Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 000-11882 | |
Entity Registrant Name | B2Digital, Incorporated | |
Entity Central Index Key | 0000725929 | |
Entity Tax Identification Number | 84-0916299 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4522 West Village Drive | |
Entity Address, Address Line Two | Suite 215 | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33624 | |
City Area Code | (813) | |
Local Phone Number | 961-3051 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,496,740,840 |
Consolidated Balance Sheets (U
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 273,912 | $ 122,176 |
Deposits and prepaid expenses | 80,794 | 10,681 |
Total current assets | 354,706 | 132,857 |
Notes receivable & other receivables | 43,947 | 35,400 |
Operating lease right-of-use asset | 2,040,053 | 1,575,792 |
Property and equipment, net of accumulated depreciation | 1,144,177 | 944,999 |
Intangible assets, net of accumulated amortization | 218,823 | 224,890 |
Total Assets | 3,801,706 | 2,913,938 |
Current liabilities | ||
Accounts payable & accrued liabilities | 367,495 | 213,663 |
Deferred revenue | 88,880 | 119,504 |
Note payable- current maturity | 295,600 | 158,200 |
Note payable- in default | 14,000 | 14,000 |
Payable due for business acquisitions | 0 | 40,000 |
Convertible notes payable, net of debt discount | 3,012,419 | 1,074,733 |
Derivative liabilities | 1,763,093 | 1,137,623 |
Lease liability, current | 387,311 | 264,165 |
Due to shareholder | 14,950 | 0 |
Total current liabilities | 5,943,748 | 3,021,888 |
Lease liability, long-term | 1,713,402 | 1,319,457 |
Note payable- long-term | 90,685 | 105,929 |
Total Liabilities | 7,747,835 | 4,447,274 |
Stockholders' Deficit | ||
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 1,381,890,550 and 1,081,390,550 shares issued and outstanding at September 30, 2021 and March 31, 2021, respectively | 13,820 | 10,815 |
Additional paid in capital | 8,855,402 | 7,652,677 |
Accumulated deficit | (12,815,771) | (9,197,248) |
Total Stockholders' Deficit | (3,946,129) | (1,533,336) |
Total Liabilities and Stockholders' Deficit | 3,801,706 | 2,913,938 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, 50,000,000 shares authorized, 8,000,000 shares are undesignated | 20 | 20 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, 50,000,000 shares authorized, 8,000,000 shares are undesignated | $ 400 | $ 400 |
Consolidated Balance Sheets _2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Mar. 31, 2021 |
Preferred stock shares authorized | 50,000,000 | 50,000,000 |
[custom:PreferredStockUndesignated-0] | 8,000,000 | 8,000,000 |
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock shares issued | 1,381,890,550 | 1,081,390,550 |
Common stock shares outstanding | 1,381,890,550 | 1,081,390,550 |
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 | 80,000,000 | 80,000,000 |
Preferred stock shares outstanding | 80,000,000 | 80,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 660,010 | $ 135,927 | $ 1,228,775 | $ 195,948 |
Cost of sales | 327,682 | 47,907 | 531,184 | 49,219 |
Gross profit | 332,328 | 88,020 | 697,591 | 146,729 |
General and administrative corporate expenses | ||||
General & administrative expenses | 1,854,487 | 675,129 | 3,408,367 | 839,917 |
Depreciation and amortization expense | 98,470 | 33,883 | 186,519 | 66,855 |
Total general and administrative corporate expenses | 1,952,957 | 709,012 | 3,594,886 | 906,772 |
Loss from continuing operations | (1,620,629) | (620,992) | (2,897,295) | (760,043) |
Other income (expense): | ||||
Gain on forgiveness of loan | 0 | 5,040 | 23,303 | 10,080 |
Loss on sale of assets | (1,757) | 0 | (1,527) | 0 |
Grant income | 0 | 0 | 0 | 2,000 |
Loss on settlement of debt | 0 | 0 | 0 | (18,281) |
Loss on forgiveness of notes receivable | (2,094) | 0 | (2,094) | 0 |
Gain (Loss) on extinguishment of debt | 55,925 | (64,194) | 136,666 | (64,194) |
Change in fair value of derivatives | (665,813) | (511,975) | (354,942) | (787,407) |
Interest expense | (322,808) | (77,232) | (522,634) | (147,014) |
Total other expense | (936,547) | (648,361) | (721,228) | (1,004,816) |
Net loss | $ (2,557,176) | $ (1,269,353) | $ (3,618,523) | $ (1,764,859) |
Basic and diluted earnings per share on net loss | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding | 1,369,390,550 | 597,871,392 | 1,289,383,719 | 574,198,491 |
Live Events [Member] | ||||
Revenue: | ||||
Total revenue | $ 283,171 | $ 30,318 | $ 518,762 | $ 30,377 |
Gym [Member] | ||||
Revenue: | ||||
Total revenue | $ 376,839 | $ 105,609 | $ 710,013 | $ 165,571 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Mar. 31, 2020 | $ 20 | $ 5,394 | $ 3,600,197 | $ (3,816,978) | $ (211,367) | |
Beginning balance, shares at Mar. 31, 2020 | 2,000,000 | 539,267,304 | ||||
Sale of common stock | $ 40 | 14,360 | 14,400 | |||
Sale of common stock, shares | 4,000,000 | |||||
Issuance of common stock for services | ||||||
Issuance of common stock for services, shares | ||||||
Conversion of Notes Payable | $ 163 | 55,459 | 55,622 | |||
Conversion of Notes Payable ,shares | 16,292,915 | |||||
Net loss | (495,506) | (495,506) | ||||
Ending balance, value at Jun. 30, 2020 | $ 20 | $ 5,597 | 3,670,016 | (4,312,484) | (636,851) | |
Ending balance, shares at Jun. 30, 2020 | 2,000,000 | 559,560,219 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 20 | $ 5,394 | 3,600,197 | (3,816,978) | (211,367) | |
Beginning balance, shares at Mar. 31, 2020 | 2,000,000 | 539,267,304 | ||||
Net loss | (1,764,859) | |||||
Ending balance, value at Sep. 30, 2020 | $ 20 | $ 6,590 | 4,643,791 | (5,581,837) | (931,436) | |
Ending balance, shares at Sep. 30, 2020 | 2,000,000 | 658,957,259 | ||||
Beginning balance, value at Jun. 30, 2020 | $ 20 | $ 5,597 | 3,670,016 | (4,312,484) | (636,851) | |
Beginning balance, shares at Jun. 30, 2020 | 2,000,000 | 559,560,219 | ||||
Sale of common stock | $ 620 | 464,380 | 465,000 | |||
Sale of common stock, shares | 62,000,002 | |||||
Issuance of common stock for services | $ 117 | 74,816 | 74,933 | |||
Issuance of common stock for services, shares | 11,733,333 | |||||
Conversion of Notes Payable | $ 256 | 434,579 | 434,835 | |||
Conversion of Notes Payable ,shares | 25,663,705 | |||||
Net loss | (1,269,353) | (1,269,353) | ||||
Ending balance, value at Sep. 30, 2020 | $ 20 | $ 6,590 | 4,643,791 | (5,581,837) | (931,436) | |
Ending balance, shares at Sep. 30, 2020 | 2,000,000 | 658,957,259 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 20 | $ 400 | $ 10,815 | 7,652,677 | (9,197,248) | (1,533,336) |
Beginning balance, shares at Mar. 31, 2021 | 2,000,000 | 40,000,000 | 1,081,390,550 | |||
Sale of common stock | $ 2,200 | 877,800 | 880,000 | |||
Sale of common stock, shares | 220,000,000 | |||||
Issuance of common stock for services | $ 55 | 23,595 | 23,650 | |||
Issuance of common stock for services, shares | 5,500,000 | |||||
Issuance of convertible notes | 2,080 | 2,080 | ||||
Net loss | (1,061,347) | (1,061,347) | ||||
Ending balance, value at Jun. 30, 2021 | $ 20 | $ 400 | $ 13,070 | 8,556,152 | (10,258,595) | (1,688,953) |
Ending balance, shares at Jun. 30, 2021 | 2,000,000 | 40,000,000 | 1,306,890,550 | |||
Beginning balance, value at Mar. 31, 2021 | $ 20 | $ 400 | $ 10,815 | 7,652,677 | (9,197,248) | (1,533,336) |
Beginning balance, shares at Mar. 31, 2021 | 2,000,000 | 40,000,000 | 1,081,390,550 | |||
Net loss | (3,618,523) | |||||
Ending balance, value at Sep. 30, 2021 | $ 20 | $ 400 | $ 13,820 | 8,855,402 | (12,815,771) | (3,946,129) |
Ending balance, shares at Sep. 30, 2021 | 2,000,000 | 40,000,000 | 1,381,890,550 | |||
Beginning balance, value at Jun. 30, 2021 | $ 20 | $ 400 | $ 13,070 | 8,556,152 | (10,258,595) | (1,688,953) |
Beginning balance, shares at Jun. 30, 2021 | 2,000,000 | 40,000,000 | 1,306,890,550 | |||
Sale of common stock | $ 750 | 299,250 | 300,000 | |||
Sale of common stock, shares | 75,000,000 | |||||
Net loss | (2,557,176) | (2,557,176) | ||||
Ending balance, value at Sep. 30, 2021 | $ 20 | $ 400 | $ 13,820 | $ 8,855,402 | $ (12,815,771) | $ (3,946,129) |
Ending balance, shares at Sep. 30, 2021 | 2,000,000 | 40,000,000 | 1,381,890,550 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (3,618,523) | $ (1,764,859) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock compensation | 23,650 | 89,333 |
Depreciation and amortization expense | 186,519 | 66,855 |
Gain on forgiveness of loan | (23,303) | 0 |
Legal fees on convertible notes | 7,000 | 0 |
Loss on settlement of debt | 0 | 18,281 |
Loss on extinguishment of debt | 0 | 64,194 |
Gain on extinguishment of debt | (136,666) | 0 |
Interest expense on extinguishment of debt | 35,014 | 0 |
Loss of sale of assets | 1,527 | 0 |
Gain on settlement of debt | 0 | (10,080) |
Grant income | 0 | (2,000) |
Amortization of debt discount | 413,180 | 103,266 |
Changes in fair value of compound embedded derivative | 354,942 | 787,407 |
Right- of- use asset/liability | 52,830 | 0 |
