/2020 2/28/2021 25,500 12.00 % Additional 2 % 10/30/2020 11/1/2021 25,500 12.00 % Additional 2 % 10/30/2020 11/1/2021 25,500 20.00 % - 2/5/2021 7/4/2021 68,000 18.20 % 25.00 % 9/18/2019 9/18/2023 23,347 18.20 % 25.00 % 10/9/2019 10/9/2023 37,037 18.20 % 24.00 % 3/10/2020 3/10/2024 90,654 15.00 % - 4/1/2021 3/31/2022 40,270 10.00 % - 4/1/2021 3/31/2022 100,000 12.00 % - 6/23/2021 6/22/2022 595,000 2,565,527 Convertible notes, related party 29,970 in unsecured notes payable to investors of the Company, bearing an annual interest rate of 4 % and a default interest rate of an additional 2 %. The notes are due December 30, 2023 unless sooner paid in full or converted in accordance with the terms of conversion, provided, however, that if a “Qualified IPO” does not occur on or before the maturity date, the maturity date shall be extended automatically for an additional one -year period and, during such period, the notes will bear interest at an annual rate of eight percent . Convertible notes, non related 1,349,443 10 one the notes will bear interest at an annual rate of ten percent (10%) Upon commencement by the Company of an underwritten initial public offering or the completed Exchange Agreement, of Borrower’s common stock, the note principal, together with all accrued and unpaid interest, will be converted into Shares as of the date of such commencement. After the share exchange was completed, the Company negotiated with the lenders to convert the loans for securities of the Company determined by dividing the outstanding balance of the note and accrued interest by $ 1.80 , subject to adjustment. Currently, the Company is in discussions with all Note holders to convert principal and interest into common shares of the Company. We expect a significant amount of the Notes to be converted in the next 60 days. The Company evaluates these notes at commencement for beneficial conversion features and derivatives and concluded there were none. Auctus Loan 650,000 4,333,333 0.15 |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 8 Shareholders’ Equity Common Stock - 1,500,000,000 0.001 a. One non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders; b. To participate equally and to receive all such dividends as may be declared by the Board of Directors out of funds legally available; therefore, and c. To participate pro rata in any distribution of assets available for distribution upon liquidation. Stockholders have no pre-emptive rights to acquire additional shares of common stock or any other securities. Common shares are not subject to redemption and carry no subscription or conversion rights. Preferred Stock 10,000,000 150,000,000 No The Company has not declared or paid any dividends or returned any capital to common stock shareholders as of December 31, 2021, and 2020. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 Income Taxes Income Tax Expense For the fiscal year ended December 31, 2021, the reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate to the pre-tax loss before income taxes, and total income tax expense recognized in the financial statements is the change in the valuation allowance. For the fiscal year ended December 31, 2021, and 2020, the Company did not recognize any current income tax expense or benefit due to a full valuation allowance on its deferred income tax assets. NOL Carryforwards and Other Matters The Company files income tax returns in the U.S. federal jurisdiction and the state of Colorado. The Company’s federal and state tax years for the 2018 fiscal year and forward are subject to examination by taxing authorities. The Company did not have any unrecognized tax benefits as of December 31, 2021, and 2020. The Company’s policy is to account for any interest expense and penalties for unrecognized tax benefits as part of the income tax provision. The Company does not anticipate that unrecognized tax benefits will significantly increase or decrease within the next twelve months. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 Commitments and Contingencies Off-Balance Sheet Arrangements - Leases - 200 The Company leases a warehouse facility of approximately 1,500 The Company leases approximately 4,500 square feet for the location of the new BodyStop™ located in the state of NY. The lease term is for 3 years and commenced on December 1, 2021 after substantial completion of the build out has been completed. The terms of the lease state the annual rent will increase by 3 % and a renewal option is available 60 days prior to the end of the lease for an additional 2 years with a 5 % annual increase in rent thereafter. Licenses 2 Legal Matters |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 Subsequent Events On February 17, 2022, Auctus and the Company executed a Waiver Letter which waived such defaults effective as of November 22, 2021. See “Note 7 Notes Payable-Auctus Loan” above. |
