10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2022

Or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________________to_______________________

Commission File Number: 000-11882

B2Digital, Incorporated

(Exact name of registrant as specified in its charter)

Delaware	84-0916299
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4522 West Village Drive, Suite 215, Tampa, FL	33624
(Address of principal executive offices)	(Zip Code)

(813) 961-3051

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable	Not applicable	Not applicable

The number of shares outstanding of the registrant’s common stock, par value of $0.00001 on October 12, 2022, was 2,171,546,992.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	F-1
Item 1.    Financial Statements	F-1
Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.    Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.    Controls and Procedures	35
PART II - OTHER INFORMATION	36
Item 1A. Risk Factors	36
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 6.    Exhibits	37
SIGNATURES	38

i

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Consolidated Financial Statements

B2Digital, Incorporated

	Page
Consolidated Balance Sheets as of June 30, 2022 (unaudited) and March 31, 2022	F-2
Consolidated Statements of Operations (unaudited) for the three months ended June 30, 2022 and 2021	F-3
Consolidated Statements of Stockholders’ Deficit (unaudited) for the three months ended June 30, 2022 and 2021	F-4
Consolidated Statements of Cash Flows (unaudited) for the three months ended June 30, 2022 and 2021	F-5
Notes to the Unaudited Consolidated Financial Statements	F-6

F-1

B2Digital, Incorporated

Consolidated Balance Sheets

	As of June 30, 2022 (unaudited)			As of March 31, 2022
Assets
Current assets
Cash and cash equivalents	$	16,946		$	39,623
Notes receivable		–			6,096
Prepaid expenses		7,035			49,363
Total current assets		23,981			95,082
Operating lease right-of-use asset		69,971			73,085
Property and equipment, net of accumulated depreciation		936,563			984,217
Intangible assets, net of accumulated amortization		39,139			45,215
Deposits		11,126			11,126
Net assets held for sale		40,000			80,000
Notes receivable – long term		35,400			35,400
Total Assets	$	1,156,180		$	1,324,125
Liabilities & Stockholders' Deficit
Current liabilities
Accounts payable & accrued liabilities	$	1,294,705		$	744,069
Deferred revenue		48,786			104,704
Note payable- current maturity		665,600			295,600
Note payable- in default		44,000			14,000
Convertible notes payable, net of discount		7,216,579			6,035,090
Derivative liabilities		6,911,764			3,831,191
Due to shareholder		–			2,800
Lease liability, current		126,428			123,319
Total current liabilities		16,307,862			11,150,773
Lease liability - long-term		314,826			347,623
Note payable - long-term		–			30,000
Total Liabilities		16,622,688			11,528,396
Commitments and contingencies (Note 13)		–			–
Stockholders' Deficit
Preferred stock, 50,000,000 shares authorized, 8,000,000 shares are undesignated
Series A: 2,000,000 shares convertible into 480,000,000 shares of common stock issued and outstanding at June 30, 2022 and March 31, 2022, respectively.		20			20
Series B: 40,000,000 shares convertible into 320,000,000 shares of common stock and 40,000,000 shares issued and outstanding at June 30, 2022 and March 31, 2022, respectively;		400			400
Common stock, $0.00001 par value; 20,000,000,000 shares authorized; 2,097,743,117 and 1,849,932,312 shares issued and outstanding at June 30, 2022 and March 31, 2022, respectively		20,323			17,846
Additional paid in capital		10,556,458			10,251,530
Accumulated deficit		(26,043,709	)		(20,474,067	)
Total Stockholders' Deficit		(15,466,508	)		(10,204,271	)
Total Liabilities and Stockholders' Deficit	$	1,156,180		$	1,324,125

See accompanying notes to the unaudited consolidated financial statements

F-2

B2Digital, Incorporated

Consolidated Income Statement

For the Three months Ended June 30, 2022 and 2021 (Unaudited)

	For the Three months ended
	June 30, 2022			June 30, 2021
Revenue:
Live event revenue	$	337,822		$	235,591
Gym revenue		362,519			333,174
Total revenue		700,341			568,765
Operating expenses
Sales and marketing		64,577			62,278
Utilities		40,710			31,191
Leasing expense		129,466			147,436
Payroll expenses		648,429			415,628
General and administrative		1,552,480			1,100,849
Depreciation and amortization expense		71,759			88,049
Total operating expenses		2,507,421			1,845,431
Loss from continuing operations		(1,807,080	)		(1,276,666	)
Other income (expense):
Gain on forgiveness of loan		–			23,303
Gain on extinguishment of debt		107,208			80,741
(Loss) gain on sale of assets		(6,427	)		230
Financing expense		(39,196	)		–
(Loss) gain on fair value of derivative liabilities		(2,809,276	)		310,871
Initial derivative expense		(194,323	)		–
Interest expense		(820,548	)		(199,826	)
Total other income		(3,762,562	)		215,319
Net loss	$	(5,569,642	)	$	(1,061,347	)
Basic and diluted earnings per share on net loss	$	(0.003	)	$	(0.001	)
Weighted average shares outstanding		1,981,717,164			1,207,948,242

See accompanying notes to the unaudited consolidated financial statements

F-3

B2Digital, Incorporated

Consolidated Statement of Changes in Stockholders' Deficit

For the Three months Ended June 30, 2022 and 2021 (Unaudited)

	Preferred Stock			Preferred Stock						Additional
	Series A			Series B			Common Stock			Paid in		Accumulated
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit			Total
Balance March 31, 2022	2,000,000	$	20	40,000,000	$	400	1,849,932,312	$	17,846	$	10,251,530	$	(20,474,067	)	$	(10,204,271	)
Issuance of common stock upon conversion of notes	–		–	–		–	247,810,805		2,477		304,928		–			307,405
Net loss	–		–	–		–	–		–		–		(5,569,642	)		(5,569,642	)
Balance June 30, 2022	2,000,000	$	20	40,000,000	$	400	2,097,743,117	$	20,323	$	10,556,458	$	(26,043,709	)	$	(15,466,508	)

	Preferred Stock			Preferred Stock						Additional
	Series A			Series B			Common Stock			Paid in		Accumulated
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit			Total
Balance March 31, 2021	2,000,000	$	20	40,000,000	$	400	1,081,390,550	$	10,815	$	7,652,677	$	(9,197,248	)	$	(1,533,336	)
Sale of common stock	–		–	–		–	220,000,000		2,200		877,800		–			880,000
Issuance of common stock for services	–		–	–		–	5,500,000		55		23,595		–			23,650
Issuance of convertible notes	–		–	–		–	–		–		2,080		–			2,080
Net loss	–		–	–		–	–		–		–		(1,061,347	)		(1,061,347	)
Balance June 30, 2021	2,000,000	$	20	40,000,000	$	400	1,306,890,550	$	13,070	$	8,556,152	$	(10,258,595	)	$	(1,688,953	)

See accompanying notes to the unaudited consolidated financial statements

F-4

B2Digital, Incorporated

Consolidated Statements of Cash Flows

(Unaudited)

	For the Three months ended
	June 30,			June 30,
	2022			2021
Cash Flows from Operating Activities
Net Loss	$	(5,569,642	)	$	(1,061,347	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock compensation		–			23,650
Depreciation and amortization		71,759			88,049
Loss (gain) on sale of assets		6,427			(230	)
Gain on forgiveness of loan		–			(23,303	)
Gain on extinguishment of debt		(107,208	)		(80,741	)
Financing expense		–			8,246
Amortization of debt discount		578,080			155,736
Initial derivative expense		194,323			–
Loss (gain) on fair value of compound embedded derivative		2,809,276			(310,871	)
Right-of-use asset/liability		(26,574	)		24,376
Changes in operating assets & liabilities
Prepaid expenses		42,328			(18,231	)
Accounts payable and accrued liabilities		598,247			183,736
Related party advances		(5,786	)		–
Deferred revenue		(55,918	)		(34,896	)
Net cash used by operating activities		(1,464,688	)		(1,045,826	)
Cash Flows from Investing Activities
Business acquisitions		40,000			(125,000	)
Capital expenditures		(24,456	)		(174,184	)
Net cash provided by investing activities		15,544			(299,184	)
Cash Flows from Financing Activities
Proceeds from notes payable		367,608			153,000
Proceeds from convertible notes payable		1,167,230			370,181
Repayments of convertible notes payable		(108,371	)		(65,372	)
Repayments of notes payable		–			(2,347	)
Payment of note payable		–			(843	)
Issuance of common stock		–			880,000
Net cash provided by financing activities		1,426,467			1,334,619
Decrease in Cash		(22,677	)		(10,391	)
Cash at beginning of period		39,623			122,176
Cash (and equivalents) at end of period	$	16,946		$	111,785
Supplemental Cash Flow Information
Cash paid for interest	$	34,789		$	2,319
Cash paid for income taxes	$	–		$	–
Non-cash investing and financing activities:
Conversion of note payable and accrued interest to common stock	$	162,795		$	–
Initial recognition of derivative liability as debt discount	$	725,305		$	2,038,843
Net assets disposed of	$	40,000		$	–

See accompanying notes to the unaudited consolidated financial statements

F-5

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

We are the premier development league for mixed martial arts (“MMA”). We operate in two major branded businesses: The B2 Fighting Series and The ONE More Gym Official B2 Training Facilities Network. We primarily derive revenues from live event ticket sales, pay-per-view ticket sales, content media marketing, and fitness facility memberships.

Our Live Events business (the B2 Fighting Series) is primarily engaged with scheduling, organizing, and producing live MMA events, marketing those events, and generating both live audience and PPV ticket sales, as well as creatively marketing the archived content generated through its operations in this business. We also plan to generate additional revenues over time from endorsement deals with global brands as its audience grows. The B2 Fighting Series is licensed in 18 U.S. states to operate LIVE MMA Fights. Most B2 Fighting Series events sell out at the gate.

Our Chairman and CEO is now Greg P. Bell. Mr. Bell has over 30 years of global experience developing more than 20 companies in the sports, television, entertainment, digital distribution, and banking transaction industries. Capitalizing on the combination of his expertise, relationships, and experience as well as his involvement with more than 40,000 live events over his career for major sports leagues and entertainment venues, we are in the process of developing and acquiring companies to become a premier vertically integrated live event sports company.

Our Fitness Facility business operates primarily through the ONE More Gym Official B2 Training Facilities Network. We currently operate two ONE More Gym locations.

Basis of Presentation and Consolidation

The Company has seven wholly owned subsidiaries. Hardrock Promotions LLC which owns Hardrock MMA in Kentucky, United Combat League MMA LLC, Pinnacle Combat LLC, Strike Hard Productions, 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 seven 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 ten 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.

F-6

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

The Company changed the presentation of prior year cost of sales to operating expenses. It’s the opinion of management that with all of B2’s business expenses are operating in nature. The nature of the gym’s expenses for payroll, leasing and utilities do not directly derive income in the form of memberships and services generated by the gym on a daily basis. Secondarily, the nature of the MMA LIVE Fights’ expenses also does not directly affect or derive income in the form of ticket, merchandise and concession sales generated by live MMA events. Therefore, we believe the traditional cost of goods sold expense items should be eliminated from both business income statements and all expenses should be reported as operating expense to more accurately reflect the true nature of the business. Traditional line items such as raw materials, labor associated with the production of finished goods and depreciation and amortization of machinery and intangibles associated with converting raw materials into finished goods do not exist in either of these businesses. As such for the three months ended June 30, 2021, approximately $203,502 of cost of sales was reclassified as operating expense.

NOTE 2 - ACCOUNTING POLICIES

The significant accounting policies of the Company are as follows:

Basis of Accounting

The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of Estimates

Management uses estimates and assumptions in preparing the consolidated 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, the valuation of long-lived and intangible assets and the valuation of assets and liabilities acquired through business combinations. Actual results could differ from these estimates and assumptions.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains deposits primarily in four financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits or $250,000. The Company did not have any cash in excess of FDIC limits at June 30, 2022 and 2021, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of accounts payable and accrued liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The three levels of valuation hierarchy are defined as follows:

F-7

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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.

Assets Held for Sale

We consider properties to be Assets held for sale when management approves and commits to a plan to dispose of a property or group of properties. The property held for sale prior to the sale date is separately presented on the balance sheets as Net assets held for sale. During the fourth quarter of fiscal 2022 management initiated the sale of the gyms located in Indiana: One More Gym, LLC, One More Gym Valparaiso and One More Gym Merrillville. During the three months ended June 30, 2022 the Company completed the sale of ONE More Gym, LLC for cash proceeds of $40,000.

Long-Lived Assets

Management reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. For assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured using fair value. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.

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.

F-8

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

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.

Live event 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. Revenue associated with B2FS (Fight Club) consist primarily of 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

Revenues in connection with Company owned Fitness Clubs consist primarily of monthly membership dues and ancillary products. Monthly membership dues are recognized during the monthly membership period and any dues paid not correlating to the current period are recorded in deferred revenue. Ancillary products are recorded in the period the services or products are delivered.

Income Taxes

The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated Statements of Operations in the period that includes the enactment date. Through June 30, 2022, 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, consequently, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, revenue processed through the Company's payment processor are guaranteed further mitigating Credit Risk.

F-9

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

Earnings Per Share (EPS)

The Company utilize FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options, restricted stock awards and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive. As of June 30, 2022, the convertible notes are indexed to 19,585,533,532 shares of common stock.

The following table sets for the computation of basic and diluted earnings per share for the three months ended June 30, 2022 and 2021:

	June 30, 2022			June 30, 2021
Basic and diluted
Net loss	$	(5,569,642	)	$	(1,061,347	)
Net loss per share
Basic	$	(0.003	)	$	(0.001	)
Diluted	$	(0.003	)	$	(0.001	)
Weighted average number of shares outstanding:
Basic & diluted		1,981,717,164			1,207,948,242

Stock Based Compensation

The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Accounting for Stock Compensation, which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC.

Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options and stock awards, whether held by employees or others. As of June 30, 2022, there were no options outstanding.

