Cover
Cover - shares | 3 Months Ended | |
Jun. 30, 2019 | Nov. 20, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-11882 | |
Entity Registrant Name | B2Digital, Inc. | |
Entity Central Index Key | 0000725929 | |
Entity Incorporation, State or Country Code | DE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 563,120,110 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Mar. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 14,857 | $ 27,579 |
Prepaid expenses | 1,753 | 6,260 |
Note receivable- related party | 115,201 | 65,416 |
Total current assets | 131,811 | 99,255 |
Fixed assets | ||
Cages | 100,025 | 46,025 |
Trucks trailers and vehicles | 12,500 | 9,500 |
Event assets | 39,987 | 8,987 |
Electronics hardware and software | 6,960 | 6,960 |
Less: accumulated depreciation | (19,719) | (16,407) |
Total fixed assets | 139,753 | 55,065 |
Goodwill | 259,672 | 193,045 |
Total Assets | 531,236 | 347,365 |
Current liabilities | ||
Accounts payable & accrued liabilities | 126,010 | 109,627 |
Note payable- current maturity | 14,000 | 75,000 |
Payable due for business acquisitions | 30,000 | 0 |
Note payable- in default | 15,000 | 0 |
Total current liabilities | 185,010 | 184,627 |
Note payable- long-term | 60,000 | 14,000 |
Total Liabilities | 245,010 | 198,627 |
Commitments and contingencies (Note 7) | ||
Stockholders' Equity | ||
Preferred stock, 50,000,000 shares authorized, 40,000,000 shares of Series B; 2,000,000 shares of Series A, convertible into 240 shares of common stock issued and outstanding at June 30, 2019 and March 31, 2019, respectively; 8,000,000 shares are undesignated | 20 | 20 |
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 475,901,630 and 377,620,110 shares issued and outstanding at June 30, 2019 and March 31, 2019, respectively | 4,759 | 3,776 |
Additional paid in capital | 3,252,590 | 2,624,573 |
Accumulated deficit | (2,971,143) | (2,479,631) |
Total Stockholders' Equity | 286,226 | 148,738 |
Total Liabilities and Stockholders' Equity | $ 531,236 | $ 347,365 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Mar. 31, 2019 |
Preferred stock shares authorized | 50,000,000 | 50,000,000 |
Common stock par value | $ .00001 | $ 0.00001 |
Common stock shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock shares issued | 475,901,630 | 377,620,110 |
Common stock shares outstanding | 475,901,630 | 377,620,110 |
Series B Preferred Stock [Member] | ||
Preferred stock shares authorized | 40,000,000 | 40,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock shares authorized | 2,000,000 | 2,000,000 |
Preferred stock shares issued | 240 | 340 |
Preferred stock shares outstanding | 240 | 240 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||
Live event revenue | $ 85,636 | $ 93,603 |
Live event expenses | 61,952 | 82,028 |
Live event income- net | 23,684 | 11,575 |
General and administrative corporate expenses | ||
Stock compensation expense | 454,400 | 0 |
General & administrative expenses | 56,113 | 42,232 |
Depreciation expense | 3,312 | 2,499 |
Total general and administrative corporate expenses | 513,825 | 44,731 |
Loss from continuing operations | (490,141) | (33,156) |
Other income (expense) | ||
Interest expense | (1,371) | (1,357) |
Total other income (expense) | (1,371) | (1,357) |
Net loss | $ (491,512) | $ (34,513) |
Basic diluted earnings per share on net loss | $ 0 | $ 0 |
Weighted average shares outstanding | 411,478,970 | 125,354,453 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares at Mar. 31, 2018 | 2,000,000 | 263,075,044 | |||
Beginning balance, value at Mar. 31, 2018 | $ 20 | $ 2,631 | $ 2,381,068 | $ (2,345,820) | $ 37,899 |
Sale of common stock, shares | 30,000,000 | ||||
Sale of common stock, value | $ 300 | 300 | |||
Issuance of common stock for services, shares | 35,000,000 | ||||
Issuance of common stock for services, value | $ 350 | 350 | |||
Issuance of common stock for conversion of debt, shares | 3,478,400 | ||||
Issuance of common stock for conversion of debt, value | $ 35 | 37,985 | 38,020 | ||
Net loss | (34,513) | (34,513) | |||
Ending balance, shares at Jun. 30, 2018 | 2,000,000 | 331,553,444 | |||
Ending balance, value at Jun. 30, 2018 | $ 20 | $ 3,316 | 2,419,053 | (2,380,333) | 42,056 |
Beginning balance, shares at Mar. 31, 2019 | 2,000,000 | 377,620,110 | |||
Beginning balance, value at Mar. 31, 2019 | $ 20 | $ 3,776 | 2,624,573 | (2,479,631) | 148,738 |
Sale of common stock, shares | 13,281,250 | ||||
Sale of common stock, value | $ 133 | 84,867 | 85,000 | ||