Restatement
Restatement | 9 Months Ended |
Dec. 31, 2021 | |
Restatement | |
Restatement | Note 12 Restatement The Company is in the process of restating its previously-filed Annual Report on Form 10-K for the Fiscal Year Ended March 31, 2021 and subsequent quarterly filings to address certain SEC comments, including with respect to how the Company presented its April 2021 15-for-1 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Principles of Consolidation | Principles of Consolidation - The consolidated financial statements include accounts of the Company’s wholly-owned subsidiary Omnia Wellness Corp., and Omnia Wellness Corp.’s wholly-owned subsidiary SolaJet™ Financing Company, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. |
Accounting Estimates | Accounting Estimates |
Risks and Uncertainties | Risks and Uncertainties |
Loss Per Common Share | Loss Per Common Share - Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares of common stock, including stock options and warrants, to the extent dilutive. As of December 31, 2021, and 2020, there were 229,905,146 and 55,058,006 , respectively, of common stock equivalents. |
Cash | Cash |
Related Party Transactions | Related Party Transactions |
Advance Payments on Purchases of Inventory, related party | Advance Payments on Purchases of Inventory, related party 43,700 0 |
Fixed Assets | Fixed Assets - Fixed assets are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives. The fixed assets include equipment placed in use at certain locations The accumulated depreciation was calculated to be $189,715 and $ 0 as of December 31, 2021, and 2020, respectively. |
Patent Cost | Patent Cost 10 550,100 0 |
License Payable, related party | License Payable, related party |
Warranty Liability | Warranty Liability |
Beneficial Conversion Features | Beneficial Conversion Features |
Derivatives | Derivatives |
Revenue | Revenue The Company derives its revenues primarily from the usage fees and sales of hydrotherapy massage beds and installation services. Revenues from sales are recognized when the products are sold and delivered to its customers and the usage fees are earned based on subscription or actual usage. Sales Taxes and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue. |
Income Taxes | Income Taxes The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de- recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carrybacks and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair Value Measurements and Disclosures ● Level 1: Quoted prices for identical assets and liabilities in active markets; ● Level 2: Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and ● Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts of financial instruments including cash, accounts payable, warrant liability and notes payable approximated fair value as of December 31, 2021, and 2020 due to the relatively short maturity of the respective instruments. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements - Leases (Topic 842) Leases (Topic 842): Targeted Improvements Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | The carrying basis and accumulated depreciation of fixed assets at December 31, 2021 and 2020 is as follows: Schedule of Fixed Assets Useful Lives December 31, 2021 December 31, 2020 Inventory at 3 rd 5 $ 212,000 0 Equipment in use 5 $ 177,000 $ 0 Vehicles and Trailers 5 60,266 0 Patent Costs 10 2,001,000 0 Building improvements 40 207,009 0 Less depreciation and amortization 739,815 0 Total fixed assets, net $ 1,917,460 0 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Nonconvertible Notes Related Party | Schedule of Nonconvertible Notes Related Party Interest Rate Issuance Date Maturity December 31, 4.00 % 12/31/2018 12/31/2022 55,250 4.00 % 12/31/2018 12/31/2022 66,900 4.00 % 12/31/2018 12/31/2022 74,220 4.00 % 9/30/2019 9/29/2023 314,000 4.00 % 9/17/2019 9/16/2023 81,500 4.00 % 9/30/2019 9/29/2023 12,450 1.00 % 12/31/2020 12/30/2022 254,382 1.00 % 12/31/2020 12/30/2022 235,600 1.00 % 12/31/2020 12/30/2022 83,785 4.00 % 12/31/2020 12/31/2022 53,100 4.00 % 12/31/2020 12/31/2022 13,468 1,244,655 |