Changes in operating assets & liabilities | ||
Prepaid expenses | (70,113) | (2,325) |
Inventory | 0 | 5,811 |
Accounts receivable | (8,548) | 0 |
Accounts payable and accrued liabilities | 178,152 | 42,581 |
Deferred revenue | (30,624) | 26,597 |
Net cash used by operating activities | (2,634,963) | (574,939) |
Cash Flows from Investing Activities | ||
Business acquisitions | (165,000) | 0 |
Payments to related parties | 0 | (470) |
Capital expenditures | (256,156) | (128,031) |
Net cash used by investing activities | (421,156) | (128,501) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable | 150,000 | 122,766 |
Proceeds from convertible notes payable | 2,096,681 | 150,000 |
Repayments related to payable due for business combinations | 0 | (15,000) |
Repayments of convertible notes payable | (207,863) | 0 |
Repayment of notes payable | (8,609) | 0 |
Payment to note payable | (2,354) | (4,484) |
Issuance of common stock | 1,180,000 | 465,000 |
Net cash provided by financing activities | 3,207,855 | 718,282 |
Increase in Cash | 151,736 | 14,842 |
Cash at beginning of period | 122,176 | 46,729 |
Cash (and equivalents) at end of period | 273,912 | 61,571 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 8,303 | 599 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Conversion of note payable to equity | $ 0 | $ 490,457 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 6 Months Ended |
Sep. 30, 2021 | |
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 eleven 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 LLC, One More Gym Merrillville LLC, One More Gym Valparaiso LLC, One More Gym Tuscaloosa LLC, One More Gym Birmingham, Inc. and B2 Productions LLC. The consolidated financial statements, which include the accounts of the Company and its eleven 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 eleven 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 U.S. dollars. The fiscal year end is March 31. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2021 | |
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 no 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,” and ASC 815. 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. During the three and six months ended September 30, 2021, the Company did no Other income During the six months ended September 30, 2021 and September 30, 2020, the Company received $ 0 2,000 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 September 30, 2021, 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. In addition, Receivables that are factored through the Company's Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk. 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 six months ended September 30, 2021 and 2020, respectively. Earnings Per Share (EPS) The Company utilize FASB ASC 260, Earnings per Share 810,258,880 The following table sets forth the computation of basic and diluted earnings per share for the six months ended September 30, 2021 and 2020: Schedule of Earnings Per Share, Basic and Diluted September 30, 2021 September 30, 2020 Basic and diluted Net loss $ (3,618,523 ) $ (1,764,859 ) Net loss per share Basic $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares outstanding: Basic & diluted 1,289,383,719 574,198,491 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 September 30, 2021, there were no On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) 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) In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. 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. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Sep. 30, 2021 | |
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 six months ended September 30, 2021, the Company had a net loss of $ 3,618,523 2,634,963 5,589,042 12,815,771 3,946,129 |
REVENUE
REVENUE | 6 Months Ended |
Sep. 30, 2021 | |
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 three and six months ended September 30, 2021 and 2020 are as follows: Schedule of net sales by revenue type For the three months ended September 30, September 30, 2021 (Unaudited) 2020 (Unaudited) Live events $ 283,171 $ 30,318 Gym revenue 376,839 105,609 Net sales $ 660,010 $ 135,927 For the six months ended September 30, September 30, 2021 (Unaudited) 2020 (Unaudited) Live events $ 518,762 $ 30,377 Gym revenue 710,013 165,571 Net sales $ 1,228,775 $ 195,948 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment, net, consisted of the following at September 30, 2021 and March 31, 2021: Schedule of property and equipment As of As of September 30, 2021 March 31, 2021 Gym equipment $ 507,906 $ 420,880 Cages 151,009 132,350 Event assets 116,088 92,117 Furniture and fixtures 16,766 16,766 Production truck gear 11,740 11,740 Production equipment 58,704 32,875 Venue lighting system 38,266 37,250 Leasehold improvements 167,229 43,712 Electronics hardware and software 149,234 124,624 Trucks trailers and vehicles 225,278 197,921 1,442,220 1,110,235 Less: accumulated depreciation (298,043 ) (165,236 ) $ 1,144,177 $ 944,999 Depreciation expense related to these assets for the six months ended September 30, 2021 and 2020 amounted to $ 134,140 38,672 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Intangible assets, net, consisted of the following: Schedule of intangible assets As of As of September 30, 2021 March 31, 2021 Licenses $ 142,248 $ 142,248 Software/website development 12,585 12,585 Customer relationships 216,343 170,031 371,176 324,864 Less: accumulated amortization (152,353 ) (99,974 ) $ 218,823 $ 224,890 Licenses are amortized over 5 3 52,379 28,183 Schedule of amortization expense Estimated amortization expense for each of the next four years: Fiscal year ended March 31, 2022 $ 52,379 Fiscal year ended March 31, 2023 97,873 Fiscal year ended March 31, 2024 61,532 Fiscal year ended March 31, 2025 7,069 Total $ 218,823 |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 6 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS | NOTE 7 – BUSINESS ACQUISITIONS Club Fitness, LLC On April 1, 2021, the Company entered into an agreement for the acquisition of 100% of the equity interest in Club Fitness LLC. The purchase price was $ 125,000 Schedule of business combination purchase allocation Consideration Cash $ 125,000 Fair values of identifiable net assets: Property & equipment: Gym equipment $ 76,689 Intangible assets: Customer relationships 46,311 Total fair value of identifiable net assets $ 125,000 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 $ 76,689 46,311 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Sep. 30, 2021 | |
Notes Payable | |
NOTES PAYABLE | NOTE 8 - NOTES PAYABLE The following is a summary of notes payable as of September 30, 2021 and March 31, 2021: Schedule of notes payable As of As of September 30, March 31, 2021 2021 Notes payable - current maturity: Note Payable PPP SBA Loan $ – $ 15,600 SBA EIDL Loan 10,000 10,000 SBA Loan Payable B2Digital 97,200 97,200 Notes payable – in default: Emry Capital $ 14,000 4 14,000 14,000 Notes payable – long term: WLES LP LLC $ 60,000 5 30,000 30,000 Brian Cox 401K 8,157 12,882 SBA Loan (Hillcrest) 35,400 35,400 SBA Loan (One More Gym, LLC) 52,528 63,047 GS Capital, LLC 153,000 – Total notes payable 400,285 278,129 Less: long-term (90,685 ) (105,929 ) Total $ 309,600 $ 172,200 During the six months ended September 30, 2021, the Company incurred $9,902 in interest expense related to notes payable. During the six months ended September 30, 2021, the Company repaid $ 4,724 During the six months ended September 30, 2021, the bank forgave $6,634 in principal and $1,069 in accrued interest on its SBA Loan (One More Gym, LLC). As a result, the Company recorded $ 7,703 During the six months ended September 30, 2021 the bank forgave the Company’s PPP loan of $15,600. No interest was accrued as of the payoff date. As a result, the Company recorded $ 15,600 |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 9 – CONVERTIBLE NOTE PAYABLE The following is a summary of convertible notes payable as of September 30, 2021: Schedule of convertible notes payable Note* Inception Date Maturity Coupon Face Value Unamortized Discount Carrying Value Note 5 1/27/2020 1/27/2021 8 $ 202,400 $ – $ 202,400 Note 6 2/19/2020 2/19/2021 8 85,800 – 85,800 Note 7 3/10/2020 3/10/2021 8 85,800 – 85,800 Note 8 8/4/2020 8/4/2021 8 156,000 – 156,000 Note 9 10/2/2020 10/2/2021 8 205,000 – 205,000 Note 10 10/15/2020 10/15/2021 8 172,000 7,463 164,537 Note 11 11/2/2020 11/2/2021 8 69,000 3,542 65,458 Note 12 11/12/2020 11/12/2021 8 69,000 2,181 66,819 Note 14 12/10/2020 12/10/2021 8 80,000 7,067 72,933 Note 16 1/14/2021 1/14/2022 8 107,000 13,863 93,137 Note 17 1/27/2021 1/27/2021 8 60,000 9,724 50,276 Note 20 4/30/2021 4/30/2022 8 104,000 2,352 101,648 Note 21 5/25/2021 5/25/2022 8 104,000 4,094 99,906 Note 22 06/24/2021 06/24/2022 8 185,652 45,081 140,571 Note 23 07/01/2021 07/01/2022 8 180,400 30,317 150,083 Note 24 07/24/2021 