Issuance of common stock for services, shares | 71,000,000 | ||||
Issuance of common stock for services, value | $ 710 | 453,690 | 454,400 | ||
Issuance of common stock as part of business combination, shares | 14,000,000 | ||||
Issuance of common stock as part of business combination, value | $ 140 | 89,460 | 89,600 | ||
Net loss | (491,512) | (491,512) | |||
Ending balance, shares at Jun. 30, 2019 | 2,000,000 | 475,901,360 | |||
Ending balance, value at Jun. 30, 2019 | $ 20 | $ 4,759 | $ 3,252,590 | $ (2,971,143) | $ 286,226 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (491,512) | $ (34,513) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock compensation | 454,400 | 0 |
Depreciation | 3,312 | 2,499 |
Changes in operating assets & liabilities | ||
Prepaid expenses | 4,506 | 0 |
Inventory | 0 | 154 |
Accounts payable & accrued liabilities | (8,643) | 15,085 |
Net cash used by operating activities | (37,937) | (16,775) |
Cash Flows from Investing Activities | ||
Note receivable- related party | (49,785) | 0 |
Purchase of fixed assets | 0 | (1,045) |
Business acquisitions, net of cash acquired | (10,000) | 0 |
Net cash used by investing activities | (59,785) | (1,045) |
Cash Flows from Financing Activities | ||
Payment to note payable | 0 | (13,029) |
Issuance of common stock | 85,000 | 38,670 |
Net cash provided by financing activities | 85,000 | 25,641 |
(Decrease) Increase in Cash | (12,722) | 7,821 |
Cash at beginning of period | 27,579 | 16,468 |
Cash at end of period | 14,857 | 24,289 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 0 | 750 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
14,000,000 shares of common stock issued for business combination | 89,600 | 0 |
Payables for acquisitions | $ 30,000 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 3 Months Ended |
Jun. 30, 2019shares | |
Business Combination [Member] | |
Stock issued for business combination | 14,000,000 |
1. Organization and Nature of B
1. Organization and Nature of Business | 3 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS In February 2017, the Board of Directors of B2Digital, Incorporated ("B2Digital" or the "Company") approved a complete restructuring, new management team and strategic direction for the Company. Capitalizing on its history in television, video and technology, the Company is now forging ahead and becoming a full-service live event sports company. B2Digital's first strategy is to build an integrated live event Minor League for the Mixed Martial Arts (MMA) marketplace. B2Digital will be creating and developing Minor League champions that will move on to the MMA Major Leagues from the B2 Fighting Series (B2FS). This will be accomplished by sponsoring operating live events, acquiring existing MMA promotions and then inviting those champions to the B2FS Regional and National Championship Series. B2Digital will own all media and merchandising rights and digital distribution networks for the B2FS. 2017 marked the kickoff of the B2FS by sponsoring and acquiring MMA regional promotion companies for the development of the B2FS. The second strategy is that the Company plans to add additional sports, leagues, tournaments and special events to its live event business model. This will enable B2Digital to capitalize on their core technologies and business models that will be key to broadening the revenue base of the Company's live event core business. B2Digital will also be developing and expanding the B2Digital live event systems and technologies. These include systems for event management, digital ticketing sales, digital video distribution, digital marketing, Pay-Per View (PPV), fighter management, merchandise sales, brand management and financial control systems. Basis of Presentation and Consolidation The Company has five wholly-owned subsidiaries. Hardrock Promotions LLC which owns Hardrock MMA in Kentucky, Colosseum Combat LLC which owns Colosseum Combat MMA in Indiana, Blue Grass MMA LLC which is a marketing company, United Combat League MMA LLC, and Pinnacle Combat LLC. All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its five wholly-owned subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. The fiscal year end is March 31. |
2. Accounting Policies