Schedule of Nonconvertible Notes Non Related | Schedule of Nonconvertible Notes Non Related Interest Rate Default Rate Issuance Date Maturity December 31, 14.00 % 8/1/18 1/31/20 500,000 14.00 % Additional 2 % 10/30/19 10/29/20 229,500 14.00 % - 2/5/2020 2/5/2021 51,000 - % - % 2/28/2020 8/27/2020 322,219 20.00 % Additional 2 % 2/25/2020 8/24/2020 208,000 20.00 % Additional 2 % 2/28/2020 8/27/2020 102,000 14.00 % Additional 2 % 12/31/2019 12/31/2020 102,000 20.00 % Additional 2 % 4/24/2020 4/23/2021 20,000 30.00 % Additional 2 % 10/29/2020 2/28/2021 25,500 12.00 % Additional 2 % 10/30/2020 11/1/2021 25,500 12.00 % Additional 2 % 10/30/2020 11/1/2021 25,500 20.00 % - 2/5/2021 7/4/2021 68,000 18.20 % 25.00 % 9/18/2019 9/18/2023 23,347 18.20 % 25.00 % 10/9/2019 10/9/2023 37,037 18.20 % 24.00 % 3/10/2020 3/10/2024 90,654 15.00 % - 4/1/2021 3/31/2022 40,270 10.00 % - 4/1/2021 3/31/2022 100,000 12.00 % - 6/23/2021 6/22/2022 595,000 2,565,527 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) | Apr. 06, 2021 | Apr. 06, 2021 | Jan. 05, 2021 | Apr. 17, 2020 | Mar. 05, 2020 | Jun. 25, 2019 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 04, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Entity incorporation, date of incorporation | Mar. 2, 2016 | ||||||||
Entity Incorporation, State or Country Code | NV | ||||||||
Equity method investment description | On June 25, 2019, Maksim Charniak, the Company’s then sole executive officer and director and the owner of 3,000,000 shares (pre- stock split) of the Company’s common stock, sold all his shares of common stock of the Company to Amer Samad, resulting in a change of control of the Company. As part of that transaction, Mr. Charniak resigned from all of his officer and director positions, and Mr. Samad was appointed as the Chief Executive Officer, President, Chief Financial Officer and Secretary of the Company, and was appointed to the Board of Directors of the Company. Mr. Samad also purchased 1,167,937 shares (pre-stock split) of the Company’s common stock in a series of private transactions, resulting in Mr. Samad owning 4,167,937 shares (pre-stock split) of the Company’s common stock, or approximately 95.6% of the issued and outstanding common stock of the Company | ||||||||
Common stock, shares authorized | 100,000,000 | 1,500,000,000 | 1,500,000,000 | 75,000,000 | |||||
Preferred stock authorized | 150,000,000 | 10,000,000 | |||||||
Stockholders equity description | 12.6374:1 | ||||||||
Common stock, par value | $ 0.001 | ||||||||
Minimum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||
Preferred stock authorized | 10,000,000 | 10,000,000 | |||||||
Maximum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | |||||||
Preferred stock authorized | 150,000,000 | 150,000,000 | |||||||
Exchange Agreement [Member] | Bed Therapies Inc [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock issued during period shares stock splits | 1,269,665 | ||||||||
Ownership percentage | 100.00% | ||||||||
Stockholders equity description | Accordingly, the Company acquired 100% of Omnia Corp. in exchange for the issuance of 10,000,000 (not adjusted to reflect the Company’s 15:1 forward stock split on April 6, 2021) shares of the Company’s common stock and Omnia Corp. became the Company’s wholly owned subsidiary. As of the closing of the Acquisition (the “Closing”), Mr. Samad, resigned as an officer and director of the Company and agreed to cancel 52,656,888 | ||||||||
Common stock, par value | $ 0.001 | ||||||||
Debt principal amount | $ 539,000 | ||||||||
Blank Check [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Preferred stock authorized | 10,000,000 | ||||||||
Mr. Amer Samad [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock issued during period shares stock splits | 3,000,000 | ||||||||
Ownership percentage | 95.60% | ||||||||
Mr. Amer Samad [Member] | Exchange Agreement [Member] | Bed Therapies Inc [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stockholders equity description | Company filed a Certificate of Change with the Secretary of State of the State of Nevada to (i) increase the Company’s authorized shares of common stock from 100,000,000 to 1,500,000,000, (ii) increase the Company’s authorized shares of “blank check” preferred stock from 10,000,000 to 150,000,000, and (iii) effect a 1:15 forward stock split of the common stock | ||||||||
Cancellation of stock split | 52,656,888 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Apr. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 |
Accounting Policies [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 229,905,146 | 55,058,006 | ||
