Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2020 | Feb. 16, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
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 | Yes | |
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 | 783,890,550 | |
Entity shell company | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 74,772 | $ 46,729 |
Inventory | 2,020 | 7,256 |
Deposits and prepaid expenses | 7,537 | 3,120 |
Total current assets | 84,329 | 57,105 |
Operating lease right-of-use asset | 710,326 | 0 |
Property and equipment, net of accumulated depreciation | 592,574 | 351,393 |
Intangible assets, net of accumulated amortization | 233,211 | 196,951 |
Goodwill | 172,254 | 172,254 |
Total Assets | 1,792,694 | 777,703 |
Current liabilities | ||
Accounts payable & accrued liabilities | 201,608 | 131,700 |
Deferred revenue | 82,531 | 13,992 |
Related party advance | 7,950 | 0 |
Note payable- current maturity | 122,800 | 34,162 |
Note payable- in default | 14,000 | 0 |
Payable due for business acquisitions | 0 | 15,000 |
Convertible notes payable, net of discount | 956,877 | 598,150 |
Derivative liabilities | 739,574 | 58,790 |
Due to shareholder | 22,391 | 711 |
Lease liability, current | 160,678 | 0 |
Total current liabilities | 2,308,409 | 852,505 |
Lease liability, long-term | 551,695 | 0 |
Note payable- long-term | 107,993 | 136,565 |
Total Liabilities | 2,968,097 | 989,070 |
Commitments and contingencies (Note 14) | ||
Stockholders' Deficit | ||
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 730,864,213 and 539,267,304 shares issued and outstanding at December 31, 2020 and March 31, 2020, respectively | 7,309 | 5,394 |
Additional paid in capital | 5,376,861 | 3,600,197 |
Accumulated deficit | (6,559,993) | (3,816,978) |
Total Stockholders' Equity | (1,175,403) | (211,367) |
Total Liabilities and Stockholders' Equity | 1,792,694 | 777,703 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock value | 20 | 20 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock value | $ 400 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Mar. 31, 2020 |
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 | 730,864,213 | 539,267,304 |
Common stock shares outstanding | 730,864,213 | 539,267,304 |
Series A Preferred Stock [Member] | ||
Preferred stock shares issued | 240 | 240 |
Preferred stock shares outstanding | 240 | 240 |
Series B Preferred Stock [Member] | ||
Preferred stock shares issued | 40,000,000 | 0 |
Preferred stock shares outstanding | 40,000,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||||
Total revenue | $ 300,549 | $ 169,363 | $ 496,497 | $ 351,274 |
Cost of sales | 102,722 | 126,737 | 151,941 | 262,277 |
Gross profit | 197,827 | 42,626 | 344,556 | 88,997 |
General and administrative corporate expenses | ||||
General & administrative expenses | 1,147,001 | 256,889 | 1,986,918 | 1,116,699 |
Depreciation expense | 52,516 | 10,192 | 119,371 | 20,245 |
Total general and administrative corporate expenses | 1,199,517 | 267,081 | 2,106,289 | 1,136,944 |
Loss from continuing operations | (1,001,690) | (224,455) | (1,761,733) | (1,047,947) |
Other income (expense) | ||||
Gain on forgiveness of loan | 0 | 0 | 10,080 | 0 |
Gain on bargain purchase | 91,870 | 0 | 91,870 | 0 |
Grant income | 0 | 0 | 2,000 | 0 |
Loss on settlement of debt | 0 | 0 | (18,281) | (81,887) |
Loss on forgiveness of notes receivable | 0 | (54,887) | ||
Loss on modification of debt | 0 | 0 | 0 | (50,756) |
Loss on extinguishment of debt | (6,670) | 0 | (70,864) | 0 |
Loss (gain) on fair value of derivative | 194,758 | 17,360 | (592,649) | 17,360 |
Day one derivative loss | (125,408) | 0 | (125,408) | 0 |
Interest expense | (131,016) | (12,572) | (278,030) | (16,251) |
Total other income (expense) | 23,534 | (50,099) | (981,282) | (131,534) |
Net loss | $ (978,156) | $ (274,554) | $ (2,743,015) | $ (1,179,481) |
Basic and diluted earnings per share on net loss | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding | 710,522,374 | 528,339,793 | 619,783,280 | 492,698,294 |
Live events [Member] | ||||
Revenue | ||||
Total revenue | $ 82,524 | $ 169,363 | $ 112,901 | $ 351,274 |
Gym [Member] | ||||
Revenue | ||||
Total revenue | $ 218,025 | $ 0 | $ 383,596 | $ 0 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Mar. 31, 2019 | 377,620,110 | |||||
Beginning balance, value at Mar. 31, 2019 | $ 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 | 475,901,360 | |||||
Ending balance, value at Jun. 30, 2019 | $ 4,759 | 3,252,590 | (2,971,143) | 286,226 | ||
Beginning balance, shares at Mar. 31, 2019 | 377,620,110 | |||||
Beginning balance, value at Mar. 31, 2019 | $ 3,776 | 2,624,573 | (2,479,631) | 148,738 | ||
Ending balance, shares at Dec. 31, 2019 | 527,102,810 | |||||
Ending balance, value at Dec. 31, 2019 | $ 5,272 | 3,650,009 | (3,659,112) | (3,811) | ||
Beginning balance, shares at Jun. 30, 2019 | 475,901,360 | |||||
Beginning balance, value at Jun. 30, 2019 | $ 4,759 | 3,252,590 | (2,971,143) | 286,226 | ||
Sale of common stock, shares | 49,218,750 | |||||
Sale of common stock, value | $ 492 | 314,508 | 315,000 | |||
Issuance of common stock for services, shares | 36,500,000 | |||||
Issuance of common stock for services, value | $ 365 | 233,235 | 233,600 | |||
Issuance of common stock as part of business combination, shares | ||||||
Issuance of common stock as part of business combination, value | $ 90 | 57,510 | 57,600 | |||
Cancellation of outstanding shares in exchange cancellation of notes receivable - related party, shares | (7,500,000) | |||||
Cancellation of outstanding shares in exchange cancellation of notes receivable - related party, value | $ (75) | (47,925) | (48,000) | |||
Loss from modification of debt | 50,756 | 50,756 | ||||
Net loss | (413,415) | (413,415) | ||||
Ending balance, shares at Sep. 30, 2019 | 563,120,110 | |||||
Ending balance, value at Sep. 30, 2019 | $ 5,631 | 3,860,674 | (3,384,558) | 481,767 | ||
Cancellation of outstanding shares in exchange cancellation of notes receivable - related party, shares | (21,954,800) | |||||
Cancellation of outstanding shares in exchange cancellation of notes receivable - related party, value | $ (219) | (109,554) | (109,773) | |||
Repurchase of outstanding shares, shares | (14,062,500) | |||||
Repurchase of outstanding shares, value | $ (140) | (101,111) | (101,251) | |||
Net loss | (274,554) | (274,554) | ||||
Ending balance, shares at Dec. 31, 2019 | 527,102,810 | |||||
Ending balance, value at Dec. 31, 2019 | $ 5,272 | 3,650,009 | (3,659,112) | (3,811) | ||
Beginning balance, shares at Mar. 31, 2020 | 2,000,000 | 539,267,304 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 20 | $ 5,394 | 3,600,197 | (3,816,978) | (211,367) | |
Issuance of common stock for services, shares | 4,000,000 | |||||
Issuance of common stock for services, value | $ 40 | 14,360 | 14,400 | |||
Conversion of notes payable, shares | 16,292,915 | |||||
Conversion of notes payable, value | $ 163 | 55,459 | 55,622 | |||
Net loss | (495,506) | (495,506) | ||||
Ending balance, shares at Jun. 30, 2020 | 2,000,000 | 559,560,219 | ||||
Ending balance, value at Jun. 30, 2020 | $ 20 | $ 5,597 | 3,670,016 | (4,312,484) | (636,851) | |
Beginning balance, shares at Mar. 31, 2020 | 2,000,000 | 539,267,304 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 20 | $ 5,394 | 3,600,197 | (3,816,978) | (211,367) | |
Ending balance, shares at Dec. 31, 2020 | 2,000,000 | 40,000,000 | 730,864,213 | |||
Ending balance, value at Dec. 31, 2020 | $ 20 | $ 400 | $ 7,309 | 5,376,861 | (6,559,993) | (1,175,403) |
Beginning balance, shares at Jun. 30, 2020 | 2,000,000 | 559,560,219 | ||||
Beginning balance, value at Jun. 30, 2020 | $ 20 | $ 5,597 | 3,670,016 | (4,312,484) | (636,851) | |
Sale of common stock, shares | 62,000,002 | |||||
Sale of common stock, value | $ 620 | 464,380 | 465,000 | |||
Issuance of common stock for services, shares | 11,733,333 | |||||
Issuance of common stock for services, value | $ 117 | 74,816 | 74,933 | |||
Conversion of notes payable, shares | 25,663,705 | |||||
Conversion of notes payable, value | $ 256 | 434,579 | 434,835 | |||
Net loss | (1,269,353) | (1,269,353) | ||||
Ending balance, shares at Sep. 30, 2020 | 2,000,000 | 658,957,259 | ||||
Ending balance, value at Sep. 30, 2020 | $ 20 | $ 6,590 | 4,643,791 | (5,581,837) | (931,436) | |
Stock issued for compensation, shares | 40,000,000 | |||||
Stock issued for compensation, value | $ 400 | 319,600 | 320,000 | |||
Equity offering costs | (566,261) | (566,261) | ||||
Warrants issued for offering costs | 566,261 | 566,261 | ||||
Conversion of notes payable, shares | 71,906,954 | |||||
Conversion of notes payable, value | $ 719 | 413,470 | 414,189 | |||
Net loss | (978,156) | (978,156) | ||||
Ending balance, shares at Dec. 31, 2020 | 2,000,000 | 40,000,000 | 730,864,213 | |||
Ending balance, value at Dec. 31, 2020 | $ 20 | $ 400 | $ 7,309 | $ 5,376,861 | $ (6,559,993) | $ (1,175,403) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (2,743,015) | $ (1,179,481) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock compensation | 409,333 | 688,000 |
Depreciation and amortization | 119,371 | 20,245 |
Loss on settlement of debt | 18,281 | 81,887 |
Loss on extinguishment of debt | 70,864 | 50,756 |
Gain on settlement of debt | (10,080) | 0 |
Gain on bargain purchase | (91,870) | 0 |
Rent accretion of right-of-use asset | 2,047 | 0 |
Amortization of debt discount | 212,103 | 6,771 |
Day one derivative loss | 125,408 | 0 |
Change in fair value of compound embedded derivative | 592,649 | (17,360) |
Changes in operating assets & liabilities | ||
Prepaid expenses | (4,417) | 5,758 |
Inventory | 5,236 | 0 |
Accounts payable and accrued liabilities | 90,154 | (13,823) |
Related party advances | 29,630 | 0 |
Deferred revenue | 68,539 | 9,879 |
Net cash used by operating activities | (1,105,767) | (347,368) |
Cash Flows from Investing Activities | ||
Business acquisitions | (114,110) | (55,000) |
Payments to related parties | 0 | (174,244) |
Capital expenditures | (178,028) | (78,612) |
Net cash used by investing activities | (292,138) | (307,856) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable | 122,766 | 14,912 |
Proceeds from convertible notes payable | 865,000 | 397,000 |
Repayments related to payable due for business combinations | (15,000) | 0 |
Payment to note payable | (11,818) | (8,000) |
Purchase of cancelled stock | 0 | (101,250) |
Issuance of common stock | 465,000 | 400,000 |
Net cash provided by financing activities | 1,425,948 | 702,662 |
Increase in Cash | 28,043 | 47,438 |
Cash at beginning of period | 46,729 | 27,579 |
Cash (and equivalents) at end of period | 74,772 | 75,017 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Conversion of note payable to equity | 303,212 | 0 |