2. Accounting Policies | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Accounting Policies | NOTE 2 - ACCOUNTING POLICIES The significant accounting policies of the Company are as follows: Basis of Accounting The accounts are maintained and the consolidated financial statements have been prepared using the accrual basis of accounting in accordance with GAAP. Use of Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from these estimates and assumptions. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains deposits primarily in four financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation ("FDIC"). The Company has not experienced any losses related to amounts in excess of FDIC limits. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of accounts payable and accrued liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. Property and Equipment Property and equipment are carried at cost. Depreciation is provided on the straight-line method over the assets’ estimated service lives. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are reflected in the accompanying consolidated statement of operations of the respective period. The estimated useful lives range from 3 to 7 years. Goodwill Goodwill represents the cost in excess of the fair value of net assets acquired in business combinations. The Company tests goodwill for impairment on an annual basis and when events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is deemed to be impaired if the carrying amount of goodwill exceeds its estimated fair value. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“ FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery. Income Taxes The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated Statements of Operations in the period that includes the enactment date. Through June 30, 2019, the Company has an accumulated deficit. Due to uncertainty of realization for these losses, a full valuation allowance is expected. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Stock based compensation The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, “Accounting for Stock Compensation,” which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC. Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of June 30, 2019, there were no options outstanding. Recently Adopted Accounting Pronouncements On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
3. Related Party
3. Related Party | 3 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party | NOTE 3 - RELATED PARTY B2 Management, LLC (“B2 Management”) has as its sole member the Chief Executive Officer and Chairman of B2Digital. During the three months ended June 30, 2019, B2 Management received $49,785 in advances. As of June 30, 2019 and March 31, 2019, the Company has an uncollateralized, non-interest-bearing note receivable of $115,201 and $65,416, respectively, from B2 Management that is due upon demand. |
4. Business Acquisitions
4. Business Acquisitions | 3 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Business Acquisitions | NOTE 4 – BUSINESS ACQUISITIONS United Combat League, UCL MMA LLC Effective May 1, 2019, the Company completed its previously announced acquisition of 100% of the equity interest in United Combat League, LLC (“UCL”), in an effort to execute its strategy of developing and building a Premier Development League for the Mixed Martial Arts (“MMA”) marketplace. The purchase price was $20,000 in cash and 6,000,000 shares of Restricted Common Stock issuable to Michael Davis, the seller of the equity interest in the acquisition. The Company is required to pay the cash consideration in three payments as follows: (i) $10,000 on or before 10 calendar days after the execution date of the agreement, (ii) $5,000 on or before 45 calendar days after the execution date of the agreement, and (iii) $5,000 on or before 90 calendar days after the execution date of the agreement. Consideration Cash $ 20,000 6,000,000 shares of common stock issued to the sellers 38,400 Total consideration $ 58,400 Fair value of net identifiable assets (liabilities) acquired – Goodwill resulting from transaction $ 58,400 Goodwill is calculated as the excess of the purchase price paid over the net assets recognized. The goodwill recorded as part of the UCL acquisition primarily reflects the value of adding UCL to B2Digital in order to expand its footprint in the MMA marketplace and execute its strategy of developing and building a Premier Development League MMA marketplace. Goodwill is not amortizable nor deductible for tax purposes. The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The initial accounting for this transaction is not completed and the fair value of the acquired identifiable intangible assets are provisional pending receipt of the final valuations for those assets. The Company is required to