07/24/2022 8 265,000 60,970 204,030 Note 25 08/04/2021 08/04/2022 8 129,800 31,372 98,428 Note 26 08/11/2021 08/11/2022 8 151,500 35,572 115,928 Note 27 08/16/2021 08/16/2022 8 88,400 24,411 63,989 Note 28 08/20/2021 08/20/2022 8 151,500 40,075 111,425 Note 29 08/30/2021 08/30/2022 8 140,650 34,054 106,596 Note 30 09/02/2021 09/02/2022 8 216,385 58,052 158,333 Note 31 09/17/2021 09/17/2022 8 270,480 63,833 206,647 Note 32 09/30/2021 09/30/2022 8 270,480 63,805 206,675 Total $ 3,550,247 $ 537,828 $ 3,012,419 * Notes 1, 2, 3 and 4 in the amounts of $82,000, $208,000, $27,000 and $62,000, respectively, were fully converted as of March 31, 2021. Between April 1, 2021 and September 30, 2021, the Company issued to “accredited investors,” Convertible Promissory Notes aggregating a principal amount of $ 2,258,247 2,096,681 154,566 7,000 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 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 six months ended September 30, 2021 is as follows: Schedule of amortization expense, interest expense and accrued interest on debt Note Interest Expense Accrued Interest Amortization of Debt Discount Unamortized Note 5 $ 9,183 $ 39,315 $ – $ – Note 6 3,892 15,693 – – Note 7 3,893 14,872 – – Note 8 1,949 14,429 9,379 – Note 9 4,224 16,400 37,415 – Note 10 3,468 13,195 20,501 7,463 Note 11 1,391 5,021 9,572 3,542 Note 12 1,391 4,870 6,137 2,181 Note 14 1,613 5,155 9,447 7,067 Note 16 2,158 6,074 9,205 13,863 Note 17 1,210 3,235 6,244 9,724 Note 18 912 2,370 9,192 24,247 Note 19 1,391 3,478 13,932 33,469 Note 20 2,097 3,488 992 2,352 Note 21 2,097 2,918 1,493 4,094 Note 22 3,744 3,988 12,448 45,081 Note 23 3,598 3,598 8,928 30,317 Note 24 3,775 3,775 10,395 60,970 Note 25 1,622 1,622 5,337 31,372 Note 26 1,660 1,660 6,042 35,572 Note 27 872 872 4,012 24,411 Note 28 1,361 1,361 6,641 40,075 Note 29 956 956 2,653 34,054 Note 30 1,328 1,328 4,433 58,052 Note 31 1,660 1,660 4,996 63,833 Note 32 – – – 63,805 Total $ 61,445 $ 171,333 $ 199,394 $ 595,544 As of September 30, 2021, Note 5, Note 6, and Note 7 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 principal on Note 5 increased by $ 18,400 7,800 7,800 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021: Schedule of derivative liabilities September 30, 2021 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 810,258,880 $ (1,762,774 ) Total 810,258,880 $ (1,762,774 ) The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of September 30, 2020: September 30, 2020 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 183,301,607 $ (599,454 ) Total 183,301,607 $ (599,454 ) 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 September 30, 2021 and 2020: The financings giving rise to derivative financial instruments and the income effects: September 30, 2021 September 30, 2020 Compound embedded derivatives $ (354,942 ) $ (511,975 ) Total (loss) $ (354,942 ) $ (511,975 ) 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 six months ended September 30, 2021 and 2020: The financings giving rise to derivative financial instruments and the income effects: September 30, 2021 September 30, 2020 Compound embedded derivatives $ (665,813 ) $ (787,407 ) Total (loss) $ (665,813 ) $ (787,407 ) The Company’s Convertible Promissory Notes issued between October 4, 2019 and September 30, 2021 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: Significant inputs September 30, 2021 Quoted market price on valuation date $ 0.01 Contractual conversion rate $ 0.00265 0.01 Contractual term to maturity 0.005 Years – 1.0 Years Market volatility: Equivalent Volatility 93.44% - 184.40% Interest rate 8.00 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 September 30, 2021 and March 31, 2021. Schedule of changes in fair value of derivatives September 30, March 31, 2021 2021 Beginning balance $ 1,137,623 $ 58,790 Issuances: Compound embedded derivatives 407,194 732,416 Conversions – (859,352 ) Derivative extinguished / debt repaid in cash (136,666 ) (126,892 ) (Gain) loss on changes in fair value inputs and assumptions reflected in income 354,942 1,332,661 Total $ 1,763,093 $ 1,137,623 |
EQUITY
EQUITY | 6 Months Ended |
Sep. 30, 2021 | |
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. Common Stock Common Stock Issuances for the six months ended September 30, 2020 On April 23, 2020, the Company issued 4,292,915 7,341 On May 8, 2020, the Company issued 12,000,000 30,000 12,000,000 48,281 18,281 On June 16, 2020, the Company issued 4,000,000 14,400 0.0036 On July 10, 2020, the Company issued 4,000,000 14,000 On July 31, 2020, GS Capital converted $ 7,500 488 84,000 5,071,885 5,071,885 16,558 7,500 488 8,570 On August 10, 2020, the Company issued 4,000,000 34,800 On August 13, 2020, the Company sold 13,333,334 100,000 On August 19, 2020, the Company sold 13,333,334 100,000 On August 20, 2020, GS Capital converted $ 12,500 871 84,000 8,468,394 8,468,394 155,914 12,500 871 138,647 3,896 On September 1, 2020, the Company sold 13,333,334 100,000 On September 9, 2020, GS Capital converted $ 55,000 4,075 84,000 12,123,426 12,123,426 262,363 55,000 4,075 142,990 60,298 On September 14, 2020, the Company sold 22,000,000 165,000 On September 30, 2020, the Company issued 3,733,333 26,133 Common Stock Issuances for the six months ended September 30, 2021 On April 1, 2021, the Company issued 50,000,000 200,000 On April 10, 2021, the Company issued 25,000,000 100,000 On April 14, 2021, the Company issued 13,750,000 55,000 On May 13, 2021, the Company issued 50,000,000 200,000 On May 21, 2021 the Company issued 1,500,000 6,450 On May 21, 2021 the Company issued 2,000,000 8,600 On May 21, 2021 the Company issued 2,000,000 8,600 On June 3, 2021, the Company issued 25,000,000 100,000 On June 16, 2021, the Company issued 31,250,000 125,000 On June 25, 2021, the Company issued 25,000,000 100,000 On July 13, 2021, the Company issued 25,000,000 100,000 On July 15, 2021, the Company issued 25,000,000 100,000 On July 21, 2021, the Company issued 25,000,000 100,000 |
LEASES
LEASES | 6 Months Ended |
Sep. 30, 2021 | |
Leases | |
LEASES | NOTE 12 – LEASES Kokomo lease 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. Valparaiso Lease7,624 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 $7,624.50 and the lease expires on December 31, 2023 Merrill Lease 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. The monthly lease payments are $11,189.50 and the lease expires on February 28, 2026 Tuscaloosa Lease In connection with the acquisition of Hillcrest Fitness LLC on December 1, 2020, the Company acquired a facilities lease at 6551 Highway 69 South, Tuscaloosa, AL 35405. The monthly lease payments are $6,000 and the lease expires on March 6, 2024 Birmingham Lease In connection with the acquisition of Club Fitness LLC on April 1, 2021, the Company acquired a facilities lease at 2520 Moody Parkway, Mood, AL 35004. The monthly lease payments are $6,000 and the lease expires on April 30, 2026 Valparaiso Additional Space Lease On August 30, 2021, the Company entered into a facilities lease (“Valparaiso Additional Space”) for 6,380 square feet in Valparaiso, Indiana. The initial lease term is for five years and the lease commencement date is August 30, 2021. The monthly lease payments are $4,250.00 plus Common Area Maintenance (“CAM”) in year 1, $5,316.66 plus (“CAM”) in year 2 and 3, and $6,380.00 plus (“CAM”) in year 4 and 5. The Company has the option to renew at a rental rate of $6,911.66 plus (“CAM”) for years 2029 through 2033. 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: Summary of right-of-use asset September 30, 2021 Kokomo Valparaiso Merrill Lease Tuscaloosa Birmingham Lease Valparaiso Additional Lease Total Office lease $ 375,483 $ 374,360 $ 701,404 $ 222,087 $ 284,745 $ 372,778 $ 2,330,857 Less: accumulated amortization (61,255 ) (102,574 ) (66,088 ) (39,078 ) (18,695 ) (3,114 ) (290,804 ) Right-of-use asset, net $ 314,228 $ 271,786 $ 635,316 $ 183,009 $ 266,050 $ 369,664 $ 2,040,053 Operating lease liability is summarized below: Summary of operating lease liability September 30, 2021 Kokomo Valparaiso Lease Merrill Lease Tuscaloosa Lease Birmingham Lease Valparaiso Additional Lease Total Office lease $ 322,413 $ 271,786 $ 681,570 $ 183,009 $ 266,051 $ 375,884 $ 2,100,713 Less: current portion (63,246 ) (113,315 ) (95,730 ) (56,858 ) (48,163 ) (9,999 ) (387,311 ) Long term portion $ 259,167 $ 158,471 $ 585,840 $ 126,151 $ 217,888 $ 365,885 $ 1,713,402 Maturity of the lease liability is as follows: Summary of maturity of lease liability September 30, 2021 Kokomo Lease Valparaiso Lease Merrill Lease Tuscaloosa Lease Birmingham Lease Valparaiso Additional Lease Total Fiscal year ending March 31, 2022 $ 45,938 $ 67,137 $ 58,756 $ 36,000 $ 36,000 $ 15,780 $ 259,611 Fiscal year ending March 31, 2023 94,172 134,274 201,450 72,000 72,000 63,122 637,018 Fiscal year ending March 31, 2024 98,880 100,706 201,450 72,000 72,000 66,441 611,477 Fiscal year ending March 31, 