On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The Company adopted ASU 2018-07 on April 1, 2019.

F-10

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

During the three months ended June 30, 2021, the Company recorded $23,650 in stock-compensation expense.

Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.

On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the statements of operations.

As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.

Recently Adopted Accounting Pronouncements

In 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.

F-11

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

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.

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis. For the three months ended June 30, 2022, the Company had a net loss of $(5,569,642), had net cash used in operating activities of $1,464,688, had negative working capital of $(16,283,881), accumulated deficit of $(26,043,709) and stockholders’ deficit of $(15,466,508). These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 months ended June 30, 2022 and 2021 are as follows: 

	For the three months ended
	June 30,		June 30,
	2022		2021
Live events	$	337,822	$	235,591
Gym revenue		362,519		333,174
Net sales	$	700,341	$	568,765

All revenue is derived in the United States.

F-12

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

Information about the Company’s deferred revenue for the three months ended June 30, 2022 and 2021 are as follows: 

	As of
	June 30,			June 30,
	2022			2021
Balance at beginning of year	$	104,704		$	119,504
Deferral of revenue		303,857			169,798
Recognition of unearned revenue		(359,775	)		(204,694	)
Balance at June 30	$	48,786		$	84,608

Deferred revenue for the periods ended June 30, 2022 and March 31, 2022 was $48,786 and $104,704, respectively. This deferred revenue represents deferred gym memberships fees and tickets pre-sold for live events, which pertain to performance obligations not realized as of June 30, 2022 and March 31, 2022.

Revenue recognized for the three months ended June 30, 2022 and 2021, which was included in the unearned revenue liability balance at the beginning of the year, was $359,775 and $204,694, respectively. This revenue represents gym membership fees and live event sales for performance obligations met in the three months ended June 30, 2022 and 2021.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment, net, consisted of the following at June 30, 2022 and March 31, 2022: 

	June 30, 2022			March 31, 2022
Gym equipment	$	229,821		$	229,821
Cages		151,009			151,009
Event assets		122,795			122,795
Furniture and fixtures		19,366			19,366
Production truck gear		11,740			11,740
Production equipment		80,965			80,965
Venue lighting system		38,266			38,266
Leasehold improvements		135,301			126,851
Electronics hardware and software		191,299			181,720
Trucks trailers and vehicles		289,028			289,028
		1,269,590			1,251,561
Less: accumulated depreciation		(333,027	)		(267,344	)
	$	936,563		$	984,217

Depreciation expense related to these assets for the three months ended June 30, 2022 and 2021 amounted to $65,683 and $61,859, respectively.

F-13

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

NOTE 6 – INTANGIBLE ASSETS

Intangible assets, net, consisted of the following at June 30, 2022 and March 31, 2021: 

	As of			As of
	June 30, 2022			March 31, 2022
Licenses	$	142,248		$	142,248
Software/website development		12,585			12,585
Customer relationships		60,322			60,322
		215,155			215,155
Less: accumulated amortization		(176,016	)		(169,940	)
	$	39,139		$	45,215

Licenses are amortized over five years, whereas customer relationships and software/website development are amortized over three years. Amortization expense related to these assets for the three months ended June 30, 2022 and 2021 amounted to $6,076 and $26,190, respectively.

Estimated amortization expense for each of the next five years: 

Fiscal year ended March 31, 2023	$	18,227
Fiscal year ended March 31, 2024		20,912
Total	$	39,139

NOTE 7 – BUSINESS DISPOSITION

One More Gym, LLC

On June 2, 2022 the Company entered into an agreement to dispose of 100% of the equity interest in One More Gym, LLC. The value received for the disposition was $40,000 and during the quarter ended the Company removed the assets held for sale related to this entity. The Company recorded an impairment loss on the assets of One More Gym, LLC during the year ended March 31, 2022 in the amount of $86,099.

F-14

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

NOTE 8 - NOTES PAYABLE

The following is a summary of notes payable as of June 30, 2022 and March 31, 2022:  

	As of June 30, 2022		As of March 31, 2022
Notes Payable:
SBA EIDL Loan	$	10,000	$	10,000
SBA Loan Payable B2 Digital		97,200		97,200
GS Capital, LLC		303,000		153,000
SBA Loan (Hillcrest)		35,400		35,400
Advantage Platform		220,000		–
Notes Payable – in default
Emry Capital $14,000, 4% loan with principal and interest due April, 2021		14,000		14,000
WLES LP LLC $60,000, 5% loan due January 15, 2022		30,000		30,000
Total notes payable		709,600		339,600
Less: long-term		–		(30,000	)
Total	$	709,600	$	309,600

During the three months ended June 30, 2022, the Company entered into an Agreement for the Purchase and Sale of Future Receipts with Advantage Platform. In exchange for $300,000 the Company agreed to release future revenue to Advantage in the amount of $14,400 for 30 weeks. The Company accounted for this agreement as a debt under guidance from ASC 470-10-25-2. This transaction does not purport a sale of the Company, the Company continues to be involved in the daily operations and generation of cash flow, the transaction is cancelable by either party and with a lump sum payment or other transfer of assets to Advantage by the Company, the agreement explicitly limits Advantage’s rate of return, Advantage has several other entities in its portfolio and has any recourse to the Company relating to the payments due under the agreement.

As of June 30, 2022, the Emry Capital note is in default. However, the note is not subject to any default provisions.

As of June 30, 2022, the WLES LP LLC note is in default. However, the note is not subject to any default provisions.

F-15

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

NOTE 9 – CONVERTIBLE NOTE PAYABLE

The following is a summary of convertible notes payable as of June 30, 2022: 

Note*	Issuance Date	Maturity	Coupon	Face Value		Unamortized Discount		Carrying Value
Note 8	8/04/2020	12/31/2022	8%	$	97,000	$	–	$	97,000
Note 9	10/02/2020	12/31/2022	8%		205,000		–		205,000
Note 10	10/15/2020	12/31/2022	8%		172,000		–		172,000
Note 11	11/02/2020	12/31/2022	8%		69,000		–		69,000
Note 12	11/12/2020	12/31/2022	8%		69,000		–		69,000
Note 14	12/10/2020	12/31/2022	8%		80,000		–		80,000
Note 16	1/14/2021	12/31/2022	8%		107,000		–		107,000
Note 17	1/27/2021	12/31/2022	8%		60,000		–		60,000
Note 20	4/30/2021	12/31/2022	8%		104,000		–		104,000
Note 21	5/25/2021	12/31/2022	8%		104,000		–		104,000
Note 22	6/24/2021	12/31/2022	8%		185,652		–		185,652
Note 24	7/24/2021	12/31/2022	8%		265,000		6,839		258,161
Note 25	8/04/2021	12/31/2022	8%		129,800		3,542		126,258
Note 26	8/11/2021	12/31/2022	8%		151,500		4,001		147,499
Note 28	8/20/2021	12/31/2022	8%		151,500		4,584		146,916
Note 29	8/30/2021	12/31/2022	8%		140,650		6,914		133,736
Note 30	9/02/2021	12/31/2022	8%		216,385		11,947		204,438
Note 31	9/17/2021	12/31/2022	8%		270,480		12,919		257,561
Note 32	9/30/2021	12/31/2022	8%		270,480		17,595		252,885
Note 34	10/26/2021	12/31/2022	8%		270,480		22,985		247,495
Note 36	11/03/2021	12/31/2022	8%		270,480		16,069		254,411
Note 37	11/16/2021	12/31/2022	8%		324,576		63,398		261,178
Note 38	11/30/2021	12/31/2022	8%		270,480		39,344		231,136
Note 39	12/10/2021	12/31/2022	8%		601,000		88,760		512,240
Note 40	12/15/2021	12/31/2022	8%		270,480		44,017		226,463
Note 41	12/23/2021	12/23/2022	8%		54,100		9,667		44,433
Note 42	1/04/2022	1/04/2023	8%		270,480		23,045		247,435
Note 43	1/12/2022	1/12/2023	8%		300,000		221,695		78,305
Note 44	1/19/2022	1/19/2023	8%		270,480		33,573		236,907
Note 45	2/02/2022	2/02/2023	8%		270,480		26,502		243,978
Note 46	2/03/2022	2/03/2023	8%		425,000		314,068		110,932
Note 47	2/15/2022	2/15/2023	8%		270,480		20,293		250,187
Note 48	2/24/2022	2/24/2023	8%		211,640		156,399		55,241
Note 49	3/01/2022	3/01/2023	8%		120,000		94,147		25,853
Note 50	3/01/2022	3/01/2023	8%		270,480		27,771		242,709
Note 51	3/16/2022	3/16/2023	8%		270,480		26,476		244,004
Note 52	3/22/2022	3/22/2023	8%		120,000		98,661		21,339
Note 53	4/01/2022	4/01/2023	8%		135,240		12,936		122,304
Note 54	4/01/2022	4/01/2023	8%		270,480		25,402		245,078
Note 55	4/04/2022	4/04/2023	8%		92,040		78,530		13,510
Note 56	4/15/2022	4/15/2023	8%		270,480		27,618		242,862
Note 57	4/29/2022	4/29/2023	8%		270,480		21,093		249,387
Note 58	5/05/2022	5/05/2023	8%		66,100		56,398		9,702
Note 59	5/31/2022	5/31/2023	8%		160,000		140,616		19,384
Total				$	8,974,383	$	1,757,804	$	7,216,579

F-16

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

* Notes 1, 2, 3, 4, 5, 6 and 7 in the amounts of $82,000, $208,000, $27,000, $62,000, $202,400, $78,000 and $85,800 respectively, were fully converted as of June 30, 2022.

* On July 7, 2022, the maturity date of each of Notes 8, 9, 10, 11, 12, 14, 16, 17, 20, 21, 22, 24, 25, 26, 27, 28, 29, 30, 31, 32, 34, 36, 37, 38, & 40 were extended to December 31, 2022, and the lender waived all penalty interest for non-payment.

*Note 27 in the amount of $88,400 was paid in cash on April 4, 2022. The Company recognized a gain on extinguishment of debt in the amount of $71,799, related to the write off of the derivative liability.

Between April 1, 2022, and June 30, 2022, the Company issued to “accredited investors,” Convertible Promissory Notes aggregating a principal amount of $1,264,820. The Company received an aggregate net proceeds of $1,167,230 after $90,590 in original note discount and $7,000 legal fees. The Company has agreed to pay interest on the unpaid principal balance at the rate of eight percent (8%) per annum from the dates on which Notes are issued until the same becomes due and payable, whether at maturity or upon acceleration, prepayment or otherwise. The Company shall have the right to prepay the Notes, provided it makes a payment as set forth in the agreements.

The outstanding principal amount of the Notes is convertible into the Company’s common stock at the lender’s option at $0.01 per share for the first six months of the term of the Notes. The notes have varying conversion rates. After the six-month anniversary, the conversion price is equal to 63%-70% of the average of the three lowest trading prices of the Company’s common stock. Five of 40 notes outstanding have a fixed conversion rate of $0.002.

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 (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative features consisted of the embedded conversion option and default puts. The conversion option and default puts bear risks of equity which were not clearly and closely related to the host debt agreement and required bifurcation. The contracts do not permit the Company to settle in registered shares and the contracts also contain make-whole provisions both of which preclude equity classification. Current accounting principles that are also provided in ASC 815 do not permit an issuer to account separately for individual derivative terms and features that require bifurcation and liability classification. Rather, such terms and features must be and were bundled together and fair valued as a single, compound embedded derivative.

F-17

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

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 three months ended June 30, 2022, is as follows: 

Note	Interest Expense		Accrued Interest		Amortization of Debt Discount		Unamortized
Note 7	$	–	$	11,420	$	–	$	–
Note 8		10,991		36,746		–		–
Note 9		9,200		43,797		–		–
Note 10		7,719		35,644		–		–
Note 11		3,096		13,687		–		–
Note 12		3,096		13,346		–		–
Note 14		3,590		14,369		–		–
Note 15		–		–		–		–
Note 16		3,746		16,317		–		–
Note 17		2,693		9,357		–		–
Note 18		–		–		–		–
Note 19		–		–		–		–
Note 20		2,074		9,710		339		–
Note 21		2,074		9,141		1,039		–
Note 22		3,703		15,096		16,440		–
Note 24		5,285		19,632		19,476		6,839
Note 25		2,589		9,388		10,057		3,542
Note 26		3,022		10,725		11,379		4,001
Note 27		78		–		12,288		–
Note 28		3,022		10,427		12,936		4,584
Note 29		2,805		9,372		9,739		6,914
Note 30		4,316		14,275		16,695		11,947
Note 31		5,395		17,844		18,231		12,919
Note 32		5,395		16,184		16,450		17,595
Note 34		5,395		15,058		15,947		22,985
Note 35		200		–		34,584		–
Note 36		5,395		14,169		11,422		16,069
Note 37		6,474		16,078		31,928		63,398
Note 38		5,395		12,568		20,803		39,344
Note 39		11,987		27,926		46,833		88,760
Note 40		5,395		11,679		22,893		44,017
Note 41		1,079		2,241		4,165		9,667
Note 42		5,395		10,493		9,265		23,045
Note 43		5,984		11,178		34,271		221,695
Note 44		5,395		9,604		13,081		33,573
Note 45		5,395		8,774		10,548		26,502
Note 46		8,477		13,693		48,550		314,068
Note 47		5,395		8,003		8,224		20,293
Note 48		4,221		5,845		24,177		156,399
Note 49		2,393		3,182		11,315		94,147
Note 50		5,395		7,173		9,663		27,771
Note 51		5,395		6,284		9,246		26,476
Note 52		2,393		2,630		9,339		98,661
Note 53		2,668		2,668		4,031		12,936
Note 54		5,335		5,335		7,926		25,402
Note 55		1,755		1,755		4,306		78,530
Note 56		4,506		4,506		5,176		27,618
Note 57		3,676		3,676		4,028		21,093
Note 58		811		811		3,092		56,398
Note 59		1,052		1,052		3,384		140,616
Total	$	200,850	$	542,858	$	553,266	$	1,757,804

F-18

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

Debt conversions 

The following table illustrates the debt converted and the associated gain or loss: 

Note	Conversion Date	Shares issued in conversion	Fair value of shares		Face Value		Accrued Interest		Total Debt		Derivative liability		Net (gain) / loss
Note 7	April 14, 2022	35,873,156	$	82,508	$	40,000	$	6,707	$	46,707	$	45,869	$	(10,068	)
Note 35	April 28, 2022	20,000,000		32,000		20,000		–		20,000		20,685		(8,685	)
Note 35	May 5, 2022	37,631,579		48,921		26,800		1,800		28,600		33,022		(12,701	)
Note 8	May 10, 2022	42,813,737		51,377		26,000		3,670		29,670		26,202		(4,495	)
Note 8	May 25, 2022	47,230,793		28,338		13,000		1,877		14,877		10,638		2,823
Note 8	June 6, 2022	64,261,540		64,262		20,000		2,941		22,941		41,730		(409	)
		247,810,805	$	307,406	$	145,800	$	16,995	$	162,795	$	178,146	$	(33,535	)

During the three months ended June 30, 2022, the Company repaid Note 27 in cash. The principal balance was $88,400 and the accrued interest was $4,476. The prepayment fee was $15,495. The Company repaid $108,371. As of the repayment dates, the derivative liability related to Notes was $73,673. As a result, the Company recorded a gain of extinguishment in the amount of $73,673.