present a pro forma balance sheet assuming the transaction was consummated on the date of the latest balance sheet included in the filing and a pro forma statement of operations assuming the transaction was consummated at the beginning of the fiscal year presented and carried forward through any interim period presented. However, since the initial accounting has not been finalized for the transaction the Company believes presenting pro forma information is impracticable and plans to present it once the accounting is finalized. Pinnacle Combat LLC- Acquisition On July 15, 2019, to be effective June 29, 2019, the Company completed an acquisition of 100% of the equity interest in Pinnacle Combat LLC of Iowa, in an effort to execute its strategy of developing and building a Premier Development League for the MMA marketplace. The purchase price was $20,000 in cash and 8,000,000 shares of Restricted Common Stock, 5,000,000 to be issued to Harry Maglaris and 3,000,000 to be issued to Ken Rigdon, collectively the sellers of the equity interest in the acquisition. The Company is required to pay the cash consideration in three payments as follows: (i) $10,000 on or before 10 calendar days after the execution date of the agreement, (ii) $5,000 on or before 45 calendar days after the execution date of the agreement, and (iii) $5,000 on or before 90 calendar days after the execution date of the agreement. Consideration Cash $ 20,000 8,000,000 shares of common stock issued to the sellers 51,200 Total consideration $ 71,200 Fair values of identifiable net assets: Cages $ 54,000 Event asset (barriers) 6,000 Truck/trailer 3,000 Venture lighting system 25,000 Total identifiable net assets 88,000 Fair value of liabilities assumed: Credit card liability 25,028 Fair value of net identifiable assets (liabilities) acquired 62,972 Goodwill resulting from transaction $ 8,228 Goodwill is calculated as the excess of the purchase price paid over the net assets recognized. The goodwill recorded as part of the Pinnacle acquisition primarily reflects the value of adding Pinnacle to B2Digital in order to expand its footprint in the MMA marketplace and execute its strategy of developing and building a Premier Development League MMA marketplace. Goodwill is not amortizable nor deductible for tax purposes. The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The initial accounting for this transaction is not completed and the fair value of the acquired identifiable intangible assets are provisional pending receipt of the final valuations for those assets. The Company is required to present a pro forma balance sheet assuming the transaction was consummated on the date of the latest balance sheet included in the filing and a pro forma statement of operations assuming the transaction was consummated at the beginning of the fiscal year presented and carried forward through any interim period presented. However, since the initial accounting has not been finalized for the transaction the Company believes presenting pro forma information is impracticable and plans to present it once the accounting is finalized. |
5. Notes Payable
5. Notes Payable | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 5 - NOTES PAYABLE The following is a summary of notes payable as of June 30, 2019 and March 31, 2019: As of As of June 30, 2019 March 31, 2019 Notes payable - current maturity: Emry Capital $14,000, 4% loan with principal and interest due April, 2020. $ 14,000 $ 14,000 Notes payable – in default: Good Hunting $15,000, 7.5% loan with principal and interest due March 31, 2019 (In Default) 15,000 15,000 Notes payable – long term: WLES LP LLC $60,000, 5% loan due January 15, 2022 60,000 60,000 Total $ 89,000 $ 89,000 |
6. Equity
6. Equity | 3 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Equity | NOTE 6 - EQUITY Preferred stock There are 50,000,000 shares authorized as preferred stock, of which 40,000,000 are designated as Series B and 2,000,000 are designated as Series A. 8,000,000 shares have yet to be designated. All 2,000,000 shares of Series A preferred are issued and outstanding. Each share of Series A preferred is convertible into 240 shares of common stock. The Series A Preferred Stock votes with the Common Stock on all matters to be voted on by the common stock on an as-converted basis. On such matters, each holder of Series A Preferred Stock is entitled to 240 votes for each share of Series A Preferred Stock held by such shareholder. Common stock On April 23, 2019 the Company issued 4,000,000 shares