2025 101,292 – 201,450 30,000 72,000 76,400 481,142 Fiscal year ending March 31, 2026 50,646 – 184,664 – 72,000 79,665 386,974 Fiscal year ending March 31, 2027 – – – – 6,000 89,460 95,460 Fiscal year ending March 31, 2028 – – – – – 89,460 89,460 Fiscal year ending March 31, 2029 – – – – – 67,095 67,095 Present value discount (68,515 ) (30,330 ) (166,199 ) (26,991 ) (63,949 ) (171,540 ) (527,524 ) Lease liability $ 322,413 $ 271,786 $ 681,570 $ 183,009 $ 266,051 $ 375,884 $ 2,100,713 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements. The Company entered into an employment agreement with its Executive Vice President as of November 24, 2017. Under the terms of the agreement, the Company will be liable for severance and other payments under certain conditions. The employment agreement 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. On November 29, 2020, with Greg P. Bell abstaining, the board of directors of the Company approved the Chairman of the Board and Chief Executive Officer & President Agreement dated effective November 23, 2020 with Mr. Bell, the Company’s Chairman of the Board, CEO, and President. The agreement supersedes the previous agreement of the same title dated effective November 24, 2017. The term of the agreement is until Mr. Bell is removed from his executive positions by 80% of the voting control of the Company unless Mr. Bell is legally incapacitated (until legal capacity is regained), as determined by a court of competent jurisdiction or upon Mr. Bell’s death. Mr. Bell can terminate the agreement upon three months’ prior written notice to the Company. Pursuant to the agreement, Mr. Bell is entitled to an annual salary of $ 120,000 40,000,000 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 - SUBSEQUENT EVENTS Convertible Promissory Note On October 8, 2021, the Company entered into an Agreement with Geneva Roth Remark Holdings, Inc. pursuant to which the Company issued to Geneva Roth Remark Holdings, Inc. a Promissory Note in the aggregate principal amount of $86,900. The note has a maturity date of October 8, 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 Roth Remark Holdings, Inc. as set forth in the note. On October 26, 2021, the Company entered into an Agreement with Sixth Street Lending LLC pursuant to which the Company issued to Sixth Street Lending LLC a Promissory Note in the aggregate principal amount of $46,800. The note has a maturity date of October 26, 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. On October 30, 2021, the Company entered into an Agreement with GS Capital pursuant to which the Company issued to GS Capital a Promissory Note in the aggregate principal amount of $270,480. The note has a maturity date of October 19, 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. On November 3, 2021, the Company entered into an Agreement with GS Capital pursuant to which the Company issued to GS Capital a Promissory Note in the aggregate principal amount of $270,480. The note has a maturity date of November 3, 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. Subscription Agreements On October 26, 2021, the Company entered into a Subscription Agreement with Geneva Roth Remark Holdings Amendments to Convertible Promissory Notes Effective October 18, in order to memorialize a prior verbal agreement between the Company and the lender, each of the Company’s notes issued on January 27, 2020, February 19, 2020, March 10, 2020, August 4, 2020, October 2, 2020, October 15, 2020, November 2, 2020, November 12, 2020, December 10, 2020, January 14, 2021, January 27, 2021, May 25, 2021, June 24, 2021, July 24, 2021, August 4, 2021, August 11, 2021, August 20, 2021, August 30, 2021, September 2, 2021, September 17, 2021, and September 30, 2021, respectively, the Company and a lender entered into amendments to the issued convertible promissory notes which extended each of the maturity dates to April 18, 2021. In addition, the lender waived any penalty interest that would have accrued due to any defaults. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2021 | |
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 no |
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,” and ASC 815. |
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. During the three and six months ended September 30, 2021, the Company did no |
Other income | Other income During the six months ended September 30, 2021 and September 30, 2020, the Company received $ 0 2,000 |
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 September 30, 2021, 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. In addition, Receivables that are factored through the Company's Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk. |
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 six months ended September 30, 2021 and 2020, respectively. |
Earnings Per Share (EPS) | Earnings Per Share (EPS) The Company utilize FASB ASC 260, Earnings per Share 810,258,880 The following table sets forth the computation of basic and diluted earnings per share for the six months ended September 30, 2021 and 2020: Schedule of Earnings Per Share, Basic and Diluted September 30, 2021 September 30, 2020 Basic and diluted Net loss $ (3,618,523 ) $ (1,764,859 ) Net loss per share Basic $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares outstanding: Basic & diluted 1,289,383,719 574,198,491 |
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 September 30, 2021, there were no On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718) |
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) In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. 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. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted September 30, 2021 September 30, 2020 Basic and diluted Net loss $ (3,618,523 ) $ (1,764,859 ) Net loss per share Basic $ (0.00 ) $ (0.00 ) Diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares outstanding: Basic & diluted 1,289,383,719 574,198,491 |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of net sales by revenue type | Schedule of net sales by revenue type For the three months ended September 30, September 30, 2021 (Unaudited) 2020 (Unaudited) Live events $ 283,171 $ 30,318 Gym revenue 376,839 105,609 Net sales $ 660,010 $ 135,927 For the six months ended September 30, September 30, 2021 (Unaudited) 2020 (Unaudited) Live events $ 518,762 $ 30,377 Gym revenue 710,013 165,571 Net sales $ 1,228,775 $ 195,948 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment As of As of September 30, 2021 March 31, 2021 Gym equipment $ 507,906 $ 420,880 Cages 151,009 132,350 Event assets 116,088 92,117 Furniture and fixtures 16,766 16,766 Production truck gear 11,740 11,740 Production equipment 58,704 32,875 Venue lighting system 38,266 37,250 Leasehold improvements 167,229 43,712 Electronics hardware and software 149,234 124,624 Trucks trailers and vehicles 225,278 197,921 1,442,220 1,110,235 Less: accumulated depreciation (298,043 ) (165,236 ) $ 1,144,177 $ 944,999 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets As of As of September 30, 2021 March 31, 2021 Licenses $ 142,248 $ 142,248 Software/website development 12,585 12,585 Customer relationships 216,343 170,031 371,176 324,864 Less: accumulated amortization (152,353 ) (99,974 ) $ 218,823 $ 224,890 |
Schedule of amortization expense | Schedule of amortization expense Estimated amortization expense for each of the next four years: Fiscal year ended March 31, 2022 $ 52,379 Fiscal year ended March 31, 2023 97,873 Fiscal year ended March 31, 2024 61,532 Fiscal year ended March 31, 2025 7,069 Total $ 218,823 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of business combination purchase allocation | Schedule of business combination purchase allocation Consideration Cash $ 125,000 Fair values of identifiable net assets: Property & equipment: Gym equipment $ 76,689 Intangible assets: Customer relationships 46,311 Total fair value of identifiable net assets $ 125,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Notes Payable | |
Schedule of notes payable | Schedule of notes payable As of As of September 30, March 31, 2021 2021 Notes payable - current maturity: Note Payable PPP SBA Loan $ – $ 15,600 SBA EIDL Loan 10,000 10,000 SBA Loan Payable B2Digital 97,200 97,200 Notes payable – in default: Emry Capital $ 14,000 4 14,000 14,000 Notes payable – long term: WLES LP LLC $ 60,000 5 30,000 30,000 Brian Cox 401K 8,157 12,882 SBA Loan (Hillcrest) 35,400 35,400 SBA Loan (One More Gym, LLC) 52,528 63,047 GS Capital, LLC 153,000 – Total notes payable 400,285 278,129 Less: long-term (90,685 ) (105,929 ) Total $ 309,600 $ 172,200 |
CONVERTIBLE NOTE PAYABLE (Table