Between the gain on extinguishment of $33,535 related to the conversions above and the gain on extinguishment related to the repayment, the total gain was $107,208.

NOTE 10 –DERIVATIVE FINANCIAL INSTRUMENTS

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of June 30, 2022: 

	June 30, 2022
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Compound embedded derivatives		19,585,533,532		(6,911,764	)
Total		19,585,533,532		(6,911,764	)

F-19

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2022: 

	March 31, 2022
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Compound embedded derivatives		559,931,126	$	(3,831,191	)
Total		559,931,126	$	(3,831,191	)

The following table summarizes the effects on the Company’s (loss) gain associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended June 30, 2022 and 2021:

	June 30,			June 30,
	2022			2021
Compound embedded derivatives	$	(2,809,276	)	$	310,871
Day one derivative loss		(194,323	)		–
Total	$	(3,003,599	)	$	310,871

The Company’s Convertible Promissory Notes issued between October 4, 2019 and June 30, 2022 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 require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. In addition, the standards do not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be bundled together, and fair valued as a single, compound embedded derivative. The Company has selected the Monte Carlo Simulations valuation technique to fair value the compound embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Monte Carlo Simulations technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.

F-20

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

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: 

	June 30, 2022
Quoted market price on valuation date	$0.0006
Contractual conversion rate	$0.0003 - $0.01
Contractual term to maturity	0.74 Years - 0.918 Years
Market volatility:
Equivalent Volatility	69.86% - 282.23%
Interest rate	8.0%

The following table reflects the issuances of compound embedded derivatives and the changes in fair value inputs and assumptions related to the compound embedded derivatives during the period ended June 30, 2022 March 31, 2022. 

	June 30,			March 31,
	2022			2022
Beginning balance	$	3,831,191		$	1,137,623
Issuances:
Compound embedded derivatives		326,921			2,038,843
Conversions		(178,146	)		(328,638	)
Derivative extinguished / debt repaid in cash		(71,801	)		(243,300	)
Loss on changes in fair value inputs and assumptions reflected in income		2,809,276			1,181,178
Day one derivative expense		194,323			45,485
Total	$	6,911,764		$	3,831,191

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 480,000,000 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. All 40,000,000 of Series B are issued and outstanding. Series B is convertible into 320,000,000 shares of common stock. The Series B 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 B Preferred Stock is entitled to 120 votes for each share of Series B Preferred Stock held by such shareholder.

F-21

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

Common Stock Issuances for the three months ended June 30, 2022

On April 14, 2022, GS Capital converted $40,000 in principal and $6,707 in accrued interest in connection with Promissory Note dated March 10, 2020. Pursuant to the terms of the conversion, the Company issued 35,873,156 shares of common stock at $0.001302 per share.

On April 28, 2022, Sixth Street Lending converted $20,000 in principal in connection with Promissory Note dated October 26, 2021. Pursuant to the terms of the conversion, the Company issued 20,000,000 shares of common stock at $0.0010 per share.

On May 5, 2022, 1800 Diagonal Lending converted $26,800 in principal and $1,800 in accrued interest in connection with Promissory Note dated October 26, 2021. Pursuant to the terms of the conversion, the Company issued 37,631,579 shares of common stock at $0.00076 per share.

On May 10, 2022, GS Capital converted $26,000 in principal and $3,670 in accrued interest in connection with Promissory Note dated August 4, 2020. Pursuant to the terms of the conversion, the Company issued 42,813,737 shares of common stock at $0.000693 per share.

On May 25, 2022, GS Capital converted $13,000 in principal and $1,877 in accrued interest in connection with Promissory Note dated August 4, 2020. Pursuant to the terms of the conversion, the Company issued 47,230,793 shares of common stock at $0.000315 per share.

On June 6, 2022, GS Capital converted $20,000 in principal and $2,941 in accrued interest in connection with Promissory Note dated August 4, 2020. Pursuant to the terms of the conversion, the Company issued 64,261,540 shares of common stock at $0.000357 per share.

Common Stock Issuances for the three months ended June 30, 2021

On April 1, 2021, the Company issued 50,000,000 shares of stock to GS Capital in exchange for $200,000 or $0.004 per share.

On April 10, 2021, the Company issued 25,000,000 shares of stock to AES Capital in exchange for $100,000 or $0.004 per share.

On April 14, 2021, the Company issued 13,750,000 shares of stock to GS Capital in exchange for $55,000 or $0.004 per share.

On May 13, 2021, the Company issued 50,000,000 shares of stock to GS Capital in exchange for $200,000 or $0.004 per share.

On May 21, 2021, the Company issued 1,500,000 shares of common stock to Rex Chan in exchange for contractor services valued at $6,450 or $0.0043 per share representing the share price at the date of the transaction.

On May 21, 2021, the Company issued 2,000,000 shares of common stock to BM Giancarlo in exchange for management services valued at $8,600 or $0.0043 per share representing the share price at the date of the transaction.

F-22

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

On May 21, 2021, the Company issued 2,000,000 shares of common stock to Carlos Diaz in exchange for management services valued at $8,600 or $0.0043 per share representing the share price at the date of the transaction.

On June 3, 2021, the Company issued 25,000,000 shares of stock to AES Capital in exchange for $100,000 or $0.004 per share.

On June 16, 2021, the Company issued 31,250,000 shares of stock to GS Capital in exchange for $125,000 or $0.004 per share.

On June 25, 2021, the Company issued 25,000,000 shares of stock to AES Capital in exchange for $100,000 or $0.004 per share.

NOTE 12 – LEASES

Tuscaloosa Lease

In connection with the acquisition of Hillcrest Fitness LLC on December 1, 2021, 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.

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 operating expenses on the statements of operations.

Birmingham Lease

In connection with the acquisition of Club Fitness LLC on April 1, 2021, the Company acquired a facility lease at 2520 Moody Parkway, Mood, AL 35004. The monthly lease payments are $6,000 and the lease expires on April 30, 2026.

Tuscaloosa Additional Space Lease

On November 1, 2021, the Company entered into a facilities lease (“Tuscaloosa Additional Space”) in Tuscaloosa, Alabama. The initial lease term is for five years, and the lease commencement date is December 1, 2021. The monthly lease payments are fixed at $1,625 plus Common Area Maintenance of $125 per month for all five years.

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 operating expenses on the statements of operations.

F-23

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

Right-of-use asset is summarized below:  

		June 30, 2022
	Tuscaloosa Additional Lease
Office lease	$	77,119
Less: accumulated amortization		(7,148	)
Right-of-use asset, net	$	69,971

Operating lease liability is summarized below:  

	June 30, 2022
	Tuscaloosa Lease			Birmingham Lease			Tuscaloosa Additional Lease			Total
Office lease	$	140,901		$	230,382		$	69,971		$	441,254
Less: current portion		(61,268	)		(51,898	)		(13,262	)		(126,428	)
Long term portion	$	79,633		$	178,484		$	56,709		$	314,826

Maturity of the lease liability is as follows:  

	June 30, 2022
	Tuscaloosa Lease			Birmingham Lease			Tuscaloosa Additional Lease			Total
Fiscal year ending March 31, 2023	$	54,000		$	54,000		$	14,625		$	122,625
Fiscal year ending March 31, 2024		72,000			72,000			19,500			163,500
Fiscal year ending March 31, 2025		30,000			72,000			19,500			121,500
Fiscal year ending March 31, 2026		–			72,000			19,500			91,500
Fiscal year ending March 31, 2027		–			6,000			13,000			19,000
Present value discount		(15,099	)		(45,618	)		(16,154	)		(76,871	)
Lease liability	$	140,901		$	230,382		$	69,971		$	441,254

F-24

B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

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 June 30, 2022, 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 March 1, 2022, 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 March 1, 2022, 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 23, 2020. 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 and Mr. Bell was also issued 40,000,000 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”).

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.

NOTE 14 - SUBSEQUENT EVENTS

Convertible Promissory Notes

On August 16, 2022, the Company issued 73,803,875 shares of stock to GS Capital in exchange for the conversion of $20,000 of principal and $3,248 of accrued interest related to convertible notes payable.

Notes payable

On July 7, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to Mast Hill Fund, LP a Promissory Note in the aggregate principal amount of $483,000.00. The Note has a maturity date of July 7, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $33,810.00 commencing on the ninetieth (90^th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten (10) months.

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B2Digital, Incorporated

Notes to Consolidated Financial Statements

June 30, 2022 (Unaudited)

On August 11, 2022, the Company entered into an Agreement with Mast Hill Fund, LP pursuant to which the Company issued to Mast Hill Fund, LP a Promissory Note in the aggregate principal amount of $57,777.78. The Note has a maturity date of August 11, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $5,777.75 commencing on the ninetieth (90^th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten (10) months.

On August 26, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $66,000. The Note has a maturity date of August 26, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $7,128 commencing on the ninetieth (90^th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten (10) months.

On September 9, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $55,000. The Note has a maturity date of September 9, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $5,940 commencing on the ninetieth (90^th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten (10) months.

On September 16, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $55,000. The Note has a maturity date of September 16, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $5,940 commencing on the ninetieth (90^th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten (10) months.

On September 23, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $135,000. The Note has a maturity date of September 23, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $14,580 commencing on the ninetieth (90^th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten (10) months.

Assets

On July 27, 2022, the Company disposed of One More Gym Merrillville, LLC in a sale of the assets. The Company received cash of $15,000 in exchange for the net assets totaling $36,299. This generated a loss on sale of assets of $21,299.

On July 27, 2022, the Company disposed of One More Gym Valparaiso, LLC in a sale of the assets. The Company received cash of 25,000 in exchange for the net assets totaling $71,452. This generated a loss on sale of assets of $46,452.

F-26

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the section titled “Risk Factors” of our Annual Report on Form 10-K for the year ended March 31, 2022 filed on September 28, 2022. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements

Basis of Presentation

We have seven wholly-owned subsidiaries. Hardrock Promotions LLC which owns Hardrock MMA in Kentucky, United Combat League MMA LLC, Pinnacle Combat LLC, Strike Hard Productions, 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 seven 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.

Forward-Looking Statements

Some of the statements under “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Quarterly Report on Form 10-Q identify important factors, which you should consider in evaluating our forward-looking statements. These factors include, among other things:

· The nature of our outstanding debt being senior secured and the risk of foreclosure on our assets by the lender;

· The unprecedented impact of COVID-19 pandemic on our business, customers, employees, consultants, service providers, stockholders, investors and other stakeholders;

· The speculative nature of the business we intend to develop;

· Our reliance on suppliers and customers;

· Our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a “going concern;”

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· Our ability to effectively execute our business plan;

· Our ability to manage our expansion, growth and operating expenses;

· Our ability to finance our businesses;

· Our ability to service debt, when due and avoid defaults;

· Our ability to promote our businesses;

· Our ability to compete and succeed in highly competitive and evolving businesses;

· Our ability to respond and adapt to changes in technology and customer behavior; and

· Our ability to protect our intellectual property and to develop, maintain and enhance strong brands.

Although the forward-looking statements in this Quarterly Report on Form 10-Q are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as maybe be required by law, to update this Quarterly Report on Form 10-Q or otherwise make public statements updating our forward-looking statements.

Critical Accounting Policies

Basis of Accounting

The financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. The results of operations for the three months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending March 31, 2023.

Use of Estimates

Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The most significant assumptions and estimates relate to the valuation of derivative liabilities and the valuation of assets and liabilities acquired through business combinations. Actual results could differ from these estimates and assumptions.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains deposits primarily in four financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation ("FDIC"). The Company has not experienced any losses related to amounts in excess of FDIC limits or $250,000. The Company did not have any cash in excess of FDIC limits at June 30, 2022 and March 31, 2022, respectively.

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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 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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 3-7 years.

Assets Held for Sale

We consider properties to be Assets held for sale when management approves and commits to a plan to dispose of a property or group of properties. The property held for sale prior to the sale date is separately presented on the balance sheet as Assets held for sale. During the fourth quarter of fiscal 2022 management initiated the sale of the gyms located in Indiana: One More Gym, LLC One More Gym Valparaiso and One More Gym Merrillville. The Company completed the sale of One More Gym, LLC during the first quarter of fiscal 2023 with proceeds of $40,000.

Long-Lived Assets

Management reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. For assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured using fair value. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.

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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.

Live Event 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. 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. 

Gym 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. The majority of revenues are received for gym membership dues. Members pay their dues on the monthly anniversary of when they join the gym. Dues are recognized as revenue over the period they are earned. Any unearned dues 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 June 30, 2022, 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.