23,000,000 shares of common stock issued for business combination | 0 | 147,200 |
29,454,800 shares returned in exchange for forgiveness of loan receivable | $ 0 | $ 644,441 |
1. Organization and Nature of B
1. Organization and Nature of Business | 9 Months Ended |
Dec. 31, 2020 | |
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 eight wholly-owned subsidiaries. Hardrock Promotions LLC which owns Hardrock MMA in Kentucky, Colosseum Combat LLC which owns Colosseum Combat MMA in Indiana, United Combat League MMA LLC, Pinnacle Combat LLC, Strike Hard Productions, LLC, ONE More Gym, CFit Indiana Inc., and B2 Productions LLC. The consolidated financial statements, which include the accounts of the Company and its eight wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its eight 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 | 9 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Accounting Policies | NOTE 2 - ACCOUNTING POLICIES The significant accounting policies of the Company are as follows: Basis of Accounting The interim consolidated financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements; interim disclosures generally do not repeat those in the annual statements. The interim unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. 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. The most significant assumptions and estimates relate to the valuation of derivative liabilities and the valuation of assets and liabilities acquired through business combinations. Actual results could differ from these estimates and assumptions. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains deposits primarily in four financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation ("FDIC"). The Company has not experienced any losses related to amounts in excess of FDIC limits or $250,000. The Company did not have any cash in excess of FDIC limits at December 31, 2020 and March 31, 2020, respectively. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of accounts payable and accrued liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The three levels of valuation hierarchy are defined as follows: Level 1 Level 2 Level 3 The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, Distinguishing Liabilities from Equity 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. As of December 31, 2020, there were no charges to goodwill impairment. Other income During the nine months ended December 31, 2020, the Company received $2,000 in grant income due to COVID-19 relief. The Company has recorded this grant income under other income in the Statement of Operations. 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. The majority of revenues are received from ticket and beverage sales before and during the live events. Sponsorship revenue is also recognized when the live event takes place. Any revenue received for events that have yet to take place are recorded in deferred revenue. 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 December 31, 2020, the Company has an expected loss. Due to uncertainty of realization for these losses, a full valuation allowance is recorded. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the nine months ended December 31, 2020 and 2019. Inventory Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of December 31, 2020 and March 31, 2020, the Company had outstanding balances of finished goods inventory of $2,020 and $7,256, respectively. Earnings Per Share (EPS) The Company utilize FASB ASC 260, Earnings per Share The following table sets for the computation of basic and diluted earnings per share the nine months ended December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Basic and diluted Net loss $ (2,743,015 ) $ (1,179,481 ) Net loss per share Basic $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares outstanding: Basic & diluted 619,783,280 492,698,294 Stock Based Compensation The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Accounting for Stock Compensation Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of December 31, 2020, there were no options outstanding. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) During the nine months ended December 31, 2020 and 2019, the Company recorded $409,333 and $688,000 in stock-compensation expense, respectively. Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the statements of operations. As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) 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. Going Concern
3. Going Concern | 9 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis. For the nine months ended December 31, 2020, the Company had a net loss of $2,743,015, had net cash used in operating activities of $1,105,767, had negative working capital of $2,224,080, accumulated deficit of $6,559,993 and stockholders’ deficit of $1,175,403. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
4. Revenue
4. Revenue | 9 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 4 – REVENUE The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Live event revenue primarily includes ticket and beverage sales before and during the live events. Sponsorship revenue is also recognized when the live event takes place. Any revenue received for events that have yet to take place are recorded in deferred revenue. Gym revenue comprises primarily of membership dues and subscription. Other gym revenue includes personal training, group fitness and meal planning. Information about the Company’s net sales by revenue type for the nine months ended December 31, 2020 and 2019 are as follows: For the nine months ended December 31, December 31, 2020 (Unaudited) 2019 (Unaudited) Live events $ 112,901 $ 351,274 Gym revenue 383,596 – Net sales $ 496,497 $ 351,274 For the three months ended December 31, December 31, 2020 (Unaudited) 2019 (Unaudited) Live events $ 82,524 $ 169,363 Gym revenue 218,025 – Net sales $ 300,549 $ 169,363 |
5. Property and Equipment
5. Property and Equipment | 9 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following at December 31, 2020 and March 31, 2020: As of As of December 31, March 31, Gym equipment $ 304,351 $ 163,147 Cages 124,025 124,025 Event assets 79,531 61,319 Furniture and fixtures 4,419 – Production truck gear 11,740 – Production equipment 30,697 30,697 Venue lighting system 14,250 – Leasehold improvements 15,200 – Electronics hardware and software 55,587 11,845 Trucks trailers and vehicles 73,649 11,210 713,449 402,243 Less: accumulated depreciation (120,875 ) (50,850 ) $ 592,574 $ 351,393 Depreciation expense related to these assets for the nine months ended December 31, 2020 and 2019 amounted to $70,025 and $20,245, respectively. |
6. Intangible Assets
6. Intangible Assets | 9 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6 – INTANGIBLE ASSETS Intangible assets, net, consisted of the following at December 31, 2020 and March 31, 2020: As of As of December 31, March 31, Licenses $ 142,248 $ 142,248 Software/website development 12,585 – Customer relationships 156,020 83,000 310,853 225,248 Less: accumulated amortization (77,642 ) (28,297 ) $ 233,211 $ 196,951 Licenses are amortized over five years, whereas customer relationships and software/website development are amortized over three years. Amortization expense related to these assets for the nine months ended December 31, 2020 and 2019 amounted to $49,346 and $0, respectively. Estimated amortization expense for each of the next five years: Fiscal year ended March 31, 2021 $ 21,164 Fiscal year ended March 31, 2022 84,651 Fiscal year ended March 31, 2023 77,735 Fiscal year ended March 31, 2024 42,592 Fiscal year ended March 31, 2025 7,069 Total $ 233,211 |
7. Business Acquisitions
7. Business Acquisitions | 9 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Acquisitions | NOTE 7 – BUSINESS ACQUISITIONS CFit Indiana Inc. On October 6, 2020, the Company completed an acquisition of 100% of the equity interest in CFit Indiana, Inc., doing business as Charter Fitness, a gym. Charter Fitness has two locations: one is Merrillville, Indiana and the other in Valparaiso, Indiana. The purchase price was $115,000 in cash. The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The fair value of the net identifiable assets consisted of gym equipment of $133,850. The Company assigned a fair value of $73,020 in intangible assets – customer relationships. The intangible assets – customer relationships are being amortized over their estimated life, currently expected to be three years. The Company recorded a gain on bargain purchase of $91,870. |
8. Notes Payable
8. Notes Payable | 9 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 - NOTES PAYABLE The following is a summary of notes payable as of December 31, 2020 and March 31, 2020: As of As of December 31, March 31, 2020 2020 Notes payable - current maturity: Emry Capital $14,000, 4% loan with principal and interest due April, 2020 $ – $ 14,000 Note Payable PPP SBA Loan 15,600 – SBA EIDL Loan 10,000 – SBA Loan Payable B2Digital 97,200 – Notes payable – in default: Emry Capital $14,000, 4% loan with principal and interest due April, 2020 14,000 – Notes payable – long term: WLES LP LLC $60,000, 5% loan due January 15, 2022 30,000 60,000 Brian Cox 401K 15,199 21,970 SBA Loan (One More Gym, LLC) 62,794 74,757 Total notes payable 244,793 170,727 Less: long-term (107,993 ) (136,454 ) Total $ 136,800 $ 34,162 On May 8, 2020, WLES LP LLC converted $30,000 of its $60,000 notes payable into 12,000,000 shares of common stock. As a result, the Company recorded a loss on settlement of debt in the amount of $18,281. During the nine months ended December 31, 2020, the Company repaid $6,771 on its loan payable to Brian Cox 401K. During the nine months ended December 31, 2020, the Company repaid $5,047 on its SBA Loan (One More Gym, LLC). The Government paid another $6,916 as part of COVID relief. During the nine months ended December 31, 2020, the bank forgave $6,949 in principal and $3,132 in accrued interest on its SBA Loan (One More Gym, LLC). As a result, the Company recorded $10,080 in gain on forgiveness of loan. As of December 31, 2020, the Emry Capital note is in default. However, the note is not subject to any default provisions. |
9. Convertible Note Payable