CONVERTIBLE NOTE PAYABLE (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Schedule of convertible notes payable Note* Inception Date Maturity Coupon Face Value Unamortized Discount Carrying Value Note 5 1/27/2020 1/27/2021 8 $ 202,400 $ – $ 202,400 Note 6 2/19/2020 2/19/2021 8 85,800 – 85,800 Note 7 3/10/2020 3/10/2021 8 85,800 – 85,800 Note 8 8/4/2020 8/4/2021 8 156,000 – 156,000 Note 9 10/2/2020 10/2/2021 8 205,000 – 205,000 Note 10 10/15/2020 10/15/2021 8 172,000 7,463 164,537 Note 11 11/2/2020 11/2/2021 8 69,000 3,542 65,458 Note 12 11/12/2020 11/12/2021 8 69,000 2,181 66,819 Note 14 12/10/2020 12/10/2021 8 80,000 7,067 72,933 Note 16 1/14/2021 1/14/2022 8 107,000 13,863 93,137 Note 17 1/27/2021 1/27/2021 8 60,000 9,724 50,276 Note 20 4/30/2021 4/30/2022 8 104,000 2,352 101,648 Note 21 5/25/2021 5/25/2022 8 104,000 4,094 99,906 Note 22 06/24/2021 06/24/2022 8 185,652 45,081 140,571 Note 23 07/01/2021 07/01/2022 8 180,400 30,317 150,083 Note 24 07/24/2021 07/24/2022 8 265,000 60,970 204,030 Note 25 08/04/2021 08/04/2022 8 129,800 31,372 98,428 Note 26 08/11/2021 08/11/2022 8 151,500 35,572 115,928 Note 27 08/16/2021 08/16/2022 8 88,400 24,411 63,989 Note 28 08/20/2021 08/20/2022 8 151,500 40,075 111,425 Note 29 08/30/2021 08/30/2022 8 140,650 34,054 106,596 Note 30 09/02/2021 09/02/2022 8 216,385 58,052 158,333 Note 31 09/17/2021 09/17/2022 8 270,480 63,833 206,647 Note 32 09/30/2021 09/30/2022 8 270,480 63,805 206,675 Total $ 3,550,247 $ 537,828 $ 3,012,419 |
Schedule of amortization expense, interest expense and accrued interest on debt | Schedule of amortization expense, interest expense and accrued interest on debt Note Interest Expense Accrued Interest Amortization of Debt Discount Unamortized Note 5 $ 9,183 $ 39,315 $ – $ – Note 6 3,892 15,693 – – Note 7 3,893 14,872 – – Note 8 1,949 14,429 9,379 – Note 9 4,224 16,400 37,415 – Note 10 3,468 13,195 20,501 7,463 Note 11 1,391 5,021 9,572 3,542 Note 12 1,391 4,870 6,137 2,181 Note 14 1,613 5,155 9,447 7,067 Note 16 2,158 6,074 9,205 13,863 Note 17 1,210 3,235 6,244 9,724 Note 18 912 2,370 9,192 24,247 Note 19 1,391 3,478 13,932 33,469 Note 20 2,097 3,488 992 2,352 Note 21 2,097 2,918 1,493 4,094 Note 22 3,744 3,988 12,448 45,081 Note 23 3,598 3,598 8,928 30,317 Note 24 3,775 3,775 10,395 60,970 Note 25 1,622 1,622 5,337 31,372 Note 26 1,660 1,660 6,042 35,572 Note 27 872 872 4,012 24,411 Note 28 1,361 1,361 6,641 40,075 Note 29 956 956 2,653 34,054 Note 30 1,328 1,328 4,433 58,052 Note 31 1,660 1,660 4,996 63,833 Note 32 – – – 63,805 Total $ 61,445 $ 171,333 $ 199,394 $ 595,544 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities | Schedule of derivative liabilities September 30, 2021 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 810,258,880 $ (1,762,774 ) Total 810,258,880 $ (1,762,774 ) The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of September 30, 2020: September 30, 2020 The financings giving rise to derivative financial instruments Indexed Fair Compound embedded derivatives 183,301,607 $ (599,454 ) Total 183,301,607 $ (599,454 ) 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 September 30, 2021 and 2020: The financings giving rise to derivative financial instruments and the income effects: September 30, 2021 September 30, 2020 Compound embedded derivatives $ (354,942 ) $ (511,975 ) Total (loss) $ (354,942 ) $ (511,975 ) 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 six months ended September 30, 2021 and 2020: The financings giving rise to derivative financial instruments and the income effects: September 30, 2021 September 30, 2020 Compound embedded derivatives $ (665,813 ) $ (787,407 ) Total (loss) $ (665,813 ) $ (787,407 ) |
Significant inputs | Significant inputs September 30, 2021 Quoted market price on valuation date $ 0.01 Contractual conversion rate $ 0.00265 0.01 Contractual term to maturity 0.005 Years – 1.0 Years Market volatility: Equivalent Volatility 93.44% - 184.40% Interest rate 8.00 |
Schedule of changes in fair value of derivatives | Schedule of changes in fair value of derivatives September 30, March 31, 2021 2021 Beginning balance $ 1,137,623 $ 58,790 Issuances: Compound embedded derivatives 407,194 732,416 Conversions – (859,352 ) Derivative extinguished / debt repaid in cash (136,666 ) (126,892 ) (Gain) loss on changes in fair value inputs and assumptions reflected in income 354,942 1,332,661 Total $ 1,763,093 $ 1,137,623 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Sep. 30, 2021 | |
Leases | |
Summary of right-of-use asset | Summary of right-of-use asset September 30, 2021 Kokomo Valparaiso Merrill Lease Tuscaloosa Birmingham Lease Valparaiso Additional Lease Total Office lease $ 375,483 $ 374,360 $ 701,404 $ 222,087 $ 284,745 $ 372,778 $ 2,330,857 Less: accumulated amortization (61,255 ) (102,574 ) (66,088 ) (39,078 ) (18,695 ) (3,114 ) (290,804 ) Right-of-use asset, net $ 314,228 $ 271,786 $ 635,316 $ 183,009 $ 266,050 $ 369,664 $ 2,040,053 |
Summary of operating lease liability | Summary of operating lease liability September 30, 2021 Kokomo Valparaiso Lease Merrill Lease Tuscaloosa Lease Birmingham Lease Valparaiso Additional Lease Total Office lease $ 322,413 $ 271,786 $ 681,570 $ 183,009 $ 266,051 $ 375,884 $ 2,100,713 Less: current portion (63,246 ) (113,315 ) (95,730 ) (56,858 ) (48,163 ) (9,999 ) (387,311 ) Long term portion $ 259,167 $ 158,471 $ 585,840 $ 126,151 $ 217,888 $ 365,885 $ 1,713,402 |
ACCOUNTING POLICIES (Details)
ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Net loss | $ (3,618,523) | $ (1,764,859) | ||
Net loss per share | ||||
Basic | $ 0 | $ 0 | ||
Diluted | $ 0 | $ 0 | ||
Weighted average number of shares outstanding: | ||||
Basic & diluted | 1,369,390,550 | 597,871,392 | 1,289,383,719 | 574,198,491 |
ACCOUNTING POLICIES (Details Na
ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cash in excess of FDIC limit | $ 0 | $ 0 | |
Property useful life | 3 to 7 years | ||
Impairment of goodwill | $ 0 | ||
Grant income | $ 0 | $ 2,000 | |
Anti-dilutive securities | 810,258,880 | ||
Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding | 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Net Income (Loss) Attributable to Parent | $ 3,618,523 | $ 1,764,859 | ||||
Net Cash Provided by (Used in) Operating Activities | 2,634,963 | 574,939 | ||||
Working Capital | 5,589,042 | |||||
Accumulated Deficit | 12,815,771 | $ 9,197,248 | ||||
Stockholders equity | $ 3,946,129 | $ 931,436 | $ 1,688,953 | $ 1,533,336 | $ 636,851 | $ 211,367 |
REVENUE (Details - Net sales by
REVENUE (Details - Net sales by revenue type) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 660,010 | $ 135,927 | $ 1,228,775 | $ 195,948 |
Live Events [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 283,171 | 30,318 | 518,762 | 30,377 |
Gym [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 376,839 | $ 105,609 | $ 710,013 | $ 165,571 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,442,220 | $ 1,110,235 |
Less: accumulated depreciation | (298,043) | (165,236) |
Total fixed assets | 1,144,177 | 944,999 |
Gym Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 507,906 | 420,880 |
Cages [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 151,009 | 132,350 |
Event Assets [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 116,088 | 92,117 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 16,766 | 16,766 |
Production Truck Gear [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 11,740 | 11,740 |
Production Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 58,704 | 32,875 |
Venue Lighting System [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 38,266 | 37,250 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 167,229 | 43,712 |
Electronics [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 149,234 | 124,624 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 225,278 | $ 197,921 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 134,140 | $ 38,672 |
INTANGIBLE ASSETS (Details - In
INTANGIBLE ASSETS (Details - Intangible assets, net) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 371,176 | $ 324,864 |
Less: accumulated amortization | (152,353) | (99,974) |
Intangible assets net | 218,823 | 224,890 |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 142,248 | 142,248 |
Software Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 12,585 | 12,585 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 216,343 | $ 170,031 |
INTANGIBLE ASSETS (Details - Es
INTANGIBLE ASSETS (Details - Estimated amortization expense) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Fiscal year ended March 31, 2022 | $ 52,379 | |
Fiscal year ended March 31, 2023 | 97,873 | |
Fiscal year ended March 31, 2024 | 61,532 | |
Fiscal year ended March 31, 2025 | 7,069 | |
Total | $ 218,823 | $ 224,890 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization | $ 52,379 | $ 28,183 |
Licensing Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years |
BUSINESS ACQUISITIONS (Details
BUSINESS ACQUISITIONS (Details - allocation of purchase) - Club Fitness [Member] | Apr. 02, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 125,000 |
Total fair value of identifiable net assets | 125,000 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Intangible assets | 46,311 |