Advances on inventory | $ 43,700 | $ 0 | $ 16,000 | |
Property, Plant, and Equipment, Excluding Lessor Asset under Operating Lease, Accumulated Depreciation | $ 189,715 | 0 | ||
Intangible asset expected life | 10 years | 10 years | ||
Accumulated amortization | $ 550,100 | $ 0 | ||
Income tax, descripition | The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de- recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Consulting expense, related party | $ 68,262 | $ 0 |
Contract Services Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction, Rate | 10.00% | |
Consulting Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, description | The Company entered into a Consulting Agreement with Massagewave, Inc., owned and controlled by Steve Howe, to assist with business development and administrative activities. The agreement was entered into on May 1, 2018 and had required monthly payments of $15,000 per month. The agreement expired on April 30, 2020, with renewal options. The agreement was renewed under the same terms and conditions and will expire April 30, 2023. The Company incurred consulting expense, related party of $68,262 and $0 as of December 31, 2021, and 2020, respectively. The due to and due from accounts are to various investors and related parties above for business related activities | |
Agreement expires date | Apr. 30, 2020 | |
Consulting Agreement [Member] | Massagewave Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Payments of related party | $ 15,000 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Less depreciation and amortization | $ 739,815 | $ 0 |
Total fixed assets, net | $ 1,917,460 | |
Total fixed assets, net | 0 | |
Inventory [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Fixed assets, gross | $ 212,000 | 0 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Fixed assets, gross | $ 177,000 | 0 |
Vehicles and Trailers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 5 years | |
Fixed assets, gross | $ 60,266 | 0 |
Patent Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 10 years | |
Fixed assets, gross | $ 2,001,000 | 0 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful lives | 40 years | |
Fixed assets, gross | $ 207,009 | $ 0 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 52,871 | $ 0 |
License Agreement, Related Pa_2
License Agreement, Related Party (Details Narrative) - USD ($) | Mar. 02, 2020 | Oct. 30, 2019 | Apr. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Aug. 30, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Payment to acquire technology | $ 1,450,000 | $ 200,000 | $ 350,000 | ||||
Payment of escrow fee | $ 1,000 | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | |||||
Amortization of Intangible Assets | $ 60,625 | $ 0 | |||||
Drywave Technologies Inc [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Related Party Transaction, Description of Transaction | After payment of the $2,000,000 License Fee, the Company pays to Drywave a royalty of 3% of Net Sales for the longer of the period in which there are valid patent claims or ten years. The Company is performing on this agreement | ||||||
Drywave Technologies Inc [Member] | License Agreement [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Accounts Payable, Related Parties | $ 2,000,000 |
Schedule of Nonconvertible Note
Schedule of Nonconvertible Notes Related Party (Details) | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Nonconvertible Notes Related Party One [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Dec. 31, 2018 |
Maturity | Dec. 31, 2022 |
Unsecured Notes Payable | $ 55,250 |
Nonconvertible Notes Related Party Two [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Dec. 31, 2018 |
Maturity | Dec. 31, 2022 |
Unsecured Notes Payable | $ 66,900 |
Nonconvertible Notes Related Party Three [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Dec. 31, 2018 |
Maturity | Dec. 31, 2022 |
Unsecured Notes Payable | $ 74,220 |
Nonconvertible Notes Related Party Four [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Sep. 30, 2019 |
Maturity | Sep. 29, 2023 |
Unsecured Notes Payable | $ 314,000 |
Nonconvertible Notes Related Party Five [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Sep. 17, 2019 |
Maturity | Sep. 16, 2023 |
Unsecured Notes Payable | $ 81,500 |
Nonconvertible Notes Related Party Six [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Sep. 30, 2019 |
Maturity | Sep. 29, 2023 |
Unsecured Notes Payable | $ 12,450 |