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Impairment of Long-Lived Assets

In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the three months ended June 30, 2022 and 2021.

Inventory

Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of June 30, 2022 and March 31, 2022, the Company did not carry any finished goods inventory.

Earnings Per Share (EPS)

The Company utilize FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive. As of June 30, 2022, the convertible notes are indexed to 18,503,829,049 shares of common stock.

The following table sets for the computation of basic and diluted earnings per share the three months ended June 30, 2022 and 2021:

	June 30, 2022			June 30, 2021
Basic and diluted
Net loss	$	(5,569,642	)	$	(1,061,347	)
Net loss per share
Basic	$	(0.003	)	$	(0.001	)
Diluted	$	(0.003	)	$	(0.001	)
Weighted average number of shares outstanding:
Basic & diluted		1,981,717,164			1,207,948,242

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Stock Based Compensation

The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Accounting for Stock Compensation, which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC.

Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of June 30, 2022, there were no options outstanding.

On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The Company adopted ASU 2018-07 on April 1, 2019. The adoption of this standard did not have a material impact on the consolidated financial statements.

During the three months ended June 30, 2022 and 2021, the Company recorded $0 and $23,650 in stock-compensation expense, respectively.

Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.

On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the statements of operations.

As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.

32

Recently Adopted Accounting Pronouncements

In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which replaces the incurred-loss impairment methodology and requires immediate recognition of estimated credit losses expected to occur for most financial assets, including trade receivables. Credit losses on available-for-sale debt securities with unrealized losses will be recognized as allowances for credit losses limited to the amount by which fair value is below amortized cost. The new guidance was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Recently, the FASB voted to delay the implementation date for this accounting standard, for smaller reporting companies, the new effective date is beginning after December 15, 2022, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of this ASU on the consolidated financial statements and is collecting and analyzing data that will be needed to produce historical inputs into any models created as a result of adopting this ASU. At this time, the Company does not believe the adoption of this ASU will have a material effect on the financial statements.

Organization and Nature of Business

We are the premier development league for MMA. We operate in two major branded businesses: The B2 Fighting Series and The Official B2 Training Facilities Network, which is comprised of our two ONE MORE Gym Facilities. We primarily derive revenues from live event ticket sales, pay-per-view ticket sales, content media marketing, and fitness facility memberships.

The Live Events business (the B2 Fighting Series) is primarily engaged with scheduling, organizing, and producing live MMA events, marketing those events, and generating both live audience and PPV ticket sales, as well as creatively marketing the archived content generated through its operations in this business. We own all media rights, merchandising rights, digital distribution networks of the B2 Fighting Series. We also plan to generate additional revenues over time from endorsement deals with global brands as its audience grows. The B2 Fighting Series is licensed in 20 U.S. states to operate LIVE MMA Fights. Most B2 Fighting Series events sell out at the gate. We now operate at a pace of more than 40 events per year.

The B2 Training Facilities business operates primarily through our ONE More Gym Facilities brand. We currently operate two ONE More Gym locations.

For more information about B2Digital, visit our website at www.B2FS.com. We do not incorporate the information on or accessible through our website into this 10-Q. We have included our website address in this 10-Q solely as an inactive textual reference.

Results of Operations for the three months ended June 30, 2022 compared to the three months ended June 30, 2021

Revenue

We had total revenues of $700,341 for the three months ended June 30, 2022, versus revenues of $568,765 for the three months ended June 30, 2021. There was an increase in live event revenue of $102,231, or 43%, due to an increase in live events related to less restrictions resulting from the COVID-19 pandemic. There was an increase in gym revenue of $29,345 or 9%, due to the increase in the number of gym locations over the prior period.

Operating Expenses

Operating expenses are all expenses including merchant fees, payroll, utilities, professional fees, all costs associated with marketing, press releases, public relations, rent, sponsorships, and other expenses. We incurred operating expenses of $2,507,421 for the three months ended June 30, 2022, versus operating expenses of $1,845,431 for the three months ended June 30, 2021. The increase of $661,990 was primarily due to an increase in the number of live events, increased operations as a result of gym acquisitions, increased salaries, investor relations and professional fees due to the growth of the business.

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Depreciation and Amortization Expense

We incurred depreciation and amortization expense of $71,759 for the three months ended June 30, 2022, versus depreciation expense of $88,049 for the three months ended June 30, 2021. The decrease of $16,290 was due to a decrease in capitalized assets and intangible assets as a result of recording an impairment loss during the year ended March 31, 2022.

Other Income (Expense)

Our other income and expenses include gain on forgiveness of loan, loss on sale of assets, gain on extinguishment of debt, financing expense, change in fair value of derivative liabilities, day-one derivative expense and interest expense. We incurred other expenses of $3,762,562 for the three months ended June 30, 2022, versus other income of $215,319 for the three months ended June 30, 2021. The increase in other expenses of $3,977,881 was primarily due to increases in the fair value of derivatives, day-one derivative expense and interest expense.

Net Losses

We incurred a net loss of $5,569,642 for the three months ended June 30, 2022, versus a net loss of $1,061,347 for the three months ended June 30, 2021.

Current Liquidity and Capital Resources for the three months ended June 30, 2022 compared to the three months ended June 30, 2021

	June 30,
	2022			2021
Summary of Cash Flows:
Net cash used by operating activities	$	(1,464,688	)	$	(1,045,826	)
Net cash provided by investing activities		15,544			(299,184	)
Net cash provided by financing activities		1,426,467			1,334,619
Net increase in cash and cash equivalents		(22,677	)		(10,391	)
Beginning cash and cash equivalents		39,623			122,176
Ending cash and cash equivalents	$	16,946		$	111,785

Operating Activities

Cash used in operations of $1,464,688 during the three months ended June 30, 2022 was primarily a result of our $5,569,642 net loss reconciled with our net non-cash expenses relating to depreciation expense, prepaid expenses, accounts payable, accrued liabilities, gain on extinguishment of debt, amortization of debt discount, initial derivative expense, changes in fair value of derivative liabilities and deferred revenue. Cash used in operations of $1,045,826 during the three months ended June 30, 2021 was primarily a result of our $1,061,347 net loss reconciled with our net non-cash expenses relating to stock compensation, depreciation expense, prepaid expenses, accounts payable, accrued liabilities, amortization of debt discount, changes in fair value of derivative liabilities and deferred revenue.

34

Investing Activities

Net cash received in investing activities for the three months ended June 30, 2022 of $15,544 resulted from the sale of gym locations partially offset by capital expenditures. Net cash used in investing activities for the three months ended June 30, 2021 of $299,184 resulted from business acquisitions and capital expenditures.

Financing Activities

Net cash provided by financing activities was $1,426,467 for three months ended June 30, 2022, which consisted primarily of proceeds from notes payable less repayments of notes payable and from the conversion of existing notes payable, Net cash provided by financing activities was $1,334,619 for three months ended June 30, 2021, which consisted primarily of proceeds from notes payable less repayments of notes payable, proceeds from the conversion of existing notes payable and the issuance of common stock.

Future Capital Requirements

Our current available cash and cash equivalents are insufficient to satisfy our liquidity requirements. Our capital requirements for the remainder of fiscal year 2022 and for 2023 will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.

Our plans to finance our operations include seeking equity and debt financing, alliances or other partnership agreements, or other business transactions, that would generate sufficient resources to ensure continuation of our operations.

The sale of additional equity or debt securities may result in additional dilution to our shareholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.

Inflation

The amounts presented in our consolidated financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis. For the three months ended June 30, 2022, the Company had a net loss of $5,569,642, had net cash used in operating activities of $1,464,688, had negative working capital of $16,283,881, accumulated deficit of $26,043,709 and stockholders’ deficit of $15,466,508. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

35

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our significant estimates and assumptions include the fair value of our common stock, stock-based compensation, the recoverability and useful lives of long-lived assets, and the valuation allowance relating to our deferred tax assets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Our management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Company has established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to the Company’s Chief Executive Officer, Greg P. Bell, who serves as our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Mr. Bell, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of June 30, 2022. Based on his evaluation, Mr. Bell concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2022.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s most recent fiscal quarter ended June 30, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

36

PART II – OTHER INFORMATION

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022, which could materially affect our business, financial condition or future results. The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

Convertible Note Issuances

Between April 1, 2022, and June 30, 2022, the Company issued to “accredited investors,” Convertible Promissory Notes aggregating a principal amount of $1,264,820. The Company received an aggregate net proceeds of $1,167,230 after $90,590 in original note discount and $7,000 legal fees. The Company has agreed to pay interest on the unpaid principal balance at the rate of eight percent (8%) per annum from the dates on which Notes are issued until the same becomes due and payable, whether at maturity or upon acceleration, prepayment or otherwise. The Company shall have the right to prepay the Notes, provided it makes a payment as set forth in the agreements.

These notes were issued without registration under the Securities Act of 1933, as amended, by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. We paid $11,700 in selling commissions to Moody Capital Solutions, Inc., a registered broker-dealer, in connection with the issuance of one of the notes.

Shares Issued Pursuant to Note Conversions

During the quarter ended June 30, 2022, a lender converted an aggregate of $162,795 in principal and accrued and unpaid interest of their promissory notes into an aggregate of 247,810,805 shares of our Common Stock. The securities were issued without registration under the Securities Act of 1933, as amended, by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. No selling commissions were paid in connection with the issuance of the securities.

37

Item 6. Exhibits.

SEC Ref. No.	Title of Document
31.1*	Rule 13a-14(a) Certification by Principal Executive and Financial Officer
32.1**	Section 1350 Certification of Principal Executive and Financial Officer
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

__________________

*Filed with this Report.

**Furnished with this Report.

38

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	B2Digital, Incorporated
Date: October 14, 2022	By	/s/ Greg P. Bell
		Greg P. Bell, Chief Executive Officer
		(Principal Executive Officer and Principal
		Financial Officer)

39

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Greg P. Bell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of B2Digital, Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 14, 2022	/s/ Greg P. Bell
	Greg P. Bell, Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of B2Digital, Incorporated (the "Company") on Form 10-Q for the period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Greg P. Bell, Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Greg P. Bell

Greg P. Bell, Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

October 14, 2022

XML

Cover - shares	3 Months Ended
	Jun. 30, 2022	Oct. 12, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
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		2,171,546,992

XML

Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021
Current assets
Cash and cash equivalents	$ 16,946	$ 39,623
Notes receivable		6,096
Prepaid expenses	7,035	49,363
Total current assets	23,981	95,082
Operating lease right-of-use asset	69,971	73,085
Property and equipment, net of accumulated depreciation	936,563	984,217
Intangible assets, net of accumulated amortization	39,139	45,215
Deposits	11,126	11,126
Net assets held for sale	40,000	80,000
Notes receivable – long term	35,400	35,400
Total Assets	1,156,180	1,324,125
Current liabilities
Accounts payable & accrued liabilities	1,294,705	744,069
Deferred revenue	48,786	104,704
Note payable- current maturity	665,600	295,600
Note payable- in default	44,000	14,000
Convertible notes payable, net of discount	7,216,579	6,035,090
Derivative liabilities	6,911,764	3,831,191
Due to shareholder		2,800
Lease liability, current	126,428	123,319
Total current liabilities	16,307,862	11,150,773
Lease liability - long-term	314,826	347,623
Note payable - long-term		30,000
Total Liabilities	16,622,688	11,528,396
Commitments and contingencies (Note 13)
Stockholders' Deficit
Common stock, $0.00001 par value; 20,000,000,000 shares authorized; 2,097,743,117 and 1,849,932,312 shares issued and outstanding at June 30, 2022 and March 31, 2022, respectively	20,323	17,846
Additional paid in capital	10,556,458	10,251,530
Accumulated deficit	(26,043,709)	(20,474,067)
Total Stockholders' Deficit	(15,466,508)	(10,204,271)	$ (1,688,953)
Total Liabilities and Stockholders' Deficit	1,156,180	1,324,125
Preferred Stock [Member]
Stockholders' Deficit
Preferred Stock, Value, Issued	0	$ 0
Series A Preferred Stock [Member]
Stockholders' Deficit
Preferred Stock, Value, Issued	20		20
Series B Preferred Stock [Member]
Stockholders' Deficit
Preferred Stock, Value, Issued	$ 400		$ 400

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2022	Mar. 31, 2022
Preferred stock shares authorized	50,000,000	50,000,000
Preferred stock undesignated	8,000,000	8,000,000
Common stock par value	$ 0.00001	$ 0.00001
Common stock shares authorized	20,000,000,000	20,000,000,000
Common stock shares issued	2,097,743,117	1,849,932,312
Common stock shares outstanding	2,097,743,117	1,849,932,312
Series A Preferred Stock [Member]
Preferred Stock, Shares Issued	2,000,000	2,000,000
Preferred Stock, Shares Outstanding	2,000,000	2,000,000
Series B Preferred Stock [Member]
Preferred Stock, Shares Issued	40,000,000	40,000,000
Preferred Stock, Shares Outstanding	40,000,000	40,000,000

XML

Consolidated Income Statement (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Revenue:
Total revenue	$ 700,341	$ 568,765
Operating expenses
Sales and marketing	64,577	62,278
Utilities	40,710	31,191
Leasing expense	129,466	147,436
Payroll expenses	648,429	415,628
General and administrative	1,552,480	1,100,849
Depreciation and amortization expense	71,759	88,049
Total operating expenses	2,507,421	1,845,431
Loss from continuing operations	(1,807,080)	(1,276,666)
Other income (expense):
Gain on forgiveness of loan		23,303
Gain on extinguishment of debt	107,208	80,741
(Loss) gain on sale of assets	(6,427)	230
Financing expense	(39,196)
(Loss) gain on fair value of derivative liabilities	(2,809,276)	310,871
Initial derivative expense	(194,323)
Interest expense	(820,548)	(199,826)
Total other income	(3,762,562)	215,319
Net loss	(5,569,642)	(1,061,347)
Live Events [Member]
Revenue:
Total revenue	337,822	235,591
Gym [Member]
Revenue:
Total revenue	$ 362,519	$ 333,174