Gym Equipment [Member] | |
Business Acquisition [Line Items] | |
Property & equipment | $ 76,689 |
BUSINESS ACQUISITIONS (Detail_2
BUSINESS ACQUISITIONS (Details Narrative) - Club Fitness [Member] | Apr. 02, 2021USD ($) |
Business Acquisition [Line Items] | |
Payments to Acquire Businesses, Gross | $ 125,000 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Intangible assets | 46,311 |
Gym Equipment [Member] | |
Business Acquisition [Line Items] | |
Property & equipment | $ 76,689 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Short-term Debt [Line Items] | ||
Total notes payable | $ 400,285 | $ 278,129 |
Note payable- long-term | 90,685 | 105,929 |
Less: long-term | (90,685) | (105,929) |
Short-term | 309,600 | 172,200 |
Wles Lp [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 30,000 | 30,000 |
Debt stated interest rate | 5.00% | |
Note payable- long-term | $ 60,000 | |
Brian Cox [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 8,157 | 12,882 |
S B A Loan Hillcrest [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 35,400 | 35,400 |
Small Business Loan [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 52,528 | 63,047 |
G S Capital [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 153,000 | 0 |
P P P S B A Loan [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 0 | 15,600 |
E I D L Loan [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 10,000 | 10,000 |
B 2 Digital [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 97,200 | 97,200 |
Emry Capital [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 14,000 | $ 14,000 |
Note payable- current maturity | $ 14,000 | |
Debt stated interest rate | 4.00% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Gain on forgiveness of loan | $ 0 | $ 5,040 | $ 23,303 | $ 10,080 |
Brian Cox [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayment of Loan payable | 4,724 | |||
Small Business Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Gain on forgiveness of loan | 7,703 | |||
P P P Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Gain on forgiveness of loan | $ 15,600 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details - Convertible note payable) | 6 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Instrument [Line Items] | |
Face Value | $ 3,550,247 |
Unamortized Discount | 537,828 |
Carrying Value | $ 3,012,419 |
Convertible Note 5 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jan. 27, 2020 |
Maturity | Jan. 27, 2021 |
Coupon | 8.00% |
Face Value | $ 202,400 |
Unamortized Discount | 0 |
Carrying Value | $ 202,400 |
Convertible Note 6 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Feb. 19, 2020 |
Maturity | Feb. 19, 2021 |
Coupon | 8.00% |
Face Value | $ 85,800 |
Unamortized Discount | 0 |
Carrying Value | $ 85,800 |
Convertible Note 7 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Mar. 10, 2020 |
Maturity | Mar. 10, 2021 |
Coupon | 8.00% |
Face Value | $ 85,800 |
Unamortized Discount | 0 |
Carrying Value | $ 85,800 |
Convertible Note 8 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Aug. 4, 2020 |
Maturity | Aug. 4, 2021 |
Coupon | 8.00% |
Face Value | $ 156,000 |
Unamortized Discount | 0 |
Carrying Value | $ 156,000 |
Convertible Note 9 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Oct. 2, 2020 |
Maturity | Oct. 2, 2021 |
Coupon | 8.00% |
Face Value | $ 205,000 |
Unamortized Discount | 0 |
Carrying Value | $ 205,000 |
Convertible Note 10 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Oct. 15, 2020 |
Maturity | Oct. 15, 2021 |
Coupon | 8.00% |
Face Value | $ 172,000 |
Unamortized Discount | 7,463 |
Carrying Value | $ 164,537 |
Convertible Note 11 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Nov. 2, 2020 |
Maturity | Nov. 2, 2021 |
Coupon | 8.00% |
Face Value | $ 69,000 |
Unamortized Discount | 3,542 |
Carrying Value | $ 65,458 |
Convertible Note 12 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Nov. 12, 2020 |
Maturity | Nov. 12, 2021 |
Coupon | 8.00% |
Face Value | $ 69,000 |
Unamortized Discount | 2,181 |
Carrying Value | $ 66,819 |
Convertible Note 14 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Dec. 10, 2020 |
Maturity | Dec. 10, 2021 |
Coupon | 8.00% |
Face Value | $ 80,000 |
Unamortized Discount | 7,067 |
Carrying Value | $ 72,933 |
Convertible Note 16 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jan. 14, 2021 |
Maturity | Jan. 14, 2022 |
Coupon | 8.00% |
Face Value | $ 107,000 |
Unamortized Discount | 13,863 |
Carrying Value | $ 93,137 |
Convertible Note 17 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jan. 27, 2021 |
Maturity | Jan. 27, 2021 |
Coupon | 8.00% |
Face Value | $ 60,000 |
Unamortized Discount | 9,724 |
Carrying Value | $ 50,276 |
Convertible Note 20 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Apr. 30, 2021 |
Maturity | Apr. 30, 2022 |
Coupon | 8.00% |
Face Value | $ 104,000 |
Unamortized Discount | 2,352 |
Carrying Value | $ 101,648 |
Convertible Note 21 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | May 25, 2021 |
Maturity | May 25, 2022 |
Coupon | 8.00% |
Face Value | $ 104,000 |
Unamortized Discount | 4,094 |
Carrying Value | $ 99,906 |
Convertible Note 22 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jun. 24, 2021 |
Maturity | Jun. 24, 2022 |
Coupon | 8.00% |
Face Value | $ 185,652 |
Unamortized Discount | 45,081 |
Carrying Value | $ 140,571 |
Convertible Note 23 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jul. 1, 2021 |
Maturity | Jul. 1, 2022 |
Coupon | 8.00% |
Face Value | $ 180,400 |
Unamortized Discount | 30,317 |
Carrying Value | $ 150,083 |
Convertible Note 24 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Jul. 24, 2021 |
Maturity | Jul. 24, 2022 |
Coupon | 8.00% |
Face Value | $ 265,000 |
Unamortized Discount | 60,970 |
Carrying Value | $ 204,030 |
Convertible Note 25 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Aug. 4, 2021 |
Maturity | Aug. 4, 2022 |
Coupon | 8.00% |
Face Value | $ 129,800 |
Unamortized Discount | 31,372 |
Carrying Value | $ 98,428 |
Convertible Note 26 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Aug. 11, 2021 |
Maturity | Aug. 11, 2022 |
Coupon | 8.00% |
Face Value | $ 151,500 |
Unamortized Discount | 35,572 |
Carrying Value | $ 115,928 |
Convertible Note 27 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Aug. 16, 2021 |
Maturity | Aug. 16, 2022 |
Coupon | 8.00% |
Face Value | $ 88,400 |
Unamortized Discount | 24,411 |
Carrying Value | $ 63,989 |
Convertible Note 28 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Aug. 20, 2021 |
Maturity | Aug. 20, 2022 |
Coupon | 8.00% |
Face Value | $ 151,500 |
Unamortized Discount | 40,075 |
Carrying Value | $ 111,425 |
Convertible Note 29 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Aug. 30, 2021 |
Maturity | Aug. 30, 2022 |
Coupon | 8.00% |
Face Value | $ 140,650 |
Unamortized Discount | 34,054 |
Carrying Value | $ 106,596 |
Convertible Note 30 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Sep. 2, 2021 |
Maturity | Sep. 2, 2022 |
Coupon | 8.00% |
Face Value | $ 216,385 |
Unamortized Discount | 58,052 |
Carrying Value | $ 158,333 |
Convertible Note 31 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Sep. 17, 2021 |
Maturity | Sep. 17, 2022 |
Coupon | 8.00% |
Face Value | $ 270,480 |
Unamortized Discount | 63,833 |
Carrying Value | $ 206,647 |
Convertible Note 32 [Member] | |
Debt Instrument [Line Items] | |
Inception Date | Sep. 30, 2021 |
Maturity | Sep. 30, 2022 |
Coupon | 8.00% |
Face Value | $ 270,480 |
Unamortized Discount | 63,805 |
Carrying Value | $ 206,675 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details - Amortization expense, interest expense and accrued interest) | 6 Months Ended |
Sep. 30, 2021USD ($) | |
Debt Instrument [Line Items] | |
Interest Expense | $ 61,445 |
Accrued Interest Balance | 171,333 |
Amortization of Debt Discount | 199,394 |
Unamortized Discount | 537,828 |
Unamortized Discount | 595,544 |
Convertible Note 5 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 9,183 |
Accrued Interest Balance | 39,315 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 6 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,892 |
Accrued Interest Balance | 15,693 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 7 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,893 |
Accrued Interest Balance | 14,872 |
Amortization of Debt Discount | 0 |
Unamortized Discount | 0 |
Convertible Note 8 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,949 |
Accrued Interest Balance | 14,429 |
Amortization of Debt Discount | 9,379 |
Unamortized Discount | 0 |
Convertible Note 9 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 4,224 |
Accrued Interest Balance | 16,400 |
Amortization of Debt Discount | 37,415 |
Unamortized Discount | 0 |
Convertible Note 10 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,468 |
Accrued Interest Balance | 13,195 |
Amortization of Debt Discount | 20,501 |