of common stock in exchange for services valued at $25,600 or $0.0064 per share. On May 14, 2019 the Company sold 1,562,500 shares of common stock for $10,000 or $0.0064 per share. On May 25, 2019 the Company sold 11,718,750 shares of common stock for $75,000 or $0.0064 per share. On June 1, 2019 the Company issued 67,000,000 shares of common stock in exchange for services valued at $428,800 or $0.0064 per share. On June 1, 2019 the Company issued 6,000,000 shares of common stock in exchange for the acquisition of UCL MMA LLC valued at $38,400 or $0.0064 per share. As part of the Pinnacle Combat LLC acquisition, the Company issued 8,000,000 shares of common stock valued at $51,200 or $0.0064 per share. |
7. Commitments and Contingencie
7. Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 – COMMITMENTS AND CONTINGENCIES During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of June 30, 2019, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements. The Company entered into employment agreements with its Chief Executive Officer and Executive Vice President as of November 24, 2017. Under the terms of these agreements the Company will be liable for severance and other payments under certain conditions. The employment agreement for the Executive Vice President is for a period of 36 months and renews for a successive two years unless written notice is provided by either party under the terms of the agreement. The employment agreement for the Chief Executive Officer can be terminated by the Chief Executive Officer upon three months written notice. Termination of the Chief Executive Officer requires 80% of the votes of all stockholders of the Company. Each of the acquisition agreements contain a Management Services Agreement (“MSA”) whereby the Company agrees to pay a management fee based on certain performance targets. The MSA agreements expire 10 years from the acquisition agreement dates. |
8. Going Concern
8. Going Concern | 3 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 8 – GOING CONCERN The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At June 30, 2019 and March 31, 2019, the Company had $14,857 and $27,579 in cash and $53,199 and $85,372 in negative working capital, respectively. For the three months ended June 30, 2019 and 2018, the Company had a net loss of $491,512 and $34,513, respectively. As a going concern, Management’s plan moving forward is to improve operating results through the live event sports businesses. Management believes these will operate with positive cash flows and facilitate acquisition of additional Sports related businesses. Management plans to finance the growth of the company and cover operating shortfalls by securing convertible loans and selling common stock. |
9. Subsequent Events
9. Subsequent Events | 3 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 - SUBSEQUENT EVENTS Note extension On August 30, 2019, the Company entered into a Note Modification Agreement with WLES LP LLC, where the Holder agreed to extend the maturity date of the $60,000 face value loan from June 30, 2019 to January 15, 2022. In addition to the maturity date extension, the Holder has the option to convert the principal and interest at $.0064 per share. Shares issued for services On July 3, 2019 the Company issued 6,000,000 shares of common stock in exchange for services valued at $38,400 or $0.0064 per share. Subscription Agreement On July 8, 2019, the Company entered into a Subscription Agreement with a holder for the sale of 14,062,500 shares of common stock at $.0064 per share, or $90,000. Shares issued for services On July 15, 2019 the Company issued 30,500,000 shares of common stock in exchange for services valued at $195,200 or $0.0064 per share. Subscription Agreement On August 30, 2019, the Company entered into a Subscription Agreement with a holder for the sale of 15,625,000 shares of common stock at $0.0064 per share, or $100,000. Business acquisition On September 1, 2019, the Company completed an acquisition of 100% of the equity interest in Strike Hard Productions LLC, a fighting promotion business. The purchase price was $20,000 in cash and 9,000,000 shares of Restricted Common Stock (valued at $57,600), 3,000,000 shares issued to be issued to David Elder, 3,000,000 shares to be issued to James Sullivan and 3,000,000 shares to be issued to Matt Leavell, collectively the sellers of the equity interest in the acquisition. The initial accounting for this acquisition is not completed. Subscription Agreement On September 7, 2019, the