XML

Consolidated Income Statement (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Earnings Per Share, Basic	$ (0.003)	$ (0.001)
Earnings Per Share, Diluted	$ (0.003)	$ (0.001)
Weighted Average Number of Shares Outstanding, Basic	1,981,717,164	1,207,948,242
Weighted Average Number of Shares Outstanding, Diluted	1,981,717,164	1,207,948,242

XML

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, 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, 2022	$ 20	$ 400	$ 17,846	10,251,530	(20,474,067)	(10,204,271)
Beginning balance, shares at Mar. 31, 2022	2,000,000	40,000,000	1,849,932,312
Issuance of convertible notes			$ 2,477	304,928		307,405
Issuance of convertible notes, shares			247,810,805
Net loss					(5,569,642)	(5,569,642)
Ending balance, value at Jun. 30, 2022	$ 20	$ 400	$ 20,323	$ 10,556,458	$ (26,043,709)	$ (15,466,508)
Ending balance, shares at Jun. 30, 2022	2,000,000	40,000,000	2,097,743,117

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash Flows from Operating Activities
Net Loss	$ (5,569,642)	$ (1,061,347)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock compensation		23,650
Depreciation and amortization	71,759	88,049
Loss (gain) on sale of assets	6,427	(230)
Gain on forgiveness of loan		(23,303)
Gain on extinguishment of debt	(107,208)	(80,741)
Financing expense	0	8,246
Amortization of debt discount	578,080	155,736
Initial derivative expense	194,323
Loss (gain) on fair value of compound embedded derivative	2,809,276	(310,871)
Right-of-use asset/liability	(26,574)	24,376
Changes in operating assets & liabilities
Prepaid expenses	42,328	(18,231)
Accounts payable and accrued liabilities	598,247	183,736
Related party advances	(5,786)
Deferred revenue	(55,918)	(34,896)
Net cash used by operating activities	(1,464,688)	(1,045,826)
Cash Flows from Investing Activities
Business acquisitions	40,000	(125,000)
Capital expenditures	(24,456)	(174,184)
Net cash provided by investing activities	15,544	(299,184)
Cash Flows from Financing Activities
Proceeds from notes payable	367,608	153,000
Proceeds from convertible notes payable	1,167,230	370,181
Repayments of convertible notes payable	(108,371)	(65,372)
Repayments of notes payable		(2,347)
Payment of note payable		(843)
Issuance of common stock		880,000
Net cash provided by financing activities	1,426,467	1,334,619
Decrease in Cash	(22,677)	(10,391)
Cash at beginning of period	39,623	122,176
Cash (and equivalents) at end of period	16,946	111,785
Supplemental Cash Flow Information
Cash paid for interest	34,789	2,319
Cash paid for income taxes
Non-cash investing and financing activities:
Conversion of note payable and accrued interest to common stock	162,795
Initial recognition of derivative liability as debt discount	725,305	2,038,843
Net assets disposed of	$ 40,000

XML

ORGANIZATION AND NATURE OF BUSINESS

3 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

We are the premier development league for mixed martial arts (“MMA”). We operate in two major branded businesses: The B2 Fighting Series and The ONE More Gym Official B2 Training Facilities Network. We primarily derive revenues from live event ticket sales, pay-per-view ticket sales, content media marketing, and fitness facility memberships.

Our Live Events business (the B2 Fighting Series) is primarily engaged with scheduling, organizing, and producing live MMA events, marketing those events, and generating both live audience and PPV ticket sales, as well as creatively marketing the archived content generated through its operations in this business. We also plan to generate additional revenues over time from endorsement deals with global brands as its audience grows. The B2 Fighting Series is licensed in 18 U.S. states to operate LIVE MMA Fights. Most B2 Fighting Series events sell out at the gate.

Our Chairman and CEO is now Greg P. Bell. Mr. Bell has over 30 years of global experience developing more than 20 companies in the sports, television, entertainment, digital distribution, and banking transaction industries. Capitalizing on the combination of his expertise, relationships, and experience as well as his involvement with more than 40,000 live events over his career for major sports leagues and entertainment venues, we are in the process of developing and acquiring companies to become a premier vertically integrated live event sports company.

Our Fitness Facility business operates primarily through the ONE More Gym Official B2 Training Facilities Network. We currently operate two ONE More Gym locations.

Basis of Presentation and Consolidation

The Company has seven wholly owned subsidiaries. Hardrock Promotions LLC which owns Hardrock MMA in Kentucky, United Combat League MMA LLC, Pinnacle Combat LLC, Strike Hard Productions, 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 seven 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 ten 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.

The Company changed the presentation of prior year cost of sales to operating expenses. It’s the opinion of management that with all of B2’s business expenses are operating in nature. The nature of the gym’s expenses for payroll, leasing and utilities do not directly derive income in the form of memberships and services generated by the gym on a daily basis. Secondarily, the nature of the MMA LIVE Fights’ expenses also does not directly affect or derive income in the form of ticket, merchandise and concession sales generated by live MMA events. Therefore, we believe the traditional cost of goods sold expense items should be eliminated from both business income statements and all expenses should be reported as operating expense to more accurately reflect the true nature of the business. Traditional line items such as raw materials, labor associated with the production of finished goods and depreciation and amortization of machinery and intangibles associated with converting raw materials into finished goods do not exist in either of these businesses. As such for the three months ended June 30, 2021, approximately $203,502 of cost of sales was reclassified as operating expense.

XML

ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

ACCOUNTING POLICIES

NOTE 2 - ACCOUNTING POLICIES

The significant accounting policies of the Company are as follows:

Basis of Accounting

The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of Estimates

Management uses estimates and assumptions in preparing the consolidated 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, the valuation of long-lived and intangible assets and the valuation of assets and liabilities acquired through business combinations. Actual results could differ from these estimates and assumptions.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains deposits primarily in four financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits or $250,000. The Company did not have any cash in excess of FDIC limits at June 30, 2022 and 2021, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of accounts payable and accrued liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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.

Assets Held for Sale

We consider properties to be Assets held for sale when management approves and commits to a plan to dispose of a property or group of properties. The property held for sale prior to the sale date is separately presented on the balance sheets as Net assets held for sale. During the fourth quarter of fiscal 2022 management initiated the sale of the gyms located in Indiana: One More Gym, LLC, One More Gym Valparaiso and One More Gym Merrillville. During the three months ended June 30, 2022 the Company completed the sale of ONE More Gym, LLC for cash proceeds of $40,000.

Long-Lived Assets

Management reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. For assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured using fair value. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.

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.

Live event 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. Revenue associated with B2FS (Fight Club) consist primarily of 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

Revenues in connection with Company owned Fitness Clubs consist primarily of monthly membership dues and ancillary products. Monthly membership dues are recognized during the monthly membership period and any dues paid not correlating to the current period are recorded in deferred revenue. Ancillary products are recorded in the period the services or products are delivered.

Income Taxes

The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated Statements of Operations in the period that includes the enactment date. Through June 30, 2022, 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, consequently, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, revenue processed through the Company's payment processor are guaranteed further mitigating Credit Risk.

Earnings Per Share (EPS)

The Company utilize FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options, restricted stock awards and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive. As of June 30, 2022, the convertible notes are indexed to 19,585,533,532 shares of common stock.

The following table sets for the computation of basic and diluted earnings per share for the three months ended June 30, 2022 and 2021:

	June 30, 2022			June 30, 2021
Basic and diluted
Net loss	$	(5,569,642	)	$	(1,061,347	)
Net loss per share
Basic	$	(0.003	)	$	(0.001	)
Diluted	$	(0.003	)	$	(0.001	)
Weighted average number of shares outstanding:
Basic & diluted		1,981,717,164			1,207,948,242

Stock Based Compensation

The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Accounting for Stock Compensation, which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC.

Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options and stock awards, whether held by employees or others. As of June 30, 2022, there were no options outstanding.

On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The Company adopted ASU 2018-07 on April 1, 2019.

During the three months ended June 30, 2021, the Company recorded $23,650 in stock-compensation expense.

Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.

On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the statements of operations.

As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.

Recently Adopted Accounting Pronouncements

In 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.

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GOING CONCERN

3 Months Ended

Jun. 30, 2022

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 three months ended June 30, 2022, the Company had a net loss of $(5,569,642), had net cash used in operating activities of $1,464,688, had negative working capital of $(16,283,881), accumulated deficit of $(26,043,709) and stockholders’ deficit of $(15,466,508). These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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REVENUE

3 Months Ended

Jun. 30, 2022

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 months ended June 30, 2022 and 2021 are as follows: 

	For the three months ended
	June 30,		June 30,
	2022		2021
Live events	$	337,822	$	235,591
Gym revenue		362,519		333,174
Net sales	$	700,341	$	568,765

All revenue is derived in the United States.

Information about the Company’s deferred revenue for the three months ended June 30, 2022 and 2021 are as follows: 

	As of
	June 30,			June 30,
	2022			2021
Balance at beginning of year	$	104,704		$	119,504
Deferral of revenue		303,857			169,798
Recognition of unearned revenue		(359,775	)		(204,694	)
Balance at June 30	$	48,786		$	84,608

Deferred revenue for the periods ended June 30, 2022 and March 31, 2022 was $48,786 and $104,704, respectively. This deferred revenue represents deferred gym memberships fees and tickets pre-sold for live events, which pertain to performance obligations not realized as of June 30, 2022 and March 31, 2022.

Revenue recognized for the three months ended June 30, 2022 and 2021, which was included in the unearned revenue liability balance at the beginning of the year, was $359,775 and $204,694, respectively. This revenue represents gym membership fees and live event sales for performance obligations met in the three months ended June 30, 2022 and 2021.

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PROPERTY AND EQUIPMENT

3 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment, net, consisted of the following at June 30, 2022 and March 31, 2022: 

	June 30, 2022			March 31, 2022
Gym equipment	$	229,821		$	229,821
Cages		151,009			151,009
Event assets		122,795			122,795
Furniture and fixtures		19,366			19,366
Production truck gear		11,740			11,740
Production equipment		80,965			80,965
Venue lighting system		38,266			38,266
Leasehold improvements		135,301			126,851
Electronics hardware and software		191,299			181,720
Trucks trailers and vehicles		289,028			289,028
		1,269,590			1,251,561
Less: accumulated depreciation		(333,027	)		(267,344	)
	$	936,563		$	984,217

Depreciation expense related to these assets for the three months ended June 30, 2022 and 2021 amounted to $65,683 and $61,859, respectively.

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INTANGIBLE ASSETS

3 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 6 – INTANGIBLE ASSETS

Intangible assets, net, consisted of the following at June 30, 2022 and March 31, 2021: 

	As of			As of
	June 30, 2022			March 31, 2022
Licenses	$	142,248		$	142,248
Software/website development		12,585			12,585
Customer relationships		60,322			60,322
		215,155			215,155
Less: accumulated amortization		(176,016	)		(169,940	)
	$	39,139		$	45,215

Licenses are amortized over five years, whereas customer relationships and software/website development are amortized over three years. Amortization expense related to these assets for the three months ended June 30, 2022 and 2021 amounted to $6,076 and $26,190, respectively.

Estimated amortization expense for each of the next five years: 

Fiscal year ended March 31, 2023	$	18,227
Fiscal year ended March 31, 2024		20,912
Total	$	39,139

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BUSINESS DISPOSITION

3 Months Ended

Jun. 30, 2022

Business Disposition

BUSINESS DISPOSITION

NOTE 7 – BUSINESS DISPOSITION

One More Gym, LLC

On June 2, 2022 the Company entered into an agreement to dispose of 100% of the equity interest in One More Gym, LLC. The value received for the disposition was $40,000 and during the quarter ended the Company removed the assets held for sale related to this entity. The Company recorded an impairment loss on the assets of One More Gym, LLC during the year ended March 31, 2022 in the amount of $86,099.

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NOTES PAYABLE

3 Months Ended

Jun. 30, 2022

Notes Payable

NOTES PAYABLE

NOTE 8 - NOTES PAYABLE

The following is a summary of notes payable as of June 30, 2022 and March 31, 2022:  

	As of June 30, 2022		As of March 31, 2022
Notes Payable:
SBA EIDL Loan	$	10,000	$	10,000
SBA Loan Payable B2 Digital		97,200		97,200
GS Capital, LLC		303,000		153,000
SBA Loan (Hillcrest)		35,400		35,400
Advantage Platform		220,000		–
Notes Payable – in default
Emry Capital $14,000, 4% loan with principal and interest due April, 2021		14,000		14,000
WLES LP LLC $60,000, 5% loan due January 15, 2022		30,000		30,000
Total notes payable		709,600		339,600
Less: long-term		–		(30,000	)
Total	$	709,600	$	309,600

During the three months ended June 30, 2022, the Company entered into an Agreement for the Purchase and Sale of Future Receipts with Advantage Platform. In exchange for $300,000 the Company agreed to release future revenue to Advantage in the amount of $14,400 for 30 weeks. The Company accounted for this agreement as a debt under guidance from ASC 470-10-25-2. This transaction does not purport a sale of the Company, the Company continues to be involved in the daily operations and generation of cash flow, the transaction is cancelable by either party and with a lump sum payment or other transfer of assets to Advantage by the Company, the agreement explicitly limits Advantage’s rate of return, Advantage has several other entities in its portfolio and has any recourse to the Company relating to the payments due under the agreement.

As of June 30, 2022, the Emry Capital note is in default. However, the note is not subject to any default provisions.

As of June 30, 2022, the WLES LP LLC note is in default. However, the note is not subject to any default provisions.