Unamortized Discount | 7,463 |
Convertible Note 11 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,391 |
Accrued Interest Balance | 5,021 |
Amortization of Debt Discount | 9,572 |
Unamortized Discount | 3,542 |
Convertible Note 12 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,391 |
Accrued Interest Balance | 4,870 |
Amortization of Debt Discount | 6,137 |
Unamortized Discount | 2,181 |
Convertible Note 14 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,613 |
Accrued Interest Balance | 5,155 |
Amortization of Debt Discount | 9,447 |
Unamortized Discount | 7,067 |
Convertible Note 16 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 2,158 |
Accrued Interest Balance | 6,074 |
Amortization of Debt Discount | 9,205 |
Unamortized Discount | 13,863 |
Convertible Note 17 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,210 |
Accrued Interest Balance | 3,235 |
Amortization of Debt Discount | 6,244 |
Unamortized Discount | 9,724 |
Convertible Note 18 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 912 |
Accrued Interest Balance | 2,370 |
Amortization of Debt Discount | 9,192 |
Unamortized Discount | 24,247 |
Convertible Note 19 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,391 |
Accrued Interest Balance | 3,478 |
Amortization of Debt Discount | 13,932 |
Unamortized Discount | 33,469 |
Convertible Note 20 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 2,097 |
Accrued Interest Balance | 3,488 |
Amortization of Debt Discount | 992 |
Unamortized Discount | 2,352 |
Convertible Note 21 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 2,097 |
Accrued Interest Balance | 2,918 |
Amortization of Debt Discount | 1,493 |
Unamortized Discount | 4,094 |
Convertible Note 22 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,744 |
Accrued Interest Balance | 3,988 |
Amortization of Debt Discount | 12,448 |
Unamortized Discount | 45,081 |
Convertible Note 23 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,598 |
Accrued Interest Balance | 3,598 |
Amortization of Debt Discount | 8,928 |
Unamortized Discount | 30,317 |
Convertible Note 24 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 3,775 |
Accrued Interest Balance | 3,775 |
Amortization of Debt Discount | 10,395 |
Unamortized Discount | 60,970 |
Convertible Note 25 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,622 |
Accrued Interest Balance | 1,622 |
Amortization of Debt Discount | 5,337 |
Unamortized Discount | 31,372 |
Convertible Note 25a [Member] | |
Debt Instrument [Line Items] | |
Unamortized Discount | 31,372 |
Convertible Note 26 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,660 |
Accrued Interest Balance | 1,660 |
Amortization of Debt Discount | 6,042 |
Unamortized Discount | 35,572 |
Convertible Note 27 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 872 |
Accrued Interest Balance | 872 |
Amortization of Debt Discount | 4,012 |
Unamortized Discount | 24,411 |
Convertible Note 28 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,361 |
Accrued Interest Balance | 1,361 |
Amortization of Debt Discount | 6,641 |
Unamortized Discount | 40,075 |
Convertible Note 29 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 956 |
Accrued Interest Balance | 956 |
Amortization of Debt Discount | 2,653 |
Unamortized Discount | 34,054 |
Convertible Note 30 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,328 |
Accrued Interest Balance | 1,328 |
Amortization of Debt Discount | 4,433 |
Unamortized Discount | 58,052 |
Convertible Note 31 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 1,660 |
Accrued Interest Balance | 1,660 |
Amortization of Debt Discount | 4,996 |
Unamortized Discount | 63,833 |
Convertible Note 32 [Member] | |
Debt Instrument [Line Items] | |
Interest Expense | 0 |
Accrued Interest Balance | 0 |
Amortization of Debt Discount | 0 |
Unamortized Discount | $ 63,805 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||
Debt face amount | $ 3,550,247 | |
Net proceeds | 2,096,681 | $ 150,000 |
Legal fees | 7,000 | |
Convertible Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Debt face amount | 2,258,247 | |
Original issue discount | 154,566 | |
Convertible Notes 1 [Member] | ||
Debt Instrument [Line Items] | ||
Net proceeds | 2,096,681 | |
Convertible Note 5 [Member] | ||
Debt Instrument [Line Items] | ||
Debt face amount | 202,400 | |
Principal increases | 18,400 | |
Convertible Note 6 [Member] | ||
Debt Instrument [Line Items] | ||
Debt face amount | 85,800 | |
Principal increases | 7,800 | |
Convertible Note 7 [Member] | ||
Debt Instrument [Line Items] | ||
Debt face amount | 85,800 | |
Principal increases | $ 7,800 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS (Details - Derivative liabilities) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Compound embedded derivatives, shares | 810,258,880 | 183,301,607 | 810,258,880 | 183,301,607 |
Compound embedded derivatives, value | $ (1,762,774) | $ (599,454) | $ (1,762,774) | $ (599,454) |
Compound embedded derivatives | $ (354,942) | $ (511,975) | $ (665,813) | $ (787,407) |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS (Details - Significant inputs) | 6 Months Ended |
Sep. 30, 2021$ / shares | |
Derivative [Line Items] | |
Quoted market price on valuation date | 0.01 |
Contractual term to maturity | 0.005 Years – 1.0 Years |
Equivalent Volatility | 93.44% - 184.40% |
Interest rate | 8.00% |
Minimum [Member] | |
Derivative [Line Items] | |
Contractual conversion rate | $ 0.00265 |
Maximum [Member] | |
Derivative [Line Items] | |
Contractual conversion rate | $ 0.01 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS (Details - Change in fair value) - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities, beginning balance | $ 1,137,623 | $ 58,790 |
Compound embedded derivatives | 407,194 | 732,416 |
Conversions | 0 | (859,352) |
Derivative extinguished / debt repaid in cash | (136,666) | (126,892) |
Loss (gain) on changes in fair value inputs and assumptions reflected in income | 354,942 | 1,332,661 |
Derivative liabilities, ending balance | $ 1,763,093 | $ 1,137,623 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Apr. 14, 2021 | Apr. 10, 2021 | Apr. 02, 2021 | Sep. 09, 2020 | Aug. 10, 2020 | Jul. 10, 2020 | May 13, 2021 | Sep. 20, 2020 | Aug. 20, 2020 | Jul. 31, 2020 | Jun. 16, 2020 | May 08, 2020 | Apr. 23, 2020 | Jun. 03, 2021 | May 21, 2021 | Sep. 30, 2021 | Jul. 15, 2021 | Jul. 13, 2021 | Jun. 30, 2021 | Jun. 25, 2021 | Jun. 16, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jul. 21, 2021 | Aug. 13, 2020 | Sep. 14, 2020 | Sep. 02, 2020 | Aug. 19, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Oct. 20, 2020 |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares converted, value | $ 0 | $ 859,352 | ||||||||||||||||||||||||||||||
Number of shares issued, value | $ 300,000 | $ 880,000 | $ 465,000 | $ 14,400 | ||||||||||||||||||||||||||||
Stock issued for services, value | $ 23,650 | 74,933 | ||||||||||||||||||||||||||||||
Principal amount | 3,550,247 | 3,550,247 | ||||||||||||||||||||||||||||||
Accrued interest | 171,333 | 171,333 | ||||||||||||||||||||||||||||||
Derivative liabilities | $ 1,763,093 | 1,763,093 | $ 1,137,623 | |||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 1,180,000 | $ 465,000 | ||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 434,835 | $ 55,622 | ||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued new, shares | 13,333,334 | 22,000,000 | 13,333,334 | 13,333,334 | ||||||||||||||||||||||||||||
Stock issued for services, shares | 3,733,333 | |||||||||||||||||||||||||||||||
Stock issued for services, value | $ 26,133 | |||||||||||||||||||||||||||||||
Share price | $ 0.0036 | |||||||||||||||||||||||||||||||
Proceeds from sale of stock | $ 100,000 | $ 165,000 | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||
G S Capital [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Debt conversion shares issued | 4,292,915 | |||||||||||||||||||||||||||||||
Number of shares converted, value | $ 84,000 | $ 84,000 | $ 84,000 | $ 7,341 | ||||||||||||||||||||||||||||
Stock issued new, shares | 12,123,426 | 8,468,394 | 5,071,885 | |||||||||||||||||||||||||||||
Number of shares issued, value | $ 262,363 | $ 155,914 | $ 16,558 | |||||||||||||||||||||||||||||
Number of shares converted | 12,123,426 | 8,468,394 | 5,071,885 | |||||||||||||||||||||||||||||
Principal amount | $ 55,000 | $ 7,500 | $ 12,500 | |||||||||||||||||||||||||||||
Accrued interest | 4,075 | $ 871 | 488 | |||||||||||||||||||||||||||||
Derivative liabilities | 142,990 | 138,647 | 8,570 | |||||||||||||||||||||||||||||
Loss on extinguishment of debt | 60,298 | 3,896 | ||||||||||||||||||||||||||||||
G S Capital [Member] | Principal [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares converted, value | 55,000 | 12,500 | 7,500 | |||||||||||||||||||||||||||||
G S Capital [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares converted, value | $ 4,075 | $ 871 | $ 488 | |||||||||||||||||||||||||||||