9. Convertible Note Payable | 9 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | NOTE 9 – CONVERTIBLE NOTE PAYABLE The following is a summary of convertible notes payable as of December 31, 2020: Note* Inception Date Maturity Coupon Face Value Unamortized Discount Carrying Value Note 3 12/5/2019 12/5/2020 8% $ 62,000 $ – $ 62,000 Note 4 12/31/2019 12/31/2020 8% 62,000 – 62,000 Note 5 1/27/2020 1/27/2021 8% 184,000 2,840 181,160 Note 6 2/19/2020 2/19/2021 8% 78,000 3,151 74,849 Note 7 3/10/2020 3/10/2021 8% 78,000 3,894 74,106 Note 8 8/4/2020 8/4/2021 8% 156,000 34,266 121,734 Note 9 10/2/2020 10/2/2021 8% 205,000 93,004 111,996 Note 10 10/15/2020 10/15/2021 8% 172,000 61,621 110,379 Note 11 11/2/2020 11/2/2021 8% 69,000 28,264 40,736 Note 12 11/12/2020 11/12/2021 8% 69,000 18,953 50,047 Note 13 12/1/2020 12/1/2021 8% 107,500 94,476 13,024 Note 14 12/10/2020 12/10/2021 8% 80,000 31,896 48,104 Note 15 12/29/2020 12/29/2021 8% 55,650 48,908 6,742 $ 1,378,150 $ 421,273 $ 956,877 * Note 1 and Note 2 in the amounts of $82,000 and $208,000 were fully converted as of December 31, 2020. Between October 4, 2019 and December 29, 2020, the Company issued to GS Capital Partners, LLC, an accredited investor (“GS Capital”), Convertible Promissory Notes aggregating a principal amount of $1,668,150. The Company received an aggregate net proceeds of $1,590,500 after $70,650 in original note discount. The Company has agreed to pay interest on the unpaid principal balance at the rate of eight percent (8%) per annum from the date on which Notes are issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Notes, provided it makes a payment to GS Capital as set forth in the agreements. The outstanding principal amount of the Notes is convertible into the Company’s common stock at the lender’s option at $0.01 per share for the first six months of the term of the Notes. After the six-month anniversary, the conversion price is equal to 63% of the average of the three lowest trading prices of the Company’s common stock. Accounting Considerations The Company has accounted for the Notes as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the agreement under ASC 815 Derivatives and Hedging Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows: Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Note 8 Compound embedded derivative $ 26,395 $ 68,030 $ 15,893 $ 10,812 $ 25,834 $ 14,095 $ 17,636 $ 42,463 Convertible notes payable 48,605 133,970 44,107 49,188 152,666 60,905 57,364 107,537 Original issue discount 7,000 6,000 2,000 2,000 5,500 3,000 3,000 6,000 Face value $ 82,000 $ 208,000 $ 62,000 $ 62,000 $ 184,000 $ 78,000 $ 78,000 $ 156,000 Note 9 Note 10 Note 11 Note 12 Note 13 Note 14 Note 15 Compound embedded derivative $ 103,445 $ 63,992 $ 28,339 $ 18,066 $ 209,545 $ 29,070 $ 65,863 Convertible notes payable 91,555 101,008 36,661 46,934 – 45,930 – Day one derivative loss – – – – (109,545 ) – (15,863 ) Legal fees – – – – 3,500 – 3,500 Original issue discount 10,000 7,000 4,000 4,000 4,000 5,000 2,150 Face value $ 205,000 $ 172,000 $ 69,000 $ 69,000 $ 107,500 $ 80,000 $ 55,650 The net proceeds were allocated to the compound embedded derivative and original issue discount. The notes will be amortized up to its face value over the life of Notes based on an effective interest rate. Amortization expense and interest expense for the nine months ended December 31, 2020 is as follows: Note Interest Expense Accrued Interest Amortization of Debt Discount Unamortized Note 1 $ 2,696 $ – $ 28,186 $ – Note 2 8,342 53,298 – Note 3 3,737 5,327 13,021 – Note 4 3,737 4,974 9,180 – Note 5 11,090 13,671 23,669 2,840 Note 6 4,701 5,402 12,675 3,151 Note 7 4,701 5,060 15,254 3,894 Note 8 5,095 5,095 14,197 34,266 Note 9 4,044 4,044 20,440 93,004 Note 10 2,903 2,903 9,370 61,621 Note 11 892 892 4,075 28,264 Note 12 741 741 3,113 18,953 Note 13 707 707 2,274 94,476 Note 14 368 368 2,174 31,896 Note 15 366 366 1,177 48,908 $ 54,120 $ 49,550 $ 212,103 $ 421,273 On April 23, 2020, GS Capital converted $7,000 in principal and $341 in accrued interest of the October 4, 2019 $84,000 face value note into 4,292,915 shares of common stock. On July 31, 2020, GS Capital converted $7,500 in principal and $488 in accrued interest of the October 4, 2019 $84,000 face value note into 5,071,885 shares of common stock. On August 20, 2020, GS Capital converted $12,500 in principal and $871 in accrued interest of the October 4, 2019 $84,000 face value note into 8,468,394 shares of common stock. On September 9, 2020, GS Capital converted $55,000 in principal and $4,075 in accrued interest of the October 4, 2019 $84,000 face value note into 12,123,426 shares of common stock. On September 9, 2020, GS Capital converted $55,000 in principal and $4,075 in accrued interest of the October 4, 2019 $84,000 face value note into 12,123,426 shares of common stock. On October 1, 2020, GS Capital converted $108,000 in principal and $7,196 in accrued interest of the October 31, 2019 $208,000 face value note into 33,934,758 shares of common stock. On October 15, 2020, GS Capital converted $45,000 in principal and $3,136 in accrued interest of the October 31, 2019 $208,000 face value note into 14,521,245 shares of common stock. On November 25, 2020, GS Capital converted $35,000 in principal and $2,754 in accrued interest of the October 31, 2019 $208,000 face value note into 15,120,623 shares of common stock. On December 22, 2020, GS Capital converted $20,000 in principal and $1,692 in accrued interest of the October 31, 2019 $208,000 face value note into 8,330,328 shares of common stock. As a result of the August, September, October, November and December conversions, the Company recorded $70,864 as loss on extinguishment of debt. As of December 31, 2020, Note 3 and Note 4 are considered in default. Upon an event of default, the interest accrues at 18%. Additionally, upon non-payment at maturity, the principal increases by 10%. The Company is in the process of obtaining a waiver for these defaults and as such has not recorded the additional interest or principal. The Company has not yet received any written notification from the note holder on the default in accordance with the agreement. |
10. Derivative Financial Instru
10. Derivative Financial Instruments | 9 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | NOTE 10 –DERIVATIVE FINANCIAL INSTRUMENTS The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of December 31, 2020: December 31, 2020 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 311,625,168 $ (739,574 ) Total 311,625,168 $ (739,574 ) The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2020: March 31, 2020 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 77,027,083 $ (58,790 ) Total 77,027,083 $ (58,790 ) The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the nine months ended December 31, 2020 and 2019: December 31, December 31, 2020 2019 Compound embedded derivatives $ (592,997 ) $ 17,360 Day one derivative loss (125,408 ) – Total $ (718,405 ) $ 17,360 The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended December 31, 2020 and 2019: December 31, December 31, 2020 2019 Compound embedded derivatives $ 194,410 $ 17,360 Day one derivative loss (125,408 ) – Total $ 69,002 $ 17,360 The Company’s Convertible Promissory Notes issued between October 4, 2019 and December 29, 2020 gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option. Current accounting principles that are provided in ASC 815 - Derivatives and Hedging Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the embedded derivatives that have been bifurcated from the Convertible Notes and classified in liabilities: December 31, 2020 Quoted market price on valuation date $0.0047 Contractual conversion rate $0.002 - $0.01 Contractual term to maturity 0.07 Years – 0.99 Years Market volatility: Equivalent Volatility 114.91% - 266.31% Interest rate 8.0% The following table reflects the issuances of compound embedded derivatives and the changes in fair value inputs and assumptions related to the compound embedded derivatives during the period ended December 31, 2020 and March 31, 2020. December 31, March 31, 2020 2020 Beginning balance $ 58,790 $ – Issuances: Compound embedded derivatives 435,723 178,692 Conversions (472,996 ) – Day-one derivative loss 125,408 – Loss (gain) on changes in fair value inputs and assumptions reflected in income 592,649 (119,902 ) Total $ 739,574 $ 58,790 |
11. Equity
11. Equity | 9 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Equity | NOTE 11 - EQUITY Preferred Stock There are 50,000,000 shares authorized as preferred stock, of which 40,000,000 are designated as Series B and 2,000,000 are designated as Series A. 8,000,000 shares have yet to be designated. All 2,000,000 shares of Series A preferred are issued and outstanding. Each share of Series A preferred is convertible into 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. On November 23, 2020, as part of an Employment Agreement, the Company’s Chief Executive Officer received 40,000,000 shares of Series B Convertible Preferred Stock. Each share of Series B Preferred is convertible into two shares of common stock. As such the fair value, $320,000, was based on the value of 80,000,000 common shares on the date of agreement, $0.004 per share. The shares are considered immediately vested as of November 23, 2020. Common Stock Common Stock Issuances for the nine months ended December 31, 2019 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 $39,000 or $0.0065 per share. 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. 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 $0.0064 per share, or $90,000. 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. On July 15, 2019 the Company issued 8,000,000 shares of common stock in exchange for the acquisition of Pinnacle Combat LLC valued at $51,200 or $0.0064 per share. On August 30, 2019 the Company sold 15,625,000 shares of common stock for $100,000 or $0.0064 per share. On September 7, 2019 the Company sold 7,812,500 shares of common stock for $50,000 or $0.0064 per share. On September 19, 2019 the Company sold 11,718,750 shares of common stock for $75,000 or $0.0064 per share. On September 27, 2019, the Company canceled 7,500,000 in exchange for the cancellation of $75,000 in Notes Receivable. As part of the Strike Hard Productions LLC acquisition, the Company issued 9,000,000 shares of common stock valued at $57,600 or $0.0064 per share. On December 3, 2019, the Company purchased 14,062,500 shares of stock back from GS Capital in exchange for the payment of $101,250 in cash. On December 22, 2019, B2MG returned 21,954,800 shares of the Company’s common stock, valued at $109,773 in exchange for the cancellation of $164,441 owed by B2MG to the Company. Common Stock Issuances for the nine months ended December 31, 2020 On April 23, 2020, the Company issued 4,292,915 shares of stock to GS Capital in exchange for the conversion of $7,341 in convertible note principal. On May 8, 2020, the Company issued 12,000,000 shares of stock to WLES LP LLC in exchange for the conversion of $30,000 in convertible note principal. The 12,000,000 shares were valued at $48,281 resulting in a loss on settlement of debt in the amount of $18,281. On June 16, 2020, the Company issued 4,000,000 shares of common stock to Veyo Partners LLC in