Nonconvertible Notes Related Party Seven [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 1.00% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 30, 2022 |
Unsecured Notes Payable | $ 254,382 |
Nonconvertible Notes Related Party Eight [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 1.00% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 30, 2022 |
Unsecured Notes Payable | $ 235,600 |
Nonconvertible Notes Related Party Nine [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 1.00% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 30, 2022 |
Unsecured Notes Payable | $ 83,785 |
Nonconvertible Notes Related Party Ten [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 31, 2022 |
Unsecured Notes Payable | $ 53,100 |
Nonconvertible Notes Related Party Eleven [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 4.00% |
Issuance Date | Dec. 31, 2020 |
Maturity | Dec. 31, 2022 |
Unsecured Notes Payable | $ 13,468 |
Nonconvertible Notes Related Party [Member] | |
Short-term Debt [Line Items] | |
Unsecured Notes Payable | $ 1,244,655 |
Schedule of Nonconvertible No_2
Schedule of Nonconvertible Notes Non Related (Details) | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Nonconvertible Notes Non Related One [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 14.00% |
Issuance Date | Aug. 1, 2018 |
Maturity | Jan. 31, 2020 |
Unsecured Notes Payable | $ 500,000 |
Nonconvertible Notes Non Related Two [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 14.00% |
Issuance Date | Oct. 30, 2019 |
Maturity | Oct. 29, 2020 |
Unsecured Notes Payable | $ 229,500 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Three [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 14.00% |
Issuance Date | Feb. 5, 2020 |
Maturity | Feb. 5, 2021 |
Unsecured Notes Payable | $ 51,000 |
Nonconvertible Notes Non Related Four [Member] | |
Short-term Debt [Line Items] | |
Issuance Date | Feb. 28, 2020 |
Maturity | Aug. 27, 2020 |
Unsecured Notes Payable | $ 322,219 |
Nonconvertible Notes Non Related Five [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 20.00% |
Issuance Date | Feb. 25, 2020 |
Maturity | Aug. 24, 2020 |
Unsecured Notes Payable | $ 208,000 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Six [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 20.00% |
Issuance Date | Feb. 28, 2020 |
Maturity | Aug. 27, 2020 |
Unsecured Notes Payable | $ 102,000 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Seven [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 14.00% |
Issuance Date | Dec. 31, 2019 |
Maturity | Dec. 31, 2020 |
Unsecured Notes Payable | $ 102,000 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Eight [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 20.00% |
Issuance Date | Apr. 24, 2020 |
Maturity | Apr. 23, 2021 |
Unsecured Notes Payable | $ 20,000 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Nine [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 30.00% |
Issuance Date | Oct. 29, 2020 |
Maturity | Feb. 28, 2021 |
Unsecured Notes Payable | $ 25,500 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Ten [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 12.00% |
Issuance Date | Oct. 30, 2020 |
Maturity | Nov. 1, 2021 |
Unsecured Notes Payable | $ 25,500 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Eleven [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 12.00% |
Issuance Date | Oct. 30, 2020 |
Maturity | Nov. 1, 2021 |
Unsecured Notes Payable | $ 25,500 |
Debt instrument, default rate | 2.00% |
Nonconvertible Notes Non Related Twelve [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 20.00% |
Issuance Date | Feb. 5, 2021 |
Maturity | Jul. 4, 2021 |
Unsecured Notes Payable | $ 68,000 |
Nonconvertible Notes Non Related Thirteen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 18.20% |
Issuance Date | Sep. 18, 2019 |
Maturity | Sep. 18, 2023 |
Unsecured Notes Payable | $ 23,347 |
Debt instrument, default rate | 25.00% |
Nonconvertible Notes Non Related Fourteen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 18.20% |
Issuance Date | Oct. 9, 2019 |
Maturity | Oct. 9, 2023 |
Unsecured Notes Payable | $ 37,037 |
Debt instrument, default rate | 25.00% |
Nonconvertible Notes Non Related Fifteen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 18.20% |
Issuance Date | Mar. 10, 2020 |
Maturity | Mar. 10, 2024 |
Unsecured Notes Payable | $ 90,654 |
Debt instrument, default rate | 24.00% |
Nonconvertible Notes Non Related Sixteen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 15.00% |
Issuance Date | Apr. 1, 2021 |