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CONVERTIBLE NOTE PAYABLE

3 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

CONVERTIBLE NOTE PAYABLE

NOTE 9 – CONVERTIBLE NOTE PAYABLE

The following is a summary of convertible notes payable as of June 30, 2022: 

Note*	Issuance Date	Maturity	Coupon	Face Value		Unamortized Discount		Carrying Value
Note 8	8/04/2020	12/31/2022	8%	$	97,000	$	–	$	97,000
Note 9	10/02/2020	12/31/2022	8%		205,000		–		205,000
Note 10	10/15/2020	12/31/2022	8%		172,000		–		172,000
Note 11	11/02/2020	12/31/2022	8%		69,000		–		69,000
Note 12	11/12/2020	12/31/2022	8%		69,000		–		69,000
Note 14	12/10/2020	12/31/2022	8%		80,000		–		80,000
Note 16	1/14/2021	12/31/2022	8%		107,000		–		107,000
Note 17	1/27/2021	12/31/2022	8%		60,000		–		60,000
Note 20	4/30/2021	12/31/2022	8%		104,000		–		104,000
Note 21	5/25/2021	12/31/2022	8%		104,000		–		104,000
Note 22	6/24/2021	12/31/2022	8%		185,652		–		185,652
Note 24	7/24/2021	12/31/2022	8%		265,000		6,839		258,161
Note 25	8/04/2021	12/31/2022	8%		129,800		3,542		126,258
Note 26	8/11/2021	12/31/2022	8%		151,500		4,001		147,499
Note 28	8/20/2021	12/31/2022	8%		151,500		4,584		146,916
Note 29	8/30/2021	12/31/2022	8%		140,650		6,914		133,736
Note 30	9/02/2021	12/31/2022	8%		216,385		11,947		204,438
Note 31	9/17/2021	12/31/2022	8%		270,480		12,919		257,561
Note 32	9/30/2021	12/31/2022	8%		270,480		17,595		252,885
Note 34	10/26/2021	12/31/2022	8%		270,480		22,985		247,495
Note 36	11/03/2021	12/31/2022	8%		270,480		16,069		254,411
Note 37	11/16/2021	12/31/2022	8%		324,576		63,398		261,178
Note 38	11/30/2021	12/31/2022	8%		270,480		39,344		231,136
Note 39	12/10/2021	12/31/2022	8%		601,000		88,760		512,240
Note 40	12/15/2021	12/31/2022	8%		270,480		44,017		226,463
Note 41	12/23/2021	12/23/2022	8%		54,100		9,667		44,433
Note 42	1/04/2022	1/04/2023	8%		270,480		23,045		247,435
Note 43	1/12/2022	1/12/2023	8%		300,000		221,695		78,305
Note 44	1/19/2022	1/19/2023	8%		270,480		33,573		236,907
Note 45	2/02/2022	2/02/2023	8%		270,480		26,502		243,978
Note 46	2/03/2022	2/03/2023	8%		425,000		314,068		110,932
Note 47	2/15/2022	2/15/2023	8%		270,480		20,293		250,187
Note 48	2/24/2022	2/24/2023	8%		211,640		156,399		55,241
Note 49	3/01/2022	3/01/2023	8%		120,000		94,147		25,853
Note 50	3/01/2022	3/01/2023	8%		270,480		27,771		242,709
Note 51	3/16/2022	3/16/2023	8%		270,480		26,476		244,004
Note 52	3/22/2022	3/22/2023	8%		120,000		98,661		21,339
Note 53	4/01/2022	4/01/2023	8%		135,240		12,936		122,304
Note 54	4/01/2022	4/01/2023	8%		270,480		25,402		245,078
Note 55	4/04/2022	4/04/2023	8%		92,040		78,530		13,510
Note 56	4/15/2022	4/15/2023	8%		270,480		27,618		242,862
Note 57	4/29/2022	4/29/2023	8%		270,480		21,093		249,387
Note 58	5/05/2022	5/05/2023	8%		66,100		56,398		9,702
Note 59	5/31/2022	5/31/2023	8%		160,000		140,616		19,384
Total				$	8,974,383	$	1,757,804	$	7,216,579

* Notes 1, 2, 3, 4, 5, 6 and 7 in the amounts of $82,000, $208,000, $27,000, $62,000, $202,400, $78,000 and $85,800 respectively, were fully converted as of June 30, 2022.

* On July 7, 2022, the maturity date of each of Notes 8, 9, 10, 11, 12, 14, 16, 17, 20, 21, 22, 24, 25, 26, 27, 28, 29, 30, 31, 32, 34, 36, 37, 38, & 40 were extended to December 31, 2022, and the lender waived all penalty interest for non-payment.

*Note 27 in the amount of $88,400 was paid in cash on April 4, 2022. The Company recognized a gain on extinguishment of debt in the amount of $71,799, related to the write off of the derivative liability.

Between April 1, 2022, and June 30, 2022, the Company issued to “accredited investors,” Convertible Promissory Notes aggregating a principal amount of $1,264,820. The Company received an aggregate net proceeds of $1,167,230 after $90,590 in original note discount and $7,000 legal fees. The Company has agreed to pay interest on the unpaid principal balance at the rate of eight percent (8%) per annum from the dates on which Notes are issued until the same becomes due and payable, whether at maturity or upon acceleration, prepayment or otherwise. The Company shall have the right to prepay the Notes, provided it makes a payment as set forth in the agreements.

The outstanding principal amount of the Notes is convertible into the Company’s common stock at the lender’s option at $0.01 per share for the first six months of the term of the Notes. The notes have varying conversion rates. After the six-month anniversary, the conversion price is equal to 63%-70% of the average of the three lowest trading prices of the Company’s common stock. Five of 40 notes outstanding have a fixed conversion rate of $0.002.

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 (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative features consisted of the embedded conversion option and default puts. The conversion option and default puts bear risks of equity which were not clearly and closely related to the host debt agreement and required bifurcation. The contracts do not permit the Company to settle in registered shares and the contracts also contain make-whole provisions both of which preclude equity classification. Current accounting principles that are also provided in ASC 815 do not permit an issuer to account separately for individual derivative terms and features that require bifurcation and liability classification. Rather, such terms and features must be and were bundled together and fair valued as a single, compound embedded derivative.

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 three months ended June 30, 2022, is as follows: 

Note	Interest Expense		Accrued Interest		Amortization of Debt Discount		Unamortized
Note 7	$	–	$	11,420	$	–	$	–
Note 8		10,991		36,746		–		–
Note 9		9,200		43,797		–		–
Note 10		7,719		35,644		–		–
Note 11		3,096		13,687		–		–
Note 12		3,096		13,346		–		–
Note 14		3,590		14,369		–		–
Note 15		–		–		–		–
Note 16		3,746		16,317		–		–
Note 17		2,693		9,357		–		–
Note 18		–		–		–		–
Note 19		–		–		–		–
Note 20		2,074		9,710		339		–
Note 21		2,074		9,141		1,039		–
Note 22		3,703		15,096		16,440		–
Note 24		5,285		19,632		19,476		6,839
Note 25		2,589		9,388		10,057		3,542
Note 26		3,022		10,725		11,379		4,001
Note 27		78		–		12,288		–
Note 28		3,022		10,427		12,936		4,584
Note 29		2,805		9,372		9,739		6,914
Note 30		4,316		14,275		16,695		11,947
Note 31		5,395		17,844		18,231		12,919
Note 32		5,395		16,184		16,450		17,595
Note 34		5,395		15,058		15,947		22,985
Note 35		200		–		34,584		–
Note 36		5,395		14,169		11,422		16,069
Note 37		6,474		16,078		31,928		63,398
Note 38		5,395		12,568		20,803		39,344
Note 39		11,987		27,926		46,833		88,760
Note 40		5,395		11,679		22,893		44,017
Note 41		1,079		2,241		4,165		9,667
Note 42		5,395		10,493		9,265		23,045
Note 43		5,984		11,178		34,271		221,695
Note 44		5,395		9,604		13,081		33,573
Note 45		5,395		8,774		10,548		26,502
Note 46		8,477		13,693		48,550		314,068
Note 47		5,395		8,003		8,224		20,293
Note 48		4,221		5,845		24,177		156,399
Note 49		2,393		3,182		11,315		94,147
Note 50		5,395		7,173		9,663		27,771
Note 51		5,395		6,284		9,246		26,476
Note 52		2,393		2,630		9,339		98,661
Note 53		2,668		2,668		4,031		12,936
Note 54		5,335		5,335		7,926		25,402
Note 55		1,755		1,755		4,306		78,530
Note 56		4,506		4,506		5,176		27,618
Note 57		3,676		3,676		4,028		21,093
Note 58		811		811		3,092		56,398
Note 59		1,052		1,052		3,384		140,616
Total	$	200,850	$	542,858	$	553,266	$	1,757,804

Debt conversions 

The following table illustrates the debt converted and the associated gain or loss: 

Note	Conversion Date	Shares issued in conversion	Fair value of shares		Face Value		Accrued Interest		Total Debt		Derivative liability		Net (gain) / loss
Note 7	April 14, 2022	35,873,156	$	82,508	$	40,000	$	6,707	$	46,707	$	45,869	$	(10,068	)
Note 35	April 28, 2022	20,000,000		32,000		20,000		–		20,000		20,685		(8,685	)
Note 35	May 5, 2022	37,631,579		48,921		26,800		1,800		28,600		33,022		(12,701	)
Note 8	May 10, 2022	42,813,737		51,377		26,000		3,670		29,670		26,202		(4,495	)
Note 8	May 25, 2022	47,230,793		28,338		13,000		1,877		14,877		10,638		2,823
Note 8	June 6, 2022	64,261,540		64,262		20,000		2,941		22,941		41,730		(409	)
		247,810,805	$	307,406	$	145,800	$	16,995	$	162,795	$	178,146	$	(33,535	)

During the three months ended June 30, 2022, the Company repaid Note 27 in cash. The principal balance was $88,400 and the accrued interest was $4,476. The prepayment fee was $15,495. The Company repaid $108,371. As of the repayment dates, the derivative liability related to Notes was $73,673. As a result, the Company recorded a gain of extinguishment in the amount of $73,673.

Between the gain on extinguishment of $33,535 related to the conversions above and the gain on extinguishment related to the repayment, the total gain was $107,208.

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DERIVATIVE FINANCIAL INSTRUMENTS

3 Months Ended

Jun. 30, 2022

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 June 30, 2022: 

	June 30, 2022
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Compound embedded derivatives		19,585,533,532		(6,911,764	)
Total		19,585,533,532		(6,911,764	)

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2022: 

	March 31, 2022
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Compound embedded derivatives		559,931,126	$	(3,831,191	)
Total		559,931,126	$	(3,831,191	)

The following table summarizes the effects on the Company’s (loss) gain associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended June 30, 2022 and 2021:

	June 30,			June 30,
	2022			2021
Compound embedded derivatives	$	(2,809,276	)	$	310,871
Day one derivative loss		(194,323	)		–
Total	$	(3,003,599	)	$	310,871

The Company’s Convertible Promissory Notes issued between October 4, 2019 and June 30, 2022 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 require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. In addition, the standards do not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be bundled together, and fair valued as a single, compound embedded derivative. The Company has selected the Monte Carlo Simulations valuation technique to fair value the compound embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Monte Carlo Simulations technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.

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: 

	June 30, 2022
Quoted market price on valuation date	$0.0006
Contractual conversion rate	$0.0003 - $0.01
Contractual term to maturity	0.74 Years - 0.918 Years
Market volatility:
Equivalent Volatility	69.86% - 282.23%
Interest rate	8.0%

The following table reflects the issuances of compound embedded derivatives and the changes in fair value inputs and assumptions related to the compound embedded derivatives during the period ended June 30, 2022 March 31, 2022. 

	June 30,			March 31,
	2022			2022
Beginning balance	$	3,831,191		$	1,137,623
Issuances:
Compound embedded derivatives		326,921			2,038,843
Conversions		(178,146	)		(328,638	)
Derivative extinguished / debt repaid in cash		(71,801	)		(243,300	)
Loss on changes in fair value inputs and assumptions reflected in income		2,809,276			1,181,178
Day one derivative expense		194,323			45,485
Total	$	6,911,764		$	3,831,191

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EQUITY

3 Months Ended

Jun. 30, 2022

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 480,000,000 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. All 40,000,000 of Series B are issued and outstanding. Series B is convertible into 320,000,000 shares of common stock. The Series B 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 B Preferred Stock is entitled to 120 votes for each share of Series B Preferred Stock held by such shareholder.

Common Stock Issuances for the three months ended June 30, 2022

On April 14, 2022, GS Capital converted $40,000 in principal and $6,707 in accrued interest in connection with Promissory Note dated March 10, 2020. Pursuant to the terms of the conversion, the Company issued 35,873,156 shares of common stock at $0.001302 per share.

On April 28, 2022, Sixth Street Lending converted $20,000 in principal in connection with Promissory Note dated October 26, 2021. Pursuant to the terms of the conversion, the Company issued 20,000,000 shares of common stock at $0.0010 per share.

On May 5, 2022, 1800 Diagonal Lending converted $26,800 in principal and $1,800 in accrued interest in connection with Promissory Note dated October 26, 2021. Pursuant to the terms of the conversion, the Company issued 37,631,579 shares of common stock at $0.00076 per share.

On May 10, 2022, GS Capital converted $26,000 in principal and $3,670 in accrued interest in connection with Promissory Note dated August 4, 2020. Pursuant to the terms of the conversion, the Company issued 42,813,737 shares of common stock at $0.000693 per share.

On May 25, 2022, GS Capital converted $13,000 in principal and $1,877 in accrued interest in connection with Promissory Note dated August 4, 2020. Pursuant to the terms of the conversion, the Company issued 47,230,793 shares of common stock at $0.000315 per share.

On June 6, 2022, GS Capital converted $20,000 in principal and $2,941 in accrued interest in connection with Promissory Note dated August 4, 2020. Pursuant to the terms of the conversion, the Company issued 64,261,540 shares of common stock at $0.000357 per share.

Common Stock Issuances for the three months ended June 30, 2021

On April 1, 2021, the Company issued 50,000,000 shares of stock to GS Capital in exchange for $200,000 or $0.004 per share.