exchange for investor relation services valued at $14,400 or $0.0036 per share. On July 10, 2020, the Company issued 4,000,000 shares of common stock to Veyo Partners LLC in exchange for investor relation services valued at $14,000 or $0.0035 per share. On July 31, 2020, GS Capital converted $7,500 in principal and $488 in accrued interest of the October 4, 2019 $84,000 face value note into 5,071,885 shares of common stock. The 5,071,885 shares were valued at $16,558. The Company recorded the removal of the $7,500 in principal, $488 in interest, and $8,570 in derivative liabilities resulting in no gain or loss. On August 10, 2020, the Company issued 4,000,000 shares of common stock to Veyo Partners LLC in exchange for investor relation services valued at $34,800 or $0.0087 per share. On August 13, 2020, the Company sold 13,333,334 shares of common stock for $100,000 or $0.0075 per share. On August 19, 2020, the Company sold 13,333,334 shares of common stock for $100,000 or $0.0075 per share. On August 20, 2020, GS Capital converted $12,500 in principal and $871 in accrued interest of the October 4, 2019 $84,000 face value note into 8,468,394 shares of common stock. The 8,468,394 shares were valued at $155,914. After recording the removal of the $12,500 in principal, $871 in interest, and $138,647 in derivative liabilities, the Company recorded $3,896 as loss on extinguishment of debt. On September 1, 2020, the Company sold 13,333,334 shares of common stock for $100,000 or $0.0075 per share. On September 9, 2020, GS Capital converted $55,000 in principal and $4,075 in accrued interest of the October 4, 2019 $84,000 face value note into 12,123,426 shares of common stock. The 12,123,426 shares were valued at $262,363. After recording the removal of the $55,000 in principal, $4,075 in interest, and $142,990 in derivative liabilities, the Company recorded $60,298 as loss on extinguishment of debt. On September 14, 2020, the Company sold 22,000,000 shares of common stock for $165,000 or $0.0075 per share. On September 30, 2020, the Company issued 3,733,333 shares of common stock for services valued at $26,133 or $0.0070 per share. On October 2, 2020, GS Capital converted $108,000 in principal, $7,196 in accrued interest, and $750 in conversion fees of the October 31, 2019 $208,000 face value note into 33,934,758 shares of common stock. The 33,934,758 shares were valued at $239,298. After recording the removal of the $108,000 in principal, $7,196 in interest, $750 in conversion fees and $80,674 in derivative liabilities, the Company recorded $42,678 as loss on extinguishment of debt. On October 21, 2020, GS Capital converted $45,000 in principal, $3,136 in accrued interest, and $350 in conversion fees of the October 31, 2019 $208,000 face value note into 14,521,245 shares of common stock. The 14,521,245 shares were valued at $98,279. After recording the removal of the $45,000 in principal, $3,136 in interest, $350 in conversion fees and $39,128 in derivative liabilities, the Company recorded $10,665 as loss on extinguishment of debt. On November 25, 2020, GS Capital converted $35,000 in principal, $2,754 in accrued interest, and $350 in conversion fees of the October 31, 2019 $208,000 face value note into 15,120,623 shares of common stock. The 15,120,623 shares were valued at $84,823. After recording the removal of the $35,000 in principal, $2,754 in interest, $350 in conversion fees and $44,183 in derivative liabilities, the Company recorded $2,536 as loss on extinguishment of debt. On December 22, 2020, GS Capital converted $20,000 in principal, $1,692 in accrued interest, and $350 in conversion fees of the October 31, 2019 $208,000 face value note into 8,330,328 shares of common stock. The 8,330,328 shares were valued at $44,185. After recording the removal of the $20,000 in principal, $1,692 in interest, $350 in conversion fees and $19,806 in derivative liabilities, the Company recorded $2,337 as loss on extinguishment of debt. Warrants On December 23, 2020, the Company entered into a Common Stock Purchase Agreement (the “ CSPA Triton In connection with the CSPA, the Company also issued to Triton warrants to purchase 125,000,000 of the Company’s Common Stock at $0.02 per share (the “ Warrants Warrant Shares |
12. Leases
12. Leases | 9 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | NOTE 12 –LEASES On October 1, 2020, the Company, under its subsidiary ONE More Gym LLC, entered into a facilities lease (“Kokomo Lease”) for 25,000 square feet in Kokomo, Indiana. The initial lease term is for five years and the lease commencement date is October 1, 2020. The monthly lease payments are $7,291.66 in year 1, $7,656.25 in year 2, $8,039.06 in year 3, and $8,441.02 in years 4 and 5. The Company leases 11,676 square feet of office space located at 1805 E. Lincolnway, Valparaiso, Indiana 46383. The Company assumed the lease (“Valparaiso Lease”) when it acquired CFit Indiana Inc. on October 6, 2020. The monthly lease payments are $11,189.50 and the lease expires on December 31, 2023. Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of our leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. Since the common area maintenance expenses are expenses that do not depend on an index or rate, they are excluded from the measurement of the lease liability and recognized in other general and administrative expenses on the statements of operations. Right-of-use asset is summarized below: December 31, 2020 Kokomo Lease Valparaiso Lease Total Office lease $ 375,483 $ 374,360 $ 749,843 Less: accumulated amortization (14,823 ) (24,694 ) (39,517 ) Right-of-use asset, net $ 360,660 $ 349,666 $ 710,326 Operating lease liability is summarized below: December 31, 2020 Kokomo Lease Valparaiso Lease Total Office lease $ 362,707 $ 349,666 $ 712,373 Less: current portion (55,519 ) (105,159 ) (160,678 ) Long term portion $ 307,188 $ 244,507 $ 551,695 Maturity of the lease liability is as follows: December 31, 2020 Kokomo Lease Valparaiso Lease Total Fiscal year ending March 31, 2021 $ 21,875 $ 33,569 $ 55,443 Fiscal year ending March 31, 2022 89,687 134,274 223,961 Fiscal year ending March 31, 2023 94,172 134,274 228,446 Fiscal year ending March 31, 2024 98,880 100,706 199,586 Fiscal year ending March 31, 2025 101,292 0 101,292 Fiscal year ending March 31, 2026 50,646 0 50,646 Present value discount (93,846 ) (53,156 ) (147,002 ) Lease liability $ 362,707 $ 349,666 $ 712,373 In connection with the acquisition of CFit Indiana Inc. on October 6, 2020, the Company acquired a facilities lease for 15,000 square feet at 6055N. Broadway Ave., Merrillville, Indiana. As of December 31, 2020, the Company is in the process of renegotiating this lease. In connection with the acquisition of the One More Gym, LLC, the Company assumed a building lease and two equipment leases. The lease terms are under 12 months. Under Topic 842, a short-term lease is a lease that, at the commencement date, has a ‘lease term’ of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Although short-term leases are in the scope of Topic 842, a simplified form of accounting is permitted. A lessee can elect, by class of underlying asset, not to apply the recognition requirements of Topic 842 and instead to recognize the lease payments as lease cost on a straight-line basis over the lease term. The Company has elected the short-term method to account for these leases. |
13. Commitments and Contingenci
13. Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 13 – COMMITMENTS AND CONTINGENCIES During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2020, 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 23, 2020. 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. On November 23, 2020, as part of an Employment Agreement, the Company’s Chief Executive Officer received 40,000,000 shares of Series B Convertible Preferred Stock. Each share of Series B Preferred is convertible into two shares of common stock. As such the fair value, $320,000, was based on the value of 80,000,000 common shares on the date of agreement, $0.004 per share. The shares are considered immediately vested as of November 23, 2020. 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. |
14. Subsequent Events
14. Subsequent Events | 9 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 - SUBSEQUENT EVENTS Convertible Promissory Notes On January 14, 2021, the Company entered into a Securities Purchase Agreement with GS Capital pursuant to which the Company issued to GS Capital a Convertible Promissory Note in the aggregate principal amount of $107,000. The Company received net proceeds of $100,000 after a $7,000 original note discount. The note has a maturity date of January 14, 2022 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, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the note, provided it makes a payment to GS Capital as set forth in the note. The outstanding principal amount of the note is convertible into the Company’s common stock at the lender’s option at $0.01 per share for the first six months of the term of the note. After the six-month anniversary, the conversion price is equal to 63% of the average of the three lowest trading prices of the Company’s common stock. The initial accounting for this note is not completed. On January 27, 2021, the Company entered into a Securities Purchase Agreement with GS Capital pursuant to which the Company issued to GS Capital a Convertible Promissory Note in the aggregate principal amount of $60,000. The Company received net proceeds of $55,000 after a $5,000 original note discount. The note has a maturity date of February 2, 2022 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, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the note, provided it makes a payment to GS as set forth in the note. The outstanding principal amount of the note is convertible into the Company’s common stock at the lender’s option 63% of the market price of the Company’s common stock. The initial accounting for this note is not completed. On February 10, 2021, the Company entered into a Securities Purchase Agreement with AES Management, LLC pursuant to which the Company issued to AES Capital a Convertible Promissory Note in the aggregate principal amount of $69,000. The Company received net proceeds of $65,000 after a $4,000 original note discount. The note has a maturity date of February 10, 2022 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, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the note, provided it makes a payment to AES as set forth in the note. The outstanding principal amount of the note is convertible into the Company’s common stock at the lender’s option at $0.01 per share for the first six months of the term of the note. After the six-month