Company entered into a Subscription Agreement with a holder for the sale of 7,812,500 shares of common stock at $0.0064 per share, or $50,000. Subscription Agreement On September 19, 2019, the Company entered into a Subscription Agreement with a holder for the sale of 11,718,750 shares of common stock at $0.0064 per share, or $75,000. Related party debt On September 27, 2019, the Company and B2 Management Group LLC (“B2MG”) entered into an agreement whereby B2MG agreed to return 7,500,000 shares of the Company’s common stock in exchange for the cancellation of $75,000 owed by B2MG to the Company. Formation of wholly-owned subsidiary On October 1, 2019, the Company formed a wholly-owned subsidiary called B2 Productions LLC. B2 Productions is an entity that supplies all the TV, PPV and media for B2 Fighting Series LIVE Events. Securities purchase agreement On October 4, 2019, the Company entered into a Securities Purchase Agreement with GS Capital Partners, LLC, whereby the Company agreed to issue an $82,000 face value, 8% convertible note. Convertible promissory note On October 31, 2019, the Company issued a face value $208,000 Convertible Promissory Note to GS Capital Partners, LLC. The Note has a maturity date of December 15, 2020 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of eight percent (8%) per annum from the date on which the Note is issued until the same becomes due and payable. The Note contains a $6,000 original issue discount. The outstanding principal amount of the Note is convertible into common stock at the lender’s option at $0.01 per share for the first six months. After the six-month anniversary, the conversion price is 63% of the average of the three lowest trading prices of the Common Stock. |
2. Accounting Policies (Policie
2. Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The accounts are maintained and the consolidated financial statements have been prepared using the accrual basis of accounting in accordance with GAAP. |
Use of Estimates | Use of Estimates Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from these estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains deposits primarily in four financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation ("FDIC"). The Company has not experienced any losses related to amounts in excess of FDIC limits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of accounts payable and accrued liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost. Depreciation is provided on the straight-line method over the assets’ estimated service lives. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are reflected in the accompanying consolidated statement of operations of the respective period. The estimated useful lives range from 3 to 7 years. |
Goodwill | Goodwill Goodwill represents the cost in excess of the fair value of net assets acquired in business combinations. The Company tests goodwill for impairment on an annual basis and when events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is deemed to be impaired if the carrying amount of goodwill exceeds its estimated fair value. |
Revenue Recognition | Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“ FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery. |
Income Taxes | Income Taxes The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated Statements of Operations in the period that includes the enactment date. Through June 30, 2019, the Company has an accumulated deficit. Due to uncertainty of realization for these losses, a full valuation allowance is expected. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. |
Stock based compensation | Stock based compensation The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, “Accounting for Stock Compensation,” which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC. Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of June 30, 2019, there were no options outstanding. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
4. Business Acquisitions (Table
4. Business Acquisitions (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
United Combat League [Member] | |
Business combination purchase allocation | Consideration Cash $ 20,000 6,000,000 shares of common stock issued to the sellers 38,400 Total consideration $ 58,400 Fair value of net identifiable assets (liabilities) acquired – Goodwill resulting from transaction $ 58,400 |
Pinnacle Combat LLC [Member] | |