G S Capital [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued for conversion of note, shares | 13,750,000 | 50,000,000 | 50,000,000 | 25,000,000 | 31,250,000 | 25,000,000 | ||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 55,000 | $ 200,000 | $ 200,000 | $ 100,000 | $ 125,000 | $ 100,000 | ||||||||||||||||||||||||||
W L E S L P L L C [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Debt conversion shares issued | 12,000,000 | |||||||||||||||||||||||||||||||
Number of shares converted, value | $ 30,000 | |||||||||||||||||||||||||||||||
Stock issued new, shares | 12,000,000 | |||||||||||||||||||||||||||||||
Number of shares issued, value | $ 48,281 | |||||||||||||||||||||||||||||||
Loss on settlement of debt | $ 18,281 | |||||||||||||||||||||||||||||||
Veyo Partners [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued for services, shares | 4,000,000 | 4,000,000 | 4,000,000 | |||||||||||||||||||||||||||||
Stock issued for services, value | $ 34,800 | $ 14,000 | $ 14,400 | |||||||||||||||||||||||||||||
A E S Capital [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued for conversion of note, shares | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||
Rex Chan [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued for services, shares | 1,500,000 | |||||||||||||||||||||||||||||||
Stock issued for services, value | $ 6,450 | |||||||||||||||||||||||||||||||
B M Giancarlo [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued for services, shares | 2,000,000 | |||||||||||||||||||||||||||||||
Stock issued for services, value | $ 8,600 | |||||||||||||||||||||||||||||||
Carlos Diaz [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued for services, shares | 2,000,000 | |||||||||||||||||||||||||||||||
Stock issued for services, value | $ 8,600 | |||||||||||||||||||||||||||||||
Geneva Roth [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued for conversion of note, shares | 25,000,000 | |||||||||||||||||||||||||||||||
Stock issued conversion of note, amount | $ 100,000 |
LEASES (Details - Right-of-use
LEASES (Details - Right-of-use asset) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Office lease | $ 2,330,857 | |
Less: accumulated amortization | (290,804) | |
Right-of-use asset, net | 2,040,053 | $ 1,575,792 |
Kokomo Lease [Member] | ||
Office lease | 375,483 | |
Less: accumulated amortization | (61,255) | |
Right-of-use asset, net | 314,228 | |
Valparaiso Lease [Member] | ||
Office lease | 374,360 | |
Less: accumulated amortization | (102,574) | |
Right-of-use asset, net | 271,786 | |
Merrill Lease [Member] | ||
Office lease | 701,404 | |
Less: accumulated amortization | (66,088) | |
Right-of-use asset, net | 635,316 | |
Tuscaloosa Lease [Member] | ||
Office lease | 222,087 | |
Less: accumulated amortization | (39,078) | |
Right-of-use asset, net | 183,009 | |
Birmingham Lease [Member] | ||
Office lease | 284,745 | |
Less: accumulated amortization | (18,695) | |
Right-of-use asset, net | 266,050 | |
Valparaiso Lease Additional [Member] | ||
Office lease | 372,778 | |
Less: accumulated amortization | (3,114) | |
Right-of-use asset, net | $ 369,664 |
LEASES (Details - Operating lea
LEASES (Details - Operating lease liability) - USD ($) | Sep. 30, 2021 | Mar. 31, 2021 |
Office lease | $ 2,100,713 | |
Less: current portion | (387,311) | $ (264,165) |
Long term portion | 1,713,402 | $ 1,319,457 |
Kokomo Lease [Member] | ||
Office lease | 322,413 | |
Less: current portion | (63,246) | |
Long term portion | 259,167 | |
Valparaiso Lease [Member] | ||
Office lease | 271,786 | |
Less: current portion | (113,315) | |
Long term portion | 158,471 | |
Merrill Lease [Member] | ||
Office lease | 681,570 | |
Less: current portion | (95,730) | |
Long term portion | 585,840 | |
Tuscaloosa Lease [Member] | ||
Office lease | 183,009 | |
Less: current portion | (56,858) | |
Long term portion | 126,151 | |
Birmingham Lease [Member] | ||
Office lease | 266,051 | |
Less: current portion | (48,163) | |
Long term portion | 217,888 | |
Valparaiso Lease Additional [Member] | ||
Office lease | 375,884 | |
Less: current portion | (9,999) | |
Long term portion | $ 365,885 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Apr. 02, 2021 | Oct. 06, 2020 | Dec. 01, 2020 | Sep. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fiscal year ending March 31, 2022 | $ 259,611 | |||
Fiscal year ending March 31, 2023 | 637,018 | |||
Fiscal year ending March 31, 2024 | 611,477 | |||
Fiscal year ending March 31, 2025 | 481,142 | |||
Fiscal year ending March 31, 2026 | 386,974 | |||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSix-0] | 95,460 | |||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSeven-0] | 89,460 | |||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearEight-0] | 67,095 | |||
Present value discount | (527,524) | |||
Lease liability | 2,100,713 | |||
Kokomo Lease [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fiscal year ending March 31, 2022 | 45,938 | |||
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 | |||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSix-0] | ||||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSeven-0] | ||||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearEight-0] | ||||
Present value discount | (68,515) | |||
Lease liability | 322,413 | |||
Valparaiso Lease [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fiscal year ending March 31, 2022 | 67,137 | |||
Fiscal year ending March 31, 2023 | 134,274 | |||
Fiscal year ending March 31, 2024 | 100,706 | |||
Fiscal year ending March 31, 2025 | ||||
Fiscal year ending March 31, 2026 | ||||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSix-0] | ||||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSeven-0] | ||||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearEight-0] | ||||
Present value discount | (30,330) | |||
Lease liability | 271,786 | |||
Merrill Lease [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fiscal year ending March 31, 2022 | 58,756 | |||
Fiscal year ending March 31, 2023 | 201,450 | |||
Fiscal year ending March 31, 2024 | 201,450 | |||
Fiscal year ending March 31, 2025 | 201,450 | |||
Fiscal year ending March 31, 2026 | 184,664 | |||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSix-0] | ||||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSeven-0] | ||||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearEight-0] | ||||
Present value discount | (166,199) | |||
Lease liability | 681,570 | |||
Tuscaloosa Lease [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fiscal year ending March 31, 2022 | 36,000 | |||
Fiscal year ending March 31, 2023 | 72,000 | |||
Fiscal year ending March 31, 2024 | 72,000 | |||
Fiscal year ending March 31, 2025 | 30,000 | |||
Fiscal year ending March 31, 2026 | ||||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSix-0] | ||||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSeven-0] | ||||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearEight-0] | ||||
Present value discount | (26,991) | |||
Lease liability | 183,009 | |||
Birmingham Lease [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fiscal year ending March 31, 2022 | 36,000 | |||
Fiscal year ending March 31, 2023 | 72,000 | |||
Fiscal year ending March 31, 2024 | 72,000 | |||
Fiscal year ending March 31, 2025 | 72,000 | |||
Fiscal year ending March 31, 2026 | 72,000 | |||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSix-0] | 6,000 | |||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSeven-0] | ||||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearEight-0] | ||||
Present value discount | (63,949) | |||
Lease liability | 266,051 | |||
Valparaiso Lease Additional [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fiscal year ending March 31, 2022 | 15,780 | |||
Fiscal year ending March 31, 2023 | 63,122 | |||
Fiscal year ending March 31, 2024 | 66,441 | |||
Fiscal year ending March 31, 2025 | 76,400 | |||
Fiscal year ending March 31, 2026 | 79,665 | |||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSix-0] | 89,460 | |||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearSeven-0] | 89,460 | |||
[custom:LesseeOperatingLeaseLiabilityPaymentsDueInRollingYearEight-0] | 67,095 | |||
Present value discount | (171,540) | |||
Lease liability | $ 375,884 | |||
Valparaiso Lease [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Lease expiration date | Dec. 31, 2023 | |||
Merrill Lease [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Lease expiration date | Feb. 28, 2026 | |||
Tuscaloosa Lease [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Lease expiration date | Mar. 6, 2024 | |||
Birmingham Lease [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Lease expiration date | Apr. 30, 2026 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended |
Sep. 30, 2021USD ($)shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Annual salary | $ | $ 120,000 |
Shares issued | shares | 40,000,000 |