anniversary, the conversion price is equal to 63% of the average of the three lowest trading prices of the Company’s common stock. The initial accounting for this note is not completed. On February 2, 2021, the Company entered into a Securities Purchase Agreement with Geneva Roth Remark Holdings, Inc. pursuant to which the Company issued to Geneva Roth Remark Holdings, Inc. a Convertible Promissory Note in the aggregate principal amount of $45,250. The Company received net proceeds of $40,000 after a $1,750 original note discount, $3,000 in legal fees and $500 in due diligence fees. The note has a maturity date of January 27, 2022 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, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the note, provided it makes a payment to Geneva Capital as set forth in the note. The outstanding principal amount of the note is convertible into the Company’s common stock at the lender’s option at $0.01 per share for the first six months of the term of the note. After the six-month anniversary, the conversion price is equal to 63% of the average of the three lowest trading prices of the Company’s common stock. The initial accounting for this note is not completed. Common Stock Issuances On January 19, 2021, the Company issued 15,087,285 shares of common stock in conversion of $35,000 in principal and $3,145 of accrued interest. On February 5, 2021, the Company issued 11,659,246 shares of common stock in conversion of $27,000 in principal and $2,521 of accrued interest. On February 10, 2021, the Company issued 26,279,806 shares of common stock in conversion of $62,000 in principal and $5,531 of accrued interest. Business Acquisition On December 1, 2020, the Company entered into an agreement for the acquisition of 100% of the equity interest in Hillcrest Fitness LLC. The purchase price is $100,000. As of December 31, 2020, the closing was not completed. Subscription Agreements On February 9, 2021, the Company entered into a Subscription Agreement with Macita Financial, LLC for the sale of 25,000,000 shares of common stock for $100,000, or $0.004 per share. As of the date of this filing, the shares have not been issued. On February 9, 2021, the Company entered into a Subscription Agreement with Tiger Management, LLC for the sale of 25,000,000 shares of common stock for $100,000, or $0.004 per share. As of the date of this filing, the shares have not been issued. On February 10, 2021, the Company entered into a Subscription Agreement with AES Capital Management, LLC for the sale of 8,750,000 shares of common stock for $35,000, or $0.004 per share. As of the date of this filing, the shares have not been issued. On February 12, 2021, the Company entered into a Subscription Agreement with GS Capital Partners, LLC for the sale of 37,500,000 shares of common stock for $150,000, or $0.004 per share. As of the date of this filing, the shares have not been issued. |
2. Accounting Policies (Policie
2. Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The interim consolidated financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements; interim disclosures generally do not repeat those in the annual statements. The interim unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year. |
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. The most significant assumptions and estimates relate to the valuation of derivative liabilities and the valuation of assets and liabilities acquired through business combinations. Actual results could differ from these estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains deposits primarily in four financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation ("FDIC"). The Company has not experienced any losses related to amounts in excess of FDIC limits or $250,000. The Company did not have any cash in excess of FDIC limits at December 31, 2020 and March 31, 2020, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of accounts payable and accrued liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The three levels of valuation hierarchy are defined as follows: Level 1 Level 2 Level 3 The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, Distinguishing Liabilities from Equity |
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. As of December 31, 2020, there were no charges to goodwill impairment. |
Other Income | Other income During the nine months ended December 31, 2020, the Company received $2,000 in grant income due to COVID-19 relief. The Company has recorded this grant income under other income in the Statement of Operations. |
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. The majority of revenues are received from ticket and beverage sales before and during the live events. Sponsorship revenue is also recognized when the live event takes place. Any revenue received for events that have yet to take place are recorded in deferred revenue. |
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 December 31, 2020, the Company has an expected loss. Due to uncertainty of realization for these losses, a full valuation allowance is recorded. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the nine months ended December 31, 2020 and 2019. |
Inventory | Inventory Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of December 31, 2020 and March 31, 2020, the Company had outstanding balances of finished goods inventory of $2,020 and $7,256, respectively. |
Earnings Per Share (EPS) | Earnings Per Share (EPS) The Company utilize FASB ASC 260, Earnings per Share The following table sets for the computation of basic and diluted earnings per share the nine months ended December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Basic and diluted Net loss $ (2,743,015 ) $ (1,179,481 ) Net loss per share Basic $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares outstanding: Basic & diluted 619,783,280 492,698,294 |
Stock based compensation | Stock Based Compensation The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Accounting for Stock Compensation Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of December 31, 2020, there were no options outstanding. On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) During the nine months ended December 31, 2020 and 2019, the Company recorded $409,333 and $688,000 in stock-compensation expense, respectively. |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the statements of operations. As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) 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. |
2. Accounting Policies (Tables)
2. Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets for the computation of basic and diluted earnings per share the nine months ended December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Basic and diluted Net loss $ (2,743,015 ) $ (1,179,481 ) Net loss per share Basic $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares outstanding: Basic & diluted 619,783,280 492,698,294 |
4. Revenue (Tables)
4. Revenue (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue | Information about the Company’s net sales by revenue type for the nine months ended December 31, 2020 and 2019 are as follows: For the nine months ended December 31, December 31, 2020 (Unaudited) 2019 (Unaudited) Live events $ 112,901 $ 351,274 Gym revenue 383,596 – Net sales $ 496,497 $ 351,274 For the three months ended December 31, December 31, 2020 (Unaudited) 2019 (Unaudited) Live events $ 82,524 $ 169,363 Gym revenue 218,025 – Net sales $ 300,549 $ 169,363 |
5. Property and Equipment (Tabl
5. Property and Equipment (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment, net, consisted of the following at December 31, 2020 and March 31, 2020: As of As of December 31, March 31, Gym equipment $ 304,351 $ 163,147 Cages 124,025 124,025 Event assets 79,531 61,319 Furniture and fixtures 4,419 – Production truck gear 11,740 – Production equipment 30,697 30,697 Venue lighting system 14,250 – Leasehold improvements 15,200 – Electronics hardware and software 55,587 11,845 Trucks trailers and vehicles 73,649 11,210 713,449 402,243 Less: accumulated depreciation (120,875 ) (50,850 ) $ 592,574 $ 351,393 |
6. Intangible Assets (Tables)
6. Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets, net, consisted of the following at December 31, 2020 and March 31, 2020: As of As of December 31, March 31, Licenses $ 142,248 $ 142,248 Software/website development 12,585 – Customer relationships 156,020 83,000 310,853 225,248 Less: accumulated amortization (77,642 ) (28,297 ) $ 233,211 $ 196,951 |
Estimated amortization expense | Estimated amortization expense for each of the next five years: Fiscal year ended March 31, 2021 $ 21,164 Fiscal year ended March 31, 2022 84,651 Fiscal year ended March 31, 2023 77,735 Fiscal year ended March 31, 2024 42,592 Fiscal year ended March 31, 2025 7,069 Total $ 233,211 |
8. Notes Payable (Tables)
8. Notes Payable (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | The following is a summary of notes payable as of December 31, 2020 and March 31, 2020: As of As of December 31, March 31, 2020 2020 Notes payable - current maturity: Emry Capital $14,000, 4% loan with principal and interest due April, 2020 $ – $ 14,000 Note Payable PPP SBA Loan 15,600 – SBA EIDL Loan 10,000 – SBA Loan Payable B2Digital 97,200 – Notes payable – in default: Emry Capital $14,000, 4% loan with principal and interest due April, 2020 14,000 – Notes payable – long term: WLES LP LLC $60,000, 5% loan due January 15, 2022 30,000 60,000 Brian Cox 401K 15,199 21,970 SBA Loan (One More Gym, LLC) 62,794 74,757 Total notes payable 244,793 170,727 Less: long-term (107,993 ) (136,565 ) Total $ 136,800 $ 34,162 |
9. Convertible Note Payable (Ta
9. Convertible Note Payable (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible note payable | The following is a summary of convertible notes payable as of December 31, 2020: Note* Inception Date Maturity Coupon Face Value Unamortized Discount Carrying Value Note 3 12/5/2019 12/5/2020 8% $ 62,000 $ – $ 62,000 Note 4 12/31/2019 12/31/2020 8% 62,000 – 62,000 Note 5 1/27/2020 1/27/2021 8% 184,000 2,840 181,160 Note 6 2/19/2020 2/19/2021 8% 78,000 3,151 74,849 Note 7 3/10/2020 3/10/2021 8% 78,000 3,894 74,106 Note 8 8/4/2020 8/4/2021 8% 156,000 34,266 121,734 Note 9 10/2/2020 10/2/2021 8% 205,000 93,004 111,996 Note 10 10/15/2020 10/15/2021 8% 172,000 61,621 110,379 Note 11 11/2/2020 11/2/2021 8% 69,000 28,264 40,736 Note 12 11/12/2020 11/12/2021 8% 69,000 18,953 50,047 Note 13 12/1/2020 12/1/2021 8% 107,500 94,476 13,024 Note 14 12/10/2020 12/10/2021 8% 80,000 31,896 48,104 Note 15 12/29/2020 12/29/2021 8% 55,650 48,908 6,742 $ 1,378,150 $ 421,273 $ 956,877 * Note 1 and Note2 in the amounts of $82,000 and $208,000 was fully converted as of December 31, 2020. |