On April 10, 2021, the Company issued 25,000,000 shares of stock to AES Capital in exchange for $100,000 or $0.004 per share.

On April 14, 2021, the Company issued 13,750,000 shares of stock to GS Capital in exchange for $55,000 or $0.004 per share.

On May 13, 2021, the Company issued 50,000,000 shares of stock to GS Capital in exchange for $200,000 or $0.004 per share.

On May 21, 2021, the Company issued 1,500,000 shares of common stock to Rex Chan in exchange for contractor services valued at $6,450 or $0.0043 per share representing the share price at the date of the transaction.

On May 21, 2021, the Company issued 2,000,000 shares of common stock to BM Giancarlo in exchange for management services valued at $8,600 or $0.0043 per share representing the share price at the date of the transaction.

On May 21, 2021, the Company issued 2,000,000 shares of common stock to Carlos Diaz in exchange for management services valued at $8,600 or $0.0043 per share representing the share price at the date of the transaction.

On June 3, 2021, the Company issued 25,000,000 shares of stock to AES Capital in exchange for $100,000 or $0.004 per share.

On June 16, 2021, the Company issued 31,250,000 shares of stock to GS Capital in exchange for $125,000 or $0.004 per share.

On June 25, 2021, the Company issued 25,000,000 shares of stock to AES Capital in exchange for $100,000 or $0.004 per share.

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LEASES

3 Months Ended

Jun. 30, 2022

Leases

LEASES

NOTE 12 – LEASES

Tuscaloosa Lease

In connection with the acquisition of Hillcrest Fitness LLC on December 1, 2021, 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.

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 operating expenses on the statements of operations.

Birmingham Lease

In connection with the acquisition of Club Fitness LLC on April 1, 2021, the Company acquired a facility lease at 2520 Moody Parkway, Mood, AL 35004. The monthly lease payments are $6,000 and the lease expires on April 30, 2026.

Tuscaloosa Additional Space Lease

On November 1, 2021, the Company entered into a facilities lease (“Tuscaloosa Additional Space”) in Tuscaloosa, Alabama. The initial lease term is for five years, and the lease commencement date is December 1, 2021. The monthly lease payments are fixed at $1,625 plus Common Area Maintenance of $125 per month for all five years.

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 operating expenses on the statements of operations.

Right-of-use asset is summarized below:  

		June 30, 2022
	Tuscaloosa Additional Lease
Office lease	$	77,119
Less: accumulated amortization		(7,148	)
Right-of-use asset, net	$	69,971

Operating lease liability is summarized below:  

	June 30, 2022
	Tuscaloosa Lease			Birmingham Lease			Tuscaloosa Additional Lease			Total
Office lease	$	140,901		$	230,382		$	69,971		$	441,254
Less: current portion		(61,268	)		(51,898	)		(13,262	)		(126,428	)
Long term portion	$	79,633		$	178,484		$	56,709		$	314,826

Maturity of the lease liability is as follows:  

	June 30, 2022
	Tuscaloosa Lease			Birmingham Lease			Tuscaloosa Additional Lease			Total
Fiscal year ending March 31, 2023	$	54,000		$	54,000		$	14,625		$	122,625
Fiscal year ending March 31, 2024		72,000			72,000			19,500			163,500
Fiscal year ending March 31, 2025		30,000			72,000			19,500			121,500
Fiscal year ending March 31, 2026		–			72,000			19,500			91,500
Fiscal year ending March 31, 2027		–			6,000			13,000			19,000
Present value discount		(15,099	)		(45,618	)		(16,154	)		(76,871	)
Lease liability	$	140,901		$	230,382		$	69,971		$	441,254

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2022

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 June 30, 2022, 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 March 1, 2022, 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 March 1, 2022, 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 23, 2020. 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 and Mr. Bell was also issued 40,000,000 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”).

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.

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SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 14 - SUBSEQUENT EVENTS

Convertible Promissory Notes

On August 16, 2022, the Company issued 73,803,875 shares of stock to GS Capital in exchange for the conversion of $20,000 of principal and $3,248 of accrued interest related to convertible notes payable.

Notes payable

On July 7, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to Mast Hill Fund, LP a Promissory Note in the aggregate principal amount of $483,000.00. The Note has a maturity date of July 7, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $33,810.00 commencing on the ninetieth (90^th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten (10) months.

On August 11, 2022, the Company entered into an Agreement with Mast Hill Fund, LP pursuant to which the Company issued to Mast Hill Fund, LP a Promissory Note in the aggregate principal amount of $57,777.78. The Note has a maturity date of August 11, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $5,777.75 commencing on the ninetieth (90^th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten (10) months.

On August 26, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $66,000. The Note has a maturity date of August 26, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $7,128 commencing on the ninetieth (90^th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten (10) months.

On September 9, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $55,000. The Note has a maturity date of September 9, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $5,940 commencing on the ninetieth (90^th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten (10) months.

On September 16, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $55,000. The Note has a maturity date of September 16, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $5,940 commencing on the ninetieth (90^th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten (10) months.

On September 23, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $135,000. The Note has a maturity date of September 23, 2023, and the Company has agreed to principal payments that shall be made in ten (10) installments each in the amount of $14,580 commencing on the ninetieth (90^th) day anniversary following the issue date and continuing thereafter each thirty (30) days for ten (10) months.

Assets

On July 27, 2022, the Company disposed of One More Gym Merrillville, LLC in a sale of the assets. The Company received cash of $15,000 in exchange for the net assets totaling $36,299. This generated a loss on sale of assets of $21,299.

On July 27, 2022, the Company disposed of One More Gym Valparaiso, LLC in a sale of the assets. The Company received cash of 25,000 in exchange for the net assets totaling $71,452. This generated a loss on sale of assets of $46,452.

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ACCOUNTING POLICIES (Policies)

3 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Accounting

Basis of Accounting

The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of Estimates

Use of Estimates

Management uses estimates and assumptions in preparing the consolidated 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, the valuation of long-lived and intangible assets and the valuation of assets and liabilities acquired through business combinations. Actual results could differ from these estimates and assumptions.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains deposits primarily in four financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits or $250,000. The Company did not have any cash in excess of FDIC limits at June 30, 2022 and 2021, respectively.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of accounts payable and accrued liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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.

Assets Held for Sale

Assets Held for Sale

We consider properties to be Assets held for sale when management approves and commits to a plan to dispose of a property or group of properties. The property held for sale prior to the sale date is separately presented on the balance sheets as Net assets held for sale. During the fourth quarter of fiscal 2022 management initiated the sale of the gyms located in Indiana: One More Gym, LLC, One More Gym Valparaiso and One More Gym Merrillville. During the three months ended June 30, 2022 the Company completed the sale of ONE More Gym, LLC for cash proceeds of $40,000.

Long-Lived Assets

Long-Lived Assets

Management reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. For assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured using fair value. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.

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.

Live event 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. Revenue associated with B2FS (Fight Club) consist primarily of 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

Revenues in connection with Company owned Fitness Clubs consist primarily of monthly membership dues and ancillary products. Monthly membership dues are recognized during the monthly membership period and any dues paid not correlating to the current period are recorded in deferred revenue. Ancillary products are recorded in the period the services or products are delivered.

Income Taxes

Income Taxes

The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated Statements of Operations in the period that includes the enactment date. Through June 30, 2022, 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, consequently, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, revenue processed through the Company's payment processor are guaranteed further mitigating Credit Risk.

Earnings Per Share (EPS)

Earnings Per Share (EPS)

The Company utilize FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options, restricted stock awards and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive. As of June 30, 2022, the convertible notes are indexed to 19,585,533,532 shares of common stock.

The following table sets for the computation of basic and diluted earnings per share for the three months ended June 30, 2022 and 2021:

	June 30, 2022			June 30, 2021
Basic and diluted
Net loss	$	(5,569,642	)	$	(1,061,347	)
Net loss per share
Basic	$	(0.003	)	$	(0.001	)
Diluted	$	(0.003	)	$	(0.001	)
Weighted average number of shares outstanding:
Basic & diluted		1,981,717,164			1,207,948,242

Stock Based Compensation

Stock Based Compensation

The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Accounting for Stock Compensation, which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC.

Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options and stock awards, whether held by employees or others. As of June 30, 2022, there were no options outstanding.

On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The Company adopted ASU 2018-07 on April 1, 2019.

During the three months ended June 30, 2021, the Company recorded $23,650 in stock-compensation expense.

Leases

Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.

On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the statements of operations.

As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In 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.

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ACCOUNTING POLICIES (Tables)

3 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

	June 30, 2022			June 30, 2021
Basic and diluted
Net loss	$	(5,569,642	)	$	(1,061,347	)
Net loss per share
Basic	$	(0.003	)	$	(0.001	)
Diluted	$	(0.003	)	$	(0.001	)
Weighted average number of shares outstanding:
Basic & diluted		1,981,717,164			1,207,948,242

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REVENUE (Tables)

3 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of net sales by revenue type

	For the three months ended
	June 30,		June 30,
	2022		2021
Live events	$	337,822	$	235,591
Gym revenue		362,519		333,174
Net sales	$	700,341	$	568,765

Schedule of deferred revenue

	As of
	June 30,			June 30,
	2022			2021
Balance at beginning of year	$	104,704		$	119,504
Deferral of revenue		303,857			169,798
Recognition of unearned revenue		(359,775	)		(204,694	)
Balance at June 30	$	48,786		$	84,608

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PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	June 30, 2022			March 31, 2022
Gym equipment	$	229,821		$	229,821
Cages		151,009			151,009
Event assets		122,795			122,795
Furniture and fixtures		19,366			19,366
Production truck gear		11,740			11,740
Production equipment		80,965			80,965
Venue lighting system		38,266			38,266
Leasehold improvements		135,301			126,851
Electronics hardware and software		191,299			181,720
Trucks trailers and vehicles		289,028			289,028
		1,269,590			1,251,561
Less: accumulated depreciation		(333,027	)		(267,344	)
	$	936,563		$	984,217

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INTANGIBLE ASSETS (Tables)

3 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

	As of			As of
	June 30, 2022			March 31, 2022
Licenses	$	142,248		$	142,248
Software/website development		12,585			12,585
Customer relationships		60,322			60,322
		215,155			215,155
Less: accumulated amortization		(176,016	)		(169,940	)
	$	39,139		$	45,215

Schedule of amortization expense

Fiscal year ended March 31, 2023	$	18,227
Fiscal year ended March 31, 2024		20,912
Total	$	39,139

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NOTES PAYABLE (Tables)

3 Months Ended

Jun. 30, 2022

Notes Payable

Schedule of notes payable

	As of June 30, 2022		As of March 31, 2022
Notes Payable:
SBA EIDL Loan	$	10,000	$	10,000
SBA Loan Payable B2 Digital		97,200		97,200
GS Capital, LLC		303,000		153,000
SBA Loan (Hillcrest)		35,400		35,400
Advantage Platform		220,000		–
Notes Payable – in default
Emry Capital $14,000, 4% loan with principal and interest due April, 2021		14,000		14,000
WLES LP LLC $60,000, 5% loan due January 15, 2022		30,000		30,000
Total notes payable		709,600		339,600
Less: long-term		–		(30,000	)
Total	$	709,600	$	309,600

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CONVERTIBLE NOTE PAYABLE (Tables)

3 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Convertible Notes Payable

Note*	Issuance Date	Maturity	Coupon	Face Value		Unamortized Discount		Carrying Value
Note 8	8/04/2020	12/31/2022	8%	$	97,000	$	–	$	97,000
Note 9	10/02/2020	12/31/2022	8%		205,000		–		205,000
Note 10	10/15/2020	12/31/2022	8%		172,000		–		172,000
Note 11	11/02/2020	12/31/2022	8%		69,000		–		69,000
Note 12	11/12/2020	12/31/2022	8%		69,000		–		69,000
Note 14	12/10/2020	12/31/2022	8%		80,000		–		80,000
Note 16	1/14/2021	12/31/2022	8%		107,000		–		107,000
Note 17	1/27/2021	12/31/2022	8%		60,000		–		60,000
Note 20	4/30/2021	12/31/2022	8%		104,000		–		104,000
Note 21	5/25/2021	12/31/2022	8%		104,000		–		104,000
Note 22	6/24/2021	12/31/2022	8%		185,652		–		185,652
Note 24	7/24/2021	12/31/2022	8%		265,000		6,839		258,161
Note 25	8/04/2021	12/31/2022	8%		129,800		3,542		126,258
Note 26	8/11/2021	12/31/2022	8%		151,500		4,001		147,499
Note 28	8/20/2021	12/31/2022	8%		151,500		4,584		146,916
Note 29	8/30/2021	12/31/2022	8%		140,650		6,914		133,736
Note 30	9/02/2021	12/31/2022	8%		216,385		11,947		204,438
Note 31	9/17/2021	12/31/2022	8%		270,480		12,919		257,561
Note 32	9/30/2021	12/31/2022	8%		270,480		17,595		252,885
Note 34	10/26/2021	12/31/2022	8%		270,480		22,985		247,495
Note 36	11/03/2021	12/31/2022	8%		270,480		16,069		254,411
Note 37	11/16/2021	12/31/2022	8%		324,576		63,398		261,178
Note 38	11/30/2021	12/31/2022	8%		270,480		39,344		231,136
Note 39	12/10/2021	12/31/2022	8%		601,000		88,760		512,240
Note 40	12/15/2021	12/31/2022	8%		270,480		44,017		226,463
Note 41	12/23/2021	12/23/2022	8%		54,100		9,667		44,433
Note 42	1/04/2022	1/04/2023	8%		270,480		23,045		247,435
Note 43	1/12/2022	1/12/2023	8%		300,000		221,695		78,305
Note 44	1/19/2022	1/19/2023	8%		270,480		33,573		236,907
Note 45	2/02/2022	2/02/2023	8%		270,480		26,502		243,978
Note 46	2/03/2022	2/03/2023	8%		425,000		314,068		110,932
Note 47	2/15/2022	2/15/2023	8%		270,480		20,293		250,187
Note 48	2/24/2022	2/24/2023	8%		211,640		156,399		55,241
Note 49	3/01/2022	3/01/2023	8%		120,000		94,147		25,853
Note 50	3/01/2022	3/01/2023	8%		270,480		27,771		242,709
Note 51	3/16/2022	3/16/2023	8%		270,480		26,476		244,004
Note 52	3/22/2022	3/22/2023	8%		120,000		98,661		21,339
Note 53	4/01/2022	4/01/2023	8%		135,240		12,936		122,304
Note 54	4/01/2022	4/01/2023	8%		270,480		25,402		245,078
Note 55	4/04/2022	4/04/2023	8%		92,040		78,530		13,510
Note 56	4/15/2022	4/15/2023	8%		270,480		27,618		242,862
Note 57	4/29/2022	4/29/2023	8%		270,480		21,093		249,387
Note 58	5/05/2022	5/05/2023	8%		66,100		56,398		9,702
Note 59	5/31/2022	5/31/2023	8%		160,000		140,616		19,384
Total				$	8,974,383	$	1,757,804	$	7,216,579