Business combination purchase allocation | Consideration Cash $ 20,000 8,000,000 shares of common stock issued to the sellers 51,200 Total consideration $ 71,200 Fair values of identifiable net assets: Cages $ 54,000 Event asset (barriers) 6,000 Truck/trailer 3,000 Venture lighting system 25,000 Total identifiable net assets 88,000 Fair value of liabilities assumed: Credit card liability 25,028 Fair value of net identifiable assets (liabilities) acquired 62,972 Goodwill resulting from transaction $ 8,228 |
5. Notes Payable (Tables)
5. Notes Payable (Tables) | 3 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | As of As of June 30, 2019 March 31, 2019 Notes payable - current maturity: Emry Capital $14,000, 4% loan with principal and interest due April, 2020. $ 14,000 $ 14,000 Notes payable – in default: Good Hunting $15,000, 7.5% loan with principal and interest due March 31, 2019 (In Default) 15,000 15,000 Notes payable – long term: WLES LP LLC $60,000, 5% loan due January 15, 2022 60,000 60,000 Total $ 89,000 $ 89,000 |
2. Accounting Policies (Details
2. Accounting Policies (Details Narrative) | 3 Months Ended |
Jun. 30, 2019shares | |
Accounting Policies [Abstract] | |
Property useful life | 3 to 7 years |
Options outstanding | 0 |
3. Related Party (Details Narra
3. Related Party (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Payment of advance | $ 49,785 | $ 0 | |
B2 Management [Member] | |||
Payment of advance | 49,785 | ||
Note receivable - related party | $ 115,201 | $ 65,416 |
4. Business Acquisitions (Detai
4. Business Acquisitions (Details - allocation of purchase) - USD ($) | 1 Months Ended | 3 Months Ended | |||
May 01, 2019 | Jun. 30, 2019 | Jun. 29, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Common stock issued to sellers, value | $ 89,600 | $ 0 | |||
Goodwill | $ 259,672 | $ 193,045 | |||
United Combat League [Member] | |||||
Cash paid for acquisition | $ 20,000 | $ 20,000 | |||
Common stock issued to sellers, value | 38,400 | 51,200 | |||
Total consideration | 58,400 | 71,200 | |||
Goodwill | $ 58,400 | $ 8,228 | |||
Stock issued for acquisition, shares | 6,000,000 | 8,000,000 | |||
Fair value of acquired assets | $ 88,000 | ||||
Fair value of liabilities assumed | $ 25,028 | ||||
Percent acquired | 100.00% | 100.00% | |||
United Combat League [Member] | Cages [Member] | |||||
Fair value of acquired assets | $ 54,000 | ||||
United Combat League [Member] | Event Assets [Member] | |||||
Fair value of acquired assets | 6,000 | ||||
United Combat League [Member] | Truck/Trailer [Member] | |||||
Fair value of acquired assets | 3,000 | ||||
United Combat League [Member] | Venture Lighting System [Member] | |||||
Fair value of acquired assets | $ 25,000 |
5. Notes Payable (Details)
5. Notes Payable (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Notes payable | $ 89,000 | $ 89,000 |
WLES LP LLC [Member] | ||
Notes payable | $ 60,000 | 60,000 |
Debt stated interest rate | 5.00% | |
Debt maturity date | Jan. 15, 2022 | |
Emry Capital [Member] | ||
Notes payable | $ 14,000 | 14,000 |
Debt stated interest rate | 4.00% | |
Debt maturity date | Apr. 30, 2020 | |
Good Hunting [Member] | ||
Notes payable | $ 15,000 | $ 15,000 |
Debt stated interest rate | 7.50% | |
Debt maturity date | Mar. 31, 2019 |
6. Equity (Details Narrative)
6. Equity (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | |||||
May 14, 2019 | May 01, 2019 | Apr. 23, 2019 | Jun. 01, 2019 | May 25, 2019 | Jun. 30, 2019 | Jun. 29, 2019 | Jun. 30, 2018 | |
Stock issued for services, value | $ 454,400 | $ 350 | ||||||
Proceeds from sale of stock | 85,000 | $ 38,670 | ||||||
Stock issued for acquisition, value | $ 89,600 | |||||||
United Combat League [Member] | ||||||||
Stock issued for acquisition, shares | 6,000,000 | 8,000,000 | ||||||
Common Stock [Member] | ||||||||
Stock issued for services, shares | 4,000,000 | 67,000,000 | ||||||
Stock issued for services, value | $ 25,600 | $ 428,800 | ||||||
Stock issued new, shares | 1,562,500 | 11,718,750 | ||||||
Proceeds from sale of stock | $ 10,000 | $ 75,000 | ||||||
Common Stock [Member] | United Combat League [Member] | ||||||||
Stock issued for acquisition, shares | 6,000,000 | |||||||
Stock issued for acquisition, value | $ 38,400 | |||||||
Common Stock [Member] | Pinnacle Combat LLC [Member] | ||||||||
Stock issued for acquisition, shares | 8,000,000 | |||||||
Stock issued for acquisition, value | $ 51,200 |
8. Going Concern (Details Narra
8. Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 14,857 | $ 27,579 | |
Working Capital | (53,199) | $ (85,372) | |
Net income (loss) | $ (491,512) | $ (34,513) |