Allocation of cash proceeds | Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative components at its fair value with the residual allocated to the host debt contract, as follows: Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Note 8 Compound embedded derivative $ 26,395 $ 68,030 $ 15,893 $ 10,812 $ 25,834 $ 14,095 $ 17,636 $ 42,463 Convertible notes payable 48,605 133,970 44,107 49,188 152,666 60,905 57,364 107,537 Original issue discount 7,000 6,000 2,000 2,000 5,500 3,000 3,000 6,000 Face value $ 82,000 $ 208,000 $ 62,000 $ 62,000 $ 184,000 $ 78,000 $ 78,000 $ 156,000 Note 9 Note 10 Note 11 Note 12 Note 13 Note 14 Note 15 Compound embedded derivative $ 103,445 $ 63,992 $ 28,339 $ 18,066 $ 209,545 $ 29,070 $ 65,863 Convertible notes payable 91,555 101,008 36,661 46,934 – 45,930 – Day one derivative loss – – – – (109,545 ) – (15,863 ) Legal fees – – – – 3,500 – 3,500 Original issue discount 10,000 7,000 4,000 4,000 4,000 5,000 2,150 Face value $ 205,000 $ 172,000 $ 69,000 $ 69,000 $ 107,500 $ 80,000 $ 55,650 |
Amortization expense, interest expense and accrued interest | Amortization expense and interest expense for the nine months ended December 31, 2020 is as follows: Note Interest Expense Accrued Interest Amortization of Debt Discount Unamortized Note 1 $ 2,696 $ – $ 28,186 $ – Note 2 8,342 53,298 – Note 3 3,737 5,327 13,021 – Note 4 3,737 4,974 9,180 – Note 5 11,090 13,671 23,669 2,840 Note 6 4,701 5,402 12,675 3,151 Note 7 4,701 5,060 15,254 3,894 Note 8 5,095 5,095 14,197 34,266 Note 9 4,044 4,044 20,440 93,004 Note 10 2,903 2,903 9,370 61,621 Note 11 892 892 4,075 28,264 Note 12 741 741 3,113 18,953 Note 13 707 707 2,274 94,476 Note 14 368 368 2,174 31,896 Note 15 366 366 1,177 48,908 $ 54,120 $ 49,550 $ 212,103 $ 421,273 |
10. Derivative Financial Inst_2
10. Derivative Financial Instruments (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities | The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of December 31, 2020: December 31, 2020 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 311,625,168 $ (739,574 ) Total 311,625,168 $ (739,574 ) The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2020: March 31, 2020 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 77,027,083 $ (58,790 ) Total 77,027,083 $ (58,790 ) The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the nine months ended December 31, 2020 and 2019: December 31, December 31, 2020 2019 Compound embedded derivatives $ (592,997 ) $ 17,360 Day one derivative loss (125,408 ) – Total $ (718,405 ) $ 17,360 The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended December 31, 2020 and 2019: December 31, December 31, 2020 2019 Compound embedded derivatives $ 194,410 $ 17,360 Day one derivative loss (125,408 ) – Total $ 69,002 $ 17,360 |
Significant inputs | Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the embedded derivatives that have been bifurcated from the Convertible Notes and classified in liabilities: December 31, 2020 Quoted market price on valuation date $0.0047 Contractual conversion rate $0.002 - $0.01 Contractual term to maturity 0.07 Years – 0.99 Years Market volatility: Equivalent Volatility 114.91% - 266.31% Interest rate 8.0% |
Schedule of changes in fair value of derivatives | The following table reflects the issuances of compound embedded derivatives and the changes in fair value inputs and assumptions related to the compound embedded derivatives during the period ended December 31, 2020 and March 31, 2020. December 31, March 31, 2020 2020 Beginning balance $ 58,790 $ – Issuances: Compound embedded derivatives 435,723 178,692 Conversions (472,996 ) – Day-one derivative loss 125,408 – Loss (gain) on changes in fair value inputs and assumptions reflected in income 592,649 (119,902 ) Total $ 739,574 $ 58,790 |
12. Leases (Tables)
12. Leases (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary of right-of-use asset | Right-of-use asset is summarized below: December 31, 2020 Kokomo Lease Valparaiso Lease Total Office lease $ 375,483 $ 374,360 $ 749,843 Less: accumulated amortization (14,823 ) (24,694 ) (39,517 ) Right-of-use asset, net $ 360,660 $ 349,666 $ 710,326 |
Summary of operating lease liability | Operating lease liability is summarized below: December 31, 2020 Kokomo Lease Valparaiso Lease Total Office lease $ 362,707 $ 349,666 $ 712,373 Less: current portion (55,519 ) (105,159 ) (160,678 ) Long term portion $ 307,188 $ 244,507 $ 551,695 |
Summary of maturity of lease liability | Maturity of the lease liability is as follows: December 31, 2020 Kokomo Lease Valparaiso Lease Total Fiscal year ending March 31, 2021 $ 21,875 $ 33,569 $ 55,443 Fiscal year ending March 31, 2022 89,687 134,274 223,961 Fiscal year ending March 31, 2023 94,172 134,274 228,446 Fiscal year ending March 31, 2024 98,880 100,706 199,586 Fiscal year ending March 31, 2025 101,292 0 101,292 Fiscal year ending March 31, 2026 50,646 0 50,646 Present value discount (93,846 ) (53,156 ) (147,002 ) Lease liability $ 362,707 $ 349,666 $ 712,373 |
2. Accounting Policies (Details
2. Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Net loss | $ (978,156) | $ (274,554) | $ (2,743,015) | $ (1,179,481) |
Net loss per share | ||||
Basic | $ 0 | $ 0 | ||
Diluted | $ 0 | $ 0 | ||
Weighted average number of shares outstanding: | ||||
Basic & diluted | 710,522,374 | 528,339,793 | 619,783,280 | 492,698,294 |
2. Accounting Policies (Detai_2
2. Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Cash in excess of FDIC limit | $ 0 | $ 0 | $ 0 | ||
Property useful life | 3 to 7 years | ||||
Impairment of goodwill | $ 0 | $ 0 | |||
Grant income | 0 | $ 0 | 2,000 | 0 | |
Finished Goods Inventory | $ 2,020 | $ 2,020 | $ 7,256 | ||
Anti-dilutive securities | 311,625,168 | ||||
Options outstanding | 0 | 0 | |||
Stock-compensation expense | $ 409,333 | $ 688,000 |
3. Going Concern (Details Narra
3. Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Net loss | $ (978,156) | $ (274,554) | $ (2,743,015) | $ (1,179,481) | ||||||
Net cash used in operating activities | (1,105,767) | (347,368) | ||||||||
Working Capital | (2,224,080) | (2,224,080) | ||||||||
Accumulated deficit | (6,559,993) | (6,559,993) | $ (3,816,978) | |||||||
Stockholders' deficit | $ (1,175,403) | $ (3,811) | $ (1,175,403) | $ (3,811) | $ (931,436) | $ (636,851) | $ (211,367) | $ 481,767 | $ 286,226 | $ 148,738 |
4. Revenue (Details)
4. Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net sales | $ 300,549 | $ 169,363 | $ 496,497 | $ 351,274 |
Live events [Member] | ||||
Net sales | 82,524 | 169,363 | 112,901 | 351,274 |
Gym [Member] | ||||
Net sales | $ 218,025 | $ 0 | $ 383,596 | $ 0 |
5. Property and Equipment (Deta
5. Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Property and equipment | $ 713,449 | $ 402,243 |
Less: accumulated depreciation | (120,875) | (50,850) |
Total fixed assets | 592,574 | 351,393 |
Gym equipment [Member] | ||
Property and equipment | 304,351 | 163,147 |
Cages [Member] | ||
Property and equipment | 124,025 | 124,025 |
Event Assets [Member] | ||
Property and equipment | 79,531 | 61,319 |
Furniture and Fixtures [Member] | ||
Property and equipment | 4,419 | 0 |
Production truck gear [Member] | ||
Property and equipment | 11,740 | 0 |
Production Equipment [Member] | ||
Property and equipment | 30,697 | 30,697 |
Venue lighting system [Member] | ||
Property and equipment | 14,250 | 0 |
Leasehold improvements [Member] | ||
Property and equipment | 15,200 | 0 |
Electronics Hardware and Software [Member] | ||
Property and equipment | 55,587 | 11,845 |
Trucks, trailers and vehicles [Member] | ||
Property and equipment | $ 73,649 | $ 11,210 |
5. Property and Equipment (De_2
5. Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 70,025 | $ 20,245 |
6. Intangible Assets (Details -
6. Intangible Assets (Details - Intangible assets, net) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Intangible assets gross | $ 310,853 | $ 225,248 |
Less: accumulated amortization | (77,642) | (28,297) |
Intangible assets net | 233,211 | 196,951 |
License [Member] | ||
Intangible assets gross | 142,248 | 142,248 |
Software/website development [Member] | ||
Intangible assets gross | 12,585 | 0 |
Customer Relationships [Member] | ||
Intangible assets gross | $ 156,020 | $ 83,000 |
6. Intangible Assets (Details_2
6. Intangible Assets (Details - Estimated amortization expense) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Fiscal year ended March 31, 2021 | $ 21,164 | |
Fiscal year ended March 31, 2022 | 84,651 | |
Fiscal year ended March 31, 2023 | 77,735 | |
Fiscal year ended March 31, 2024 | 42,592 | |
Fiscal year ended March 31, 2025 | 7,069 | |
Total | $ 233,211 | $ 196,951 |
6. Intangible Assets (Details N
6. Intangible Assets (Details Narrative) - USD ($) | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization expense | $ 49,346 | $ 0 |
License [Member] | ||
Amortizion Period | 5 years | |
Customer Relationships [Member] | ||
Amortizion Period | 3 years | |
Software/website development [Member] | ||
Amortizion Period | 3 years |
7. Business Acquisitions (Detai
7. Business Acquisitions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Oct. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Gain on bargain purchase | $ 91,870 | $ 0 | $ 91,870 | $ 0 | |
CFit Indiana, Inc. [Member] | |||||
Percent acquired | 100.00% | ||||
Purchase price | $ 115,000 | ||||
Fair value of acquired gym equipment | 133,850 | ||||
Fair value of acquired intangible assets | 73,020 | ||||
Gain on bargain purchase | $ 91,870 |
8. Notes Payable (Details)
8. Notes Payable (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Total notes payable | $ 244,793 | $ 244,793 | $ 170,727 | ||
Less: long-term | (107,993) | (107,993) | (34,162) | ||
Short-term | 136,800 | 136,800 | 136,565 | ||
Note payable- current maturity | 122,800 | 122,800 | 34,162 | ||
Note payable- in default | 14,000 | 14,000 | 0 | ||
Note payable- long-term | 107,993 | 107,993 | 136,565 | ||
Loss on modification of debt | 0 | $ 0 | (18,281) | $ (81,887) | |
WLES LP LLC [Member] | |||||
Total notes payable | $ 30,000 | $ 30,000 | 60,000 | ||
Debt stated interest rate | 5.00% | 5.00% | |||
Debt maturity date | Jan. 15, 2022 | ||||
Note payable- long-term | $ 30,000 | $ 30,000 | 60,000 | ||
Loss on modification of debt | 18,281 | ||||
Brian Cox [Member] | |||||
Total notes payable | 15,199 | 15,199 | 21,970 | ||
Small Business Loan [Member] | |||||
Total notes payable | 62,794 | 62,794 | 74,757 | ||
Emry Capital [Member] | |||||
Total notes payable | $ 0 | $ 0 | 14,000 | ||
Debt stated interest rate | 4.00% | 4.00% | |||
Debt maturity date | Apr. 30, 2020 | ||||
Note payable- current maturity | $ 0 | $ 0 | 14,000 | ||
PPP SBA Loan [Member] | |||||
Total notes payable | 15,600 | 15,600 | 0 | ||