Maturity | Mar. 31, 2022 |
Unsecured Notes Payable | $ 40,270 |
Nonconvertible Notes Non Related Seventeen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 10.00% |
Issuance Date | Apr. 1, 2021 |
Maturity | Mar. 31, 2022 |
Unsecured Notes Payable | $ 100,000 |
Nonconvertible Notes Non Related Eighteen [Member] | |
Short-term Debt [Line Items] | |
Interest Rate | 12.00% |
Issuance Date | Jun. 23, 2021 |
Maturity | Jun. 22, 2022 |
Unsecured Notes Payable | $ 595,000 |
Nonconvertible Notes Non Related [Member] | |
Short-term Debt [Line Items] | |
Unsecured Notes Payable | $ 2,565,527 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Oct. 29, 2021 | Aug. 17, 2021 | Jun. 24, 2021 | May 12, 2021 | May 04, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Mar. 31, 2021 |
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt instrument principal amount | $ 650,000 | |||||||
Securities Purchase Agreement [Member] | Auctus Fund LLC [Member] | Warrant [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Shares issued | 4,333,333 | |||||||
Warrants exercise price | $ 0.15 | |||||||
Paycheck Protection Program Loan [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Proceeds from loan | $ 294,066 | |||||||
Debt instrument, forgiveness | $ 151,502.67 | $ 145,411 | ||||||
Paycheck Protection Program Including Interest | $ 150,033 | $ 146,959 | ||||||
CARES Act [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Proceeds from loan | $ 294,825 | |||||||
Nonconvertible Notes Related Party [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Unsecured notes payable | $ 1,244,655 | |||||||
Nonconvertible Notes Related Party [Member] | Investor [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Unsecured notes payable | 1,244,655 | |||||||
Unsecured Debt, Current | 1,244,655 | |||||||
Unsecured Long-term Debt, Noncurrent | 0 | |||||||
Nonconvertible Notes Non Related [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Unsecured notes payable | 2,565,527 | |||||||
Nonconvertible Notes Non Related [Member] | Investor [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Unsecured notes payable | 2,565,527 | |||||||
Unsecured Debt, Current | 2,374,219 | |||||||
Unsecured Long-term Debt, Noncurrent | 191,308 | |||||||
Convertible Notes Related Party [Member] | Investor [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Unsecured notes payable | $ 29,970 | |||||||
Interest Rate | 4.00% | |||||||
Debt instrument, default interest rate | 2.00% | |||||||
Debt Instrument, Maturity Date | Dec. 30, 2023 | |||||||
Debt Instrument, Description | one | |||||||
Debt Instrument, Interest Rate Terms | the notes will bear interest at an annual rate of eight percent | |||||||
Convertible Notes Non Related [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.80 | |||||||
Convertible Notes Non Related [Member] | Investor [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Unsecured notes payable | $ 1,349,443 | |||||||
Interest Rate | 10.00% | |||||||
Debt Instrument, Description | one | |||||||
Debt Instrument, Interest Rate Terms | the notes will bear interest at an annual rate of ten percent (10%) |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - $ / shares | Dec. 31, 2021 | Apr. 06, 2021 | Mar. 31, 2021 | Mar. 05, 2020 | Mar. 04, 2020 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 | 100,000,000 | 75,000,000 | |
Common stock par value | $ 0.001 | ||||
Preferred stock, shares authorized | 150,000,000 | 10,000,000 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Minimum [Member] | |||||
Common stock, shares authorized | 100,000,000 | ||||
Preferred stock, shares authorized | 10,000,000 | ||||
Maximum [Member] | |||||
Common stock, shares authorized | 1,500,000,000 | ||||
Preferred stock, shares authorized | 150,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Dec. 31, 2021ft² | |
Lessee, Lease, Description [Line Items] | |
Area of Land | 200 |
[custom:LeaseAssetUsefulLife] | 3 years |
[custom:AdditionalLeaseCostAssetUsefulLife] | 2 years |
Master Facility License Agreement [Member] | |
Lessee, Lease, Description [Line Items] | |
[custom:AdditionalLeasePercentage] | 5.00% |
Gross revenue percentage | 2.00% |
Warehouse Facility [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of Land | 1,500 |
NewBody Stop [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of Land | 4,500 |
[custom:LeaseCostRatePercent] | 3.00% |
Restatement (Details Narrative)
Restatement (Details Narrative) | 9 Months Ended |
Dec. 31, 2021 | |
Restatement | |
Forward stock split description | 15-for-1 |