Note payable- current maturity | 15,600 | 15,600 | 0 | ||
EIDL Loan [Member] | |||||
Total notes payable | 10,000 | 10,000 | 0 | ||
Note payable- current maturity | 10,000 | 10,000 | $ 0 | ||
B2 Digital [Member] | |||||
Total notes payable | 97,200 | 0 | 97,200 | 0 | |
Note payable- current maturity | 97,200 | 0 | 97,200 | 0 | |
Emry Capital 1 [Member] | |||||
Total notes payable | $ 14,000 | 0 | $ 14,000 | 0 | |
Debt stated interest rate | 4.00% | 4.00% | |||
Debt maturity date | Apr. 30, 2020 | ||||
Note payable- in default | $ 14,000 | $ 0 | $ 14,000 | $ 0 |
9. Convertible Note Payable (De
9. Convertible Note Payable (Details - Convertible note payable) | 9 Months Ended |
Dec. 31, 2020USD ($) | |
Face Value | $ 1,378,150 |
Unamortized Discount | 421,273 |
Carrying Value | $ 956,877 |
Convertible Note 3 [Member] | |
Inception Date | Dec. 5, 2019 |
Maturity | Dec. 5, 2020 |
Coupon | 8.00% |
Face Value | $ 62,000 |
Unamortized Discount | 0 |
Carrying Value | $ 62,000 |
Convertible Note 4 [Member] | |
Inception Date | Dec. 31, 2019 |
Maturity | Dec. 31, 2020 |
Coupon | 8.00% |
Face Value | $ 62,000 |
Unamortized Discount | 0 |
Carrying Value | $ 62,000 |
Convertible Note 5 [Member] | |
Inception Date | Jan. 27, 2020 |
Maturity | Jan. 27, 2021 |
Coupon | 8.00% |
Face Value | $ 184,000 |
Unamortized Discount | 2,840 |
Carrying Value | $ 181,160 |
Convertible Note 6 [Member] | |
Inception Date | Feb. 19, 2020 |
Maturity | Feb. 19, 2021 |
Coupon | 8.00% |
Face Value | $ 78,000 |
Unamortized Discount | 3,151 |
Carrying Value | $ 74,849 |
Convertible Note 7 [Member] | |
Inception Date | Mar. 10, 2020 |
Maturity | Mar. 10, 2021 |
Coupon | 8.00% |
Face Value | $ 78,000 |
Unamortized Discount | 3,894 |
Carrying Value | $ 74,106 |
Convertible Note 8 [Member] | |
Inception Date | Aug. 4, 2020 |
Maturity | Aug. 4, 2021 |
Coupon | 8.00% |
Face Value | $ 156,000 |
Unamortized Discount | 34,266 |
Carrying Value | $ 121,734 |
Convertible Note 9 [Member] | |
Inception Date | Oct. 2, 2020 |
Maturity | Oct. 2, 2021 |
Coupon | 8.00% |
Face Value | $ 205,000 |
Unamortized Discount | 93,004 |
Carrying Value | $ 111,996 |
Convertible Note 10 [Member] | |
Inception Date | Oct. 15, 2020 |
Maturity | Oct. 15, 2021 |
Coupon | 8.00% |
Face Value | $ 172,000 |
Unamortized Discount | 61,621 |
Carrying Value | $ 110,379 |
Convertible Note 11 [Member] | |
Inception Date | Nov. 2, 2020 |
Maturity | Nov. 2, 2021 |
Coupon | 8.00% |
Face Value | $ 69,000 |
Unamortized Discount | 28,264 |
Carrying Value | $ 40,736 |
Convertible Note 12 [Member] | |
Inception Date | Nov. 12, 2020 |
Maturity | Nov. 12, 2021 |
Coupon | 8.00% |
Face Value | $ 69,000 |
Unamortized Discount | 18,953 |
Carrying Value | $ 50,047 |
Convertible Note 13 [Member] | |
Inception Date | Dec. 1, 2020 |
Maturity | Dec. 1, 2021 |
Coupon | 8.00% |
Face Value | $ 107,500 |
Unamortized Discount | 94,476 |
Carrying Value | $ 13,024 |
Convertible Note 14 [Member] | |
Inception Date | Dec. 10, 2020 |
Maturity | Dec. 10, 2021 |
Coupon | 8.00% |
Face Value | $ 80,000 |
Unamortized Discount | 31,896 |
Carrying Value | $ 48,104 |
Convertible Note 15 [Member] | |
Inception Date | Dec. 29, 2020 |
Maturity | Dec. 29, 2021 |
Coupon | 8.00% |
Face Value | $ 55,650 |
Unamortized Discount | 48,908 |
Carrying Value | $ 6,742 |
9. Convertible Note Payable (_2
9. Convertible Note Payable (Details - Allocation of cash proceeds) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Dec. 29, 2019 | |
Day one derivative loss | $ (125,408) | $ 0 | $ (125,408) | $ 0 | $ 0 | |
Convertible Note 1 [Member] | ||||||
Compound embedded deriviative | 26,395 | 26,395 | ||||
Convertible notes payable | 48,605 | 48,605 | ||||
Original issue discount | 7,000 | 7,000 | $ 70,650 | |||
Face Value | 82,000 | 82,000 | ||||
Convertible Note 2 [Member] | ||||||
Compound embedded deriviative | 68,030 | 68,030 | ||||
Convertible notes payable | 133,970 | 133,970 | ||||
Original issue discount | 6,000 | 6,000 | ||||
Face Value | 208,000 | 208,000 | ||||
Convertible Note 3 [Member] | ||||||
Compound embedded deriviative | 15,893 | 15,893 | ||||
Convertible notes payable | 44,107 | 44,107 | ||||
Original issue discount | 2,000 | 2,000 | ||||
Face Value | 62,000 | 62,000 | ||||
Convertible Note 4 [Member] | ||||||
Compound embedded deriviative | 10,812 | 10,812 | ||||
Convertible notes payable | 49,188 | 49,188 | ||||
Original issue discount | 2,000 | 2,000 | ||||
Face Value | 62,000 | 62,000 | ||||
Convertible Note 5 [Member] | ||||||
Compound embedded deriviative | 25,834 | 25,834 | ||||
Convertible notes payable | 152,666 | 152,666 | ||||
Original issue discount | 5,500 | 5,500 | ||||
Face Value | 184,000 | 184,000 | ||||
Convertible Note 6 [Member] | ||||||
Compound embedded deriviative | 14,095 | 14,095 | ||||
Convertible notes payable | 60,905 | 60,905 | ||||
Original issue discount | 3,000 | 3,000 | ||||
Face Value | 78,000 | 78,000 | ||||
Convertible Note 7 [Member] | ||||||
Compound embedded deriviative | 17,636 | 17,636 | ||||
Convertible notes payable | 57,364 | 57,364 | ||||
Original issue discount | 3,000 | 3,000 | ||||
Face Value | 78,000 | 78,000 | ||||
Convertible Note 8 [Member] | ||||||
Compound embedded deriviative | 42,463 | 42,463 | ||||
Convertible notes payable | 107,537 | 107,537 | ||||
Original issue discount | 6,000 | 6,000 | ||||
Face Value | 156,000 | 156,000 | ||||
Convertible Note 9 [Member] | ||||||
Compound embedded deriviative | 103,445 | 103,445 | ||||
Convertible notes payable | 91,555 | 91,555 | ||||
Day one derivative loss | 0 | |||||
Legal fees | 0 | |||||
Original issue discount | 10,000 | 10,000 | ||||
Face Value | 205,000 | 205,000 | ||||
Convertible Note 10 [Member] | ||||||
Compound embedded deriviative | 63,992 | 63,992 | ||||
Convertible notes payable | 101,008 | 101,008 | ||||
Day one derivative loss | 0 | |||||
Legal fees | 0 | |||||
Original issue discount | 7,000 | 7,000 | ||||
Face Value | 172,000 | 172,000 | ||||
Convertible Note 11 [Member] | ||||||
Compound embedded deriviative | 28,339 | 28,339 | ||||
Convertible notes payable | 36,661 | 36,661 | ||||
Day one derivative loss | 0 | |||||
Legal fees | 0 | |||||
Original issue discount | 4,000 | 4,000 | ||||
Face Value | 69,000 | 69,000 | ||||
Convertible Note 12 [Member] | ||||||
Compound embedded deriviative | 18,066 | 18,066 | ||||
Convertible notes payable | 46,934 | 46,934 | ||||
Day one derivative loss | 0 | |||||
Legal fees | 0 | |||||
Original issue discount | 4,000 | 4,000 | ||||
Face Value | 69,000 | 69,000 | ||||
Convertible Note 13 [Member] | ||||||
Compound embedded deriviative | 209,545 | 209,545 | ||||
Convertible notes payable | 0 | 0 | ||||
Day one derivative loss | (109,545) | |||||
Legal fees | 3,500 | |||||
Original issue discount | 4,000 | 4,000 | ||||
Face Value | 107,500 | 107,500 | ||||
Convertible Note 14 [Member] | ||||||
Compound embedded deriviative | 29,070 | 29,070 | ||||
Convertible notes payable | 45,930 | 45,930 | ||||
Day one derivative loss | 0 | |||||
Legal fees | 0 | |||||
Original issue discount | 5,000 | 5,000 | ||||
Face Value | 80,000 | 80,000 | ||||
Convertible Note 15 [Member] | ||||||
Compound embedded deriviative | 65,863 | 65,863 | ||||
Convertible notes payable | 0 | 0 | ||||
Day one derivative loss | (15,863) | |||||
Legal fees | 3,500 | |||||
Original issue discount | 2,150 | 2,150 | ||||
Face Value | $ 55,650 | $ 55,650 |
9. Convertible Note Payable (_3
9. Convertible Note Payable (Details - Amortization expense, interest expense and accrued interest) - USD ($) | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Interest Expense | $ 54,120 | |
Accrued Interest Balance | 49,550 | |
Amortization of Debt Discount | 212,103 | $ 6,771 |
Unamortized Discount | 421,273 | |
Convertible Note 1 [Member] | ||
Interest Expense | 2,696 | |
Accrued Interest Balance | 0 | |
Amortization of Debt Discount | 28,186 | |
Unamortized Discount | 0 | |
Convertible Note 2 [Member] | ||
Interest Expense | 8,342 | |
Accrued Interest Balance | 0 | |
Amortization of Debt Discount | 53,298 | |
Unamortized Discount | 0 | |
Convertible Note 3 [Member] | ||
Interest Expense | 3,737 | |
Accrued Interest Balance | 5,327 | |
Amortization of Debt Discount | 13,021 | |
Unamortized Discount | 0 | |
Convertible Note 4 [Member] | ||
Interest Expense | 3,737 | |
Accrued Interest Balance | 4,974 | |
Amortization of Debt Discount | 9,180 | |
Unamortized Discount | 0 | |
Convertible Note 5 [Member] | ||
Interest Expense | 11,090 | |
Accrued Interest Balance | 13,671 | |
Amortization of Debt Discount | 23,669 | |
Unamortized Discount | 2,840 | |
Convertible Note 6 [Member] | ||
Interest Expense | 4,701 | |
Accrued Interest Balance | 5,402 | |
Amortization of Debt Discount | 12,675 | |
Unamortized Discount | 3,151 | |
Convertible Note 7 [Member] | ||
Interest Expense | 4,701 | |
Accrued Interest Balance | 5,060 | |
Amortization of Debt Discount | 15,254 | |
Unamortized Discount | 3,894 | |
Convertible Note 8 [Member] | ||
Interest Expense | 5,095 | |
Accrued Interest Balance | 5,095 | |
Amortization of Debt Discount | 14,197 | |
Unamortized Discount | 34,266 | |
Convertible Note 9 [Member] | ||
Interest Expense | 4,044 | |
Accrued Interest Balance | 4,044 | |
Amortization of Debt Discount | 20,440 | |
Unamortized Discount | 93,004 | |
Convertible Note 10 [Member] | ||
Interest Expense | 2,903 | |
Accrued Interest Balance | 2,903 | |
Amortization of Debt Discount | 9,370 | |
Unamortized Discount | 61,621 | |
Convertible Note 11 [Member] | ||
Interest Expense | 892 | |
Accrued Interest Balance | 892 | |
Amortization of Debt Discount | 4,075 | |
Unamortized Discount | 28,264 | |
Convertible Note 12 [Member] | ||
Interest Expense | 741 | |
Accrued Interest Balance | 741 | |
Amortization of Debt Discount | 3,113 | |
Unamortized Discount | 18,953 | |
Convertible Note 13 [Member] | ||
Interest Expense | 707 | |
Accrued Interest Balance | 707 | |
Amortization of Debt Discount | 2,274 | |
Unamortized Discount | 94,476 | |
Convertible Note 14 [Member] | ||
Interest Expense | 368 | |
Accrued Interest Balance | 368 | |
Amortization of Debt Discount | 2,174 | |
Unamortized Discount | 31,896 | |
Convertible Note 15 [Member] | ||
Interest Expense | 366 | |
Accrued Interest Balance | 366 | |
Amortization of Debt Discount | 1,177 | |
Unamortized Discount | $ 48,908 |
9. Convertible Note Payable (_4
9. Convertible Note Payable (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Apr. 23, 2020 | Jul. 31, 2020 | Sep. 09, 2020 | Aug. 20, 2020 | Oct. 15, 2020 | Oct. 02, 2020 | Nov. 25, 2020 | Dec. 31, 2020 | Dec. 29, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Dec. 29, 2019 | |
Debt face amount | $ 1,378,150 | |||||||||||
Net proceeds | 865,000 | $ 397,000 | ||||||||||
Value of shares converted | 472,996 | $ 0 | ||||||||||
GS Capital [Member] | ||||||||||||
Number of shares converted | 4,292,915 | 5,071,885 | 12,123,426 | 8,468,394 | 14,521,245 | 33,934,758 | 8,330,328 | |||||
GS Capital [Member] | Principal [Member] | ||||||||||||
Value of shares converted | $ 7,000 | $ 7,500 | $ 55,000 | $ 12,500 | $ 45,000 | $ 108,000 | $ 35,000 | |||||
GS Capital [Member] | Accrued Interest [Member] | ||||||||||||
Value of shares converted | $ 341 | $ 488 | $ 4,075 | $ 871 | $ 3,136 | $ 7,196 | $ 2,754 | |||||
Convertible Note 1 [Member] | ||||||||||||
Debt face amount | $ 1,668,150 | |||||||||||
Original issue discount | $ 7,000 | $ 70,650 | ||||||||||
Net proceeds | $ 1,590,500 |
10. Derivative Financial Inst_3
10. Derivative Financial Instruments (Details - Derivative liabilities) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Compound embedded derivatives, shares | 311,625,168 | 311,625,168 | 77,027,083 | ||
Compound embedded derivatives, value | $ (739,574) | $ (739,574) | $ (58,790) | ||
Compound embedded derivatives | 194,410 | $ 17,360 | (592,997) | $ 17,360 | |
Day one derivative loss | (125,408) | 0 | (125,408) | 0 | $ 0 |
Gain on changes in fair value of derivatives | $ 69,002 | $ 17,360 | $ (718,405) | $ 17,360 |
10. Derivative Financial Inst_4
10. Derivative Financial Instruments (Details - Significant inputs) | 9 Months Ended |
Dec. 31, 2020$ / shares | |
Quoted market price on valuation date | $0.0047 |
Contractual term to maturity | 0.07 Years - 0.99 Years |
Equivalent Volatility | 114.91% - 266.31% |
Interest rate | 8.00% |
Minimum [Member] | |
Contractual conversion rate | $ 0.002 |
Maximum [Member] | |
Contractual conversion rate | $ 0.01 |
10. Derivative Financial Inst_5
10. Derivative Financial Instruments (Details - Change in fair value) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Derivative liabilities, beginning balance | $ 58,790 | $ 0 | $ 0 | ||
Compound embedded derivatives | 435,723 | 178,692 | |||
Conversions | (472,996) | 0 | |||
Day one derivative loss | $ 125,408 | $ 0 | 125,408 | $ 0 | 0 |
Loss on changes in fair value inputs and assumptions reflected | 592,649 | (119,902) | |||
Derivative liabilities, ending balance | $ 739,574 | $ 739,574 | $ 58,790 |
11. Equity (Details Narrative)
11. Equity (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 7 Months Ended | 8 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||
May 08, 2020 | Apr. 23, 2020 | May 14, 2019 | Apr. 23, 2019 | Jun. 01, 2019 | May 25, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 10, 2020 | Jun. 30, 2020 | Jun. 16, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jul. 15, 2019 | Jul. 08, 2019 | Jul. 03, 2019 | Jun. 30, 2019 | Aug. 13, 2020 | Aug. 10, 2020 | Jul. 31, 2020 | Sep. 14, 2020 | Sep. 09, 2020 | Sep. 01, 2020 | Aug. 20, 2020 | Aug. 19, 2020 | Sep. 09, 2019 | Sep. 07, 2019 | Aug. 30, 2019 | Oct. 02, 2020 | Sep. 27, 2019 | Oct. 21, 2020 | Nov. 25, 2020 | Nov. 23, 2020 | Dec. 03, 2019 | Dec. 31, 2020 | Dec. 23, 2020 | Dec. 22, 2020 | Dec. 31, 2019 | Dec. 22, 2019 | |
Shares issued for compensation, value | $ 320,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued for services, value | $ 74,933 | $ 14,400 | $ 233,600 | $ 454,400 | |||||||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 465,000 | $ 400,000 | |||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, value | $ 57,600 | $ 89,600 | |||||||||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | 414,189 | $ 434,835 | $ 55,622 | ||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ (6,670) | $ 0 | $ (70,864) | $ 0 | |||||||||||||||||||||||||||||||||||
B2MG [Member] | |||||||||||||||||||||||||||||||||||||||
Stock returned during period, shares | 21,954,800 | ||||||||||||||||||||||||||||||||||||||
Stock returned during period, value | $ 109,773 | ||||||||||||||||||||||||||||||||||||||
GS Capital [Member] | |||||||||||||||||||||||||||||||||||||||
Stock purchased from acquisition | 14,062,500 | ||||||||||||||||||||||||||||||||||||||
Payment for acquisition | $ 101,250 | ||||||||||||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 4,000,000 | 67,000,000 | 30,500,000 | 6,000,000 | 3,733,333 | ||||||||||||||||||||||||||||||||||
Stock issued for services, value | $ 25,600 | $ 428,800 | $ 195,200 | $ 38,400 | $ 26,133 | ||||||||||||||||||||||||||||||||||
Stock issued new, shares | 1,562,500 | 11,718,750 | 13,333,334 | 22,000,000 | 13,333,334 | 13,333,334 | 11,718,750 | 7,812,500 | 15,625,000 | ||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 10,000 | $ 75,000 | $ 100,000 | $ 165,000 | $ 100,000 | $ 100,000 | $ 75,000 | $ 50,000 | $ 100,000 | ||||||||||||||||||||||||||||||
Stock issued for cancellation of notes receivable, shares | 7,500,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued for cancellation of notes receivable, value | $ 75,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock | GS Capital [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued for conversion of note, shares | 4,292,915 | 5,071,885 | 12,123,426 | 8,468,394 | 33,934,758 | 14,521,245 | 15,120,623 | 8,330,328 | |||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 7,341 | $ 16,558 | $ 262,363 | $ 155,914 | $ 239,298 | $ 98,279 | $ 84,823 | $ 44,185 | |||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 60,298 | 3,896 | 42,678 | 10,665 | 2,536 | 2,337 | |||||||||||||||||||||||||||||||||
Common Stock | GS Capital [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | 7,500 | 55,000 | 12,500 | 108,000 | 45,000 | 35,000 | 20,000 | ||||||||||||||||||||||||||||||||
Common Stock | GS Capital [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 488 | $ 4,075 | $ 871 | 7,196 | 3,136 | 2,754 | 1,692 | ||||||||||||||||||||||||||||||||
Common Stock | GS Capital [Member] | Conversion Fees [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 750 | $ 350 | $ 350 | $ 350 | |||||||||||||||||||||||||||||||||||
Common Stock | WLESLPLLC [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued for conversion of note, shares | 12,000,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 30,000 | ||||||||||||||||||||||||||||||||||||||
Loss on settlement of debt | $ 18,281 | ||||||||||||||||||||||||||||||||||||||
Common Stock | Veyo Partners LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||||||||||||||||||||||||||||||
Stock issued for services, value | $ 14,000 | $ 14,400 | $ 34,800 | ||||||||||||||||||||||||||||||||||||
Common Stock | Subscription Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued new, shares | 14,062,500 | ||||||||||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 90,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock | United Combat League [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, shares | 6,000,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, value | $ 39,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock | Pinnacle Combat [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, shares | 8,000,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, value | $ 51,200 | ||||||||||||||||||||||||||||||||||||||
Common Stock | Strike Hard Productions LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, shares | 9,000,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued for acquisition, value | $ 57,600 | ||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Shares issued for compensation, shares | 40,000,000 | ||||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Common Stock | |||||||||||||||||||||||||||||||||||||||
Shares issued for compensation, shares | 80,000,000 | ||||||||||||||||||||||||||||||||||||||
Shares issued for compensation, value | $ 320,000 | ||||||||||||||||||||||||||||||||||||||
CSPA [Member] | Triton Funds, LP [Member] | |||||||||||||||||||||||||||||||||||||||
Sale of stock, fair value | $ 2,500,000 | ||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase common stock | 125,000,000 | ||||||||||||||||||||||||||||||||||||||
Fair value of warrants issued | $ 566,261 |
12. Leases (Details - Right-of-
12. Leases (Details - Right-of-use asset) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Office lease | $ 749,843 | |
Less: accumulated amortization | (39,517) | |
Right-of-use asset, net | 710,326 | $ 0 |
Kokomo Lease [Member] | ||
Office lease | 375,483 | |
Less: accumulated amortization | (14,823) | |
Right-of-use asset, net | 360,660 | |
Valparaiso Lease [Member] | ||
Office lease | 374,360 | |
Less: accumulated amortization | (24,694) | |
Right-of-use asset, net | $ 349,666 |
12. Leases (Details - Operating
12. Leases (Details - Operating lease liability) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Office lease | $ 712,373 | |
Less: current portion | (160,678) | $ 0 |
Long term portion | 551,695 | $ 0 |
Kokomo Lease [Member] | ||
Office lease | 362,707 | |
Less: current portion | (55,519) | |
Long term portion | 307,188 | |
Valparaiso Lease [Member] | ||
Office lease | 349,666 | |
Less: current portion | (105,159) | |
Long term portion | $ 244,507 |
12. Leases (Details - Maturitie
12. Leases (Details - Maturities) | Dec. 31, 2020USD ($) |
Fiscal year ending March 31, 2021 | $ 55,443 |
Fiscal year ending March 31, 2022 | 223,961 |
Fiscal year ending March 31, 2023 | 228,446 |
Fiscal year ending March 31, 2024 | 199,586 |
Fiscal year ending March 31, 2025 | 101,292 |
Fiscal year ending March 31, 2026 | 50,646 |
Present value discount | (147,002) |
Lease liability | 712,373 |
Kokomo Lease [Member] | |
Fiscal year ending March 31, 2021 | 21,875 |
Fiscal year ending March 31, 2022 | 89,687 |
Fiscal year ending March 31, 2023 | 94,172 |
Fiscal year ending March 31, 2024 | 98,880 |
Fiscal year ending March 31, 2025 | 101,292 |
Fiscal year ending March 31, 2026 | 50,646 |
Present value discount | (93,846) |
Lease liability | 362,707 |
Valparaiso Lease [Member] | |
Fiscal year ending March 31, 2021 | 33,569 |
Fiscal year ending March 31, 2022 | 134,274 |
Fiscal year ending March 31, 2023 | 134,274 |
Fiscal year ending March 31, 2024 | 100,706 |
Fiscal year ending March 31, 2025 | 0 |
Fiscal year ending March 31, 2026 | 0 |
Present value discount | (53,156) |
Lease liability | $ 349,666 |
12. Leases (Details Narrative)
12. Leases (Details Narrative) - USD ($) | 6 Months Ended | |
Oct. 06, 2020 | Oct. 02, 2020 | |
Kokomo Lease [Member] | ||
Lease term | 5 years | |
Valparaiso Lease [Member] | ||
Lease expiration date | Dec. 31, 2023 | |
Monthly lease payments | $ 11,190 |
13. Commitments and Contingen_2
13. Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 8 Months Ended |
Dec. 31, 2020 | Nov. 23, 2020 | |
Shares issued for compensation, value | $ 320,000 | |
Employment Agreement [Member] | Series B Convertible Preferred Stock [Member] | ||
Shares issued for compensation, shares | 40,000,000 | |
Employment Agreement [Member] | Common Stock | ||
Shares issued for compensation, shares | 80,000,000 | |
Shares issued for compensation, value | $ 320,000 |