Schedule of amortization expense, interest expense and accrued interest on debt

Note	Interest Expense		Accrued Interest		Amortization of Debt Discount		Unamortized
Note 7	$	–	$	11,420	$	–	$	–
Note 8		10,991		36,746		–		–
Note 9		9,200		43,797		–		–
Note 10		7,719		35,644		–		–
Note 11		3,096		13,687		–		–
Note 12		3,096		13,346		–		–
Note 14		3,590		14,369		–		–
Note 15		–		–		–		–
Note 16		3,746		16,317		–		–
Note 17		2,693		9,357		–		–
Note 18		–		–		–		–
Note 19		–		–		–		–
Note 20		2,074		9,710		339		–
Note 21		2,074		9,141		1,039		–
Note 22		3,703		15,096		16,440		–
Note 24		5,285		19,632		19,476		6,839
Note 25		2,589		9,388		10,057		3,542
Note 26		3,022		10,725		11,379		4,001
Note 27		78		–		12,288		–
Note 28		3,022		10,427		12,936		4,584
Note 29		2,805		9,372		9,739		6,914
Note 30		4,316		14,275		16,695		11,947
Note 31		5,395		17,844		18,231		12,919
Note 32		5,395		16,184		16,450		17,595
Note 34		5,395		15,058		15,947		22,985
Note 35		200		–		34,584		–
Note 36		5,395		14,169		11,422		16,069
Note 37		6,474		16,078		31,928		63,398
Note 38		5,395		12,568		20,803		39,344
Note 39		11,987		27,926		46,833		88,760
Note 40		5,395		11,679		22,893		44,017
Note 41		1,079		2,241		4,165		9,667
Note 42		5,395		10,493		9,265		23,045
Note 43		5,984		11,178		34,271		221,695
Note 44		5,395		9,604		13,081		33,573
Note 45		5,395		8,774		10,548		26,502
Note 46		8,477		13,693		48,550		314,068
Note 47		5,395		8,003		8,224		20,293
Note 48		4,221		5,845		24,177		156,399
Note 49		2,393		3,182		11,315		94,147
Note 50		5,395		7,173		9,663		27,771
Note 51		5,395		6,284		9,246		26,476
Note 52		2,393		2,630		9,339		98,661
Note 53		2,668		2,668		4,031		12,936
Note 54		5,335		5,335		7,926		25,402
Note 55		1,755		1,755		4,306		78,530
Note 56		4,506		4,506		5,176		27,618
Note 57		3,676		3,676		4,028		21,093
Note 58		811		811		3,092		56,398
Note 59		1,052		1,052		3,384		140,616
Total	$	200,850	$	542,858	$	553,266	$	1,757,804

Schedule of Debt Conversions

Note	Conversion Date	Shares issued in conversion	Fair value of shares		Face Value		Accrued Interest		Total Debt		Derivative liability		Net (gain) / loss
Note 7	April 14, 2022	35,873,156	$	82,508	$	40,000	$	6,707	$	46,707	$	45,869	$	(10,068	)
Note 35	April 28, 2022	20,000,000		32,000		20,000		–		20,000		20,685		(8,685	)
Note 35	May 5, 2022	37,631,579		48,921		26,800		1,800		28,600		33,022		(12,701	)
Note 8	May 10, 2022	42,813,737		51,377		26,000		3,670		29,670		26,202		(4,495	)
Note 8	May 25, 2022	47,230,793		28,338		13,000		1,877		14,877		10,638		2,823
Note 8	June 6, 2022	64,261,540		64,262		20,000		2,941		22,941		41,730		(409	)
		247,810,805	$	307,406	$	145,800	$	16,995	$	162,795	$	178,146	$	(33,535	)

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DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Jun. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of derivative liabilities

	June 30, 2022
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Compound embedded derivatives		19,585,533,532		(6,911,764	)
Total		19,585,533,532		(6,911,764	)

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2022: 

	March 31, 2022
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values
Compound embedded derivatives		559,931,126	$	(3,831,191	)
Total		559,931,126	$	(3,831,191	)

The following table summarizes the effects on the Company’s (loss) gain associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended June 30, 2022 and 2021:

	June 30,			June 30,
	2022			2021
Compound embedded derivatives	$	(2,809,276	)	$	310,871
Day one derivative loss		(194,323	)		–
Total	$	(3,003,599	)	$	310,871

Schedule of significant inputs

	June 30, 2022
Quoted market price on valuation date	$0.0006
Contractual conversion rate	$0.0003 - $0.01
Contractual term to maturity	0.74 Years - 0.918 Years
Market volatility:
Equivalent Volatility	69.86% - 282.23%
Interest rate	8.0%

Schedule of changes in fair value of derivatives

	June 30,			March 31,
	2022			2022
Beginning balance	$	3,831,191		$	1,137,623
Issuances:
Compound embedded derivatives		326,921			2,038,843
Conversions		(178,146	)		(328,638	)
Derivative extinguished / debt repaid in cash		(71,801	)		(243,300	)
Loss on changes in fair value inputs and assumptions reflected in income		2,809,276			1,181,178
Day one derivative expense		194,323			45,485
Total	$	6,911,764		$	3,831,191

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LEASES (Tables)

3 Months Ended

Jun. 30, 2022

Leases

Summary of right-of-use asset

		June 30, 2022
	Tuscaloosa Additional Lease
Office lease	$	77,119
Less: accumulated amortization		(7,148	)
Right-of-use asset, net	$	69,971

Summary of operating lease liability

	June 30, 2022
	Tuscaloosa Lease			Birmingham Lease			Tuscaloosa Additional Lease			Total
Office lease	$	140,901		$	230,382		$	69,971		$	441,254
Less: current portion		(61,268	)		(51,898	)		(13,262	)		(126,428	)
Long term portion	$	79,633		$	178,484		$	56,709		$	314,826

Schedule of maturity of the lease liability

	June 30, 2022
	Tuscaloosa Lease			Birmingham Lease			Tuscaloosa Additional Lease			Total
Fiscal year ending March 31, 2023	$	54,000		$	54,000		$	14,625		$	122,625
Fiscal year ending March 31, 2024		72,000			72,000			19,500			163,500
Fiscal year ending March 31, 2025		30,000			72,000			19,500			121,500
Fiscal year ending March 31, 2026		–			72,000			19,500			91,500
Fiscal year ending March 31, 2027		–			6,000			13,000			19,000
Present value discount		(15,099	)		(45,618	)		(16,154	)		(76,871	)
Lease liability	$	140,901		$	230,382		$	69,971		$	441,254

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ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Accounting Policies [Abstract]
Net loss	$ (5,569,642)	$ (1,061,347)
Net loss per share
Basic	$ (0.003)	$ (0.001)
Diluted	$ (0.003)	$ (0.001)
Weighted Average Number Of Shares Outstanding Basic	1,981,717,164	1,207,948,242
Weighted Average Number Of Shares Outstanding Diluted	1,981,717,164	1,207,948,242

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ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2022
Accounting Policies [Abstract]
Cash in excess of FDIC limit	$ 0		$ 0
Property useful life	3 to 7 years
Proceeds from sale of asset	$ 40,000
Anti-dilutive securities	19,585,533,532
Stock-compensation expense		$ 23,650

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GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2022	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Income (Loss) Attributable to Parent	$ (5,569,642)	$ (1,061,347)
Net Cash Provided by (Used in) Operating Activities	1,464,688	1,045,826
[custom:WorkingCapital-0]	(16,283,881)
Retained Earnings (Accumulated Deficit)	(26,043,709)		$ (20,474,067)
Stockholders' Equity Attributable to Parent	$ (15,466,508)	$ (1,688,953)	$ (10,204,271)	$ (1,533,336)

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REVENUE (Details - Net sales by revenue type) - USD ($)	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Net sales	$ 700,341	$ 568,765
Live Events [Member]
Disaggregation of Revenue [Line Items]
Net sales	337,822	235,591
Gym [Member]
Disaggregation of Revenue [Line Items]
Net sales	$ 362,519	$ 333,174

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REVENUE (Details - Deferred revenue) - USD ($)	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Revenue from Contract with Customer [Abstract]
Balance at beginning of year	$ 104,704	$ 119,504
Deferral of revenue	303,857	169,798
Recognition of unearned revenue	(359,775)	(204,694)
Balance at end of year	$ 48,786	$ 84,608

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REVENUE (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2022	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Contract with Customer, Liability, Current	$ 48,786	$ 84,608	$ 104,704	$ 119,504
Recognition of unearned revenue	$ 359,775	$ 204,694

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PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2022	Mar. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,269,590	$ 1,251,561
Less: accumulated depreciation	(333,027)	(267,344)
Total fixed assets	936,563	984,217
Gym Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	229,821	229,821
Cages [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	151,009	151,009
Event Assets [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	122,795	122,795
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	19,366	19,366
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	80,965	80,965
Venue Lighting System [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	38,266	38,266
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	135,301	126,851
Electronics [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	191,299	181,720
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 289,028	$ 289,028

XML

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 65,683	$ 61,859

XML

INTANGIBLE ASSETS (Details - Intangible assets, net) - USD ($)	Jun. 30, 2022	Mar. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	$ 215,155	$ 215,155
Less: accumulated amortization	(176,016)	(169,940)
Intangible assets net	39,139	45,215
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	$ 60,322	$ 60,322

XML

INTANGIBLE ASSETS (Details - Estimated amortization expense) - USD ($)	Jun. 30, 2022	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Fiscal year ended March 31, 2023	$ 18,227
Fiscal year ended March 31, 2024	20,912
Total	$ 39,139	$ 45,215

XML

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Jun. 30, 2022	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets net	$ 6,076	$ 26,190

XML

BUSINESS DISPOSITION (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022
Business Disposition
Dsposition received	$ 40,000
Impairment loss		$ 86,099

XML

NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2022	Mar. 31, 2022
Short-Term Debt [Line Items]
Total notes payable	$ 709,600	$ 339,600
Less: long-term	0	(30,000)
Short-term	709,600	309,600
GS Capital [Member]
Short-Term Debt [Line Items]
Total notes payable		153,000
S B A Loan Hillcrest [Member]
Short-Term Debt [Line Items]
Total notes payable	35,400	35,400
Wles Lp [Member]
Short-Term Debt [Line Items]
Total notes payable	30,000	30,000
EIDL 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
GS Capital [Member]
Short-Term Debt [Line Items]
Total notes payable	303,000
Advantage Platform [Member]
Short-Term Debt [Line Items]
Total notes payable	220,000	0
Emry Capital [Member]
Short-Term Debt [Line Items]
Total notes payable	$ 14,000	$ 14,000

XML

NOTES PAYABLE (Details Narrative)	3 Months Ended
	Jun. 30, 2022 USD ($)
Advantage Platform [Member]
Short-Term Debt [Line Items]
Proceeds from Sale of Finance Receivables	$ 300,000

XML

CONVERTIBLE NOTE PAYABLE (Details)	3 Months Ended
	Jun. 30, 2022 USD ($)
Debt Instrument [Line Items]
Face Value	$ 8,974,383
Unamortized Discount	1,757,804
Carrying Value	$ 7,216,579
Convertible Note 8 [Member]
Debt Instrument [Line Items]
Inception Date	Aug. 04, 2020
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 97,000
Unamortized Discount	0
Carrying Value	$ 97,000
Convertible Note 9 [Member]
Debt Instrument [Line Items]
Inception Date	Oct. 02, 2020
Maturity	Dec. 31, 2022
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	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 172,000
Unamortized Discount	0
Carrying Value	$ 172,000
Convertible Note 11 [Member]
Debt Instrument [Line Items]
Inception Date	Nov. 02, 2020
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 69,000
Unamortized Discount	0
Carrying Value	$ 69,000
Convertible Note 12 [Member]
Debt Instrument [Line Items]
Inception Date	Nov. 12, 2020
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 69,000
Unamortized Discount	0
Carrying Value	$ 69,000
Convertible Note 14 [Member]
Debt Instrument [Line Items]
Inception Date	Dec. 10, 2020
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 80,000
Unamortized Discount	0
Carrying Value	$ 80,000
Convertible Note 16 [Member]
Debt Instrument [Line Items]
Inception Date	Jan. 14, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 107,000
Unamortized Discount	0
Carrying Value	$ 107,000
Convertible Note 17 [Member]
Debt Instrument [Line Items]
Inception Date	Jan. 27, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 60,000
Unamortized Discount	0
Carrying Value	$ 60,000
Convertible Note 20 [Member]
Debt Instrument [Line Items]
Inception Date	Apr. 30, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 104,000
Unamortized Discount	0
Carrying Value	$ 104,000
Convertible Note 21 [Member]
Debt Instrument [Line Items]
Inception Date	May 25, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 104,000
Unamortized Discount	0
Carrying Value	$ 104,000
Convertible Note 22 [Member]
Debt Instrument [Line Items]
Inception Date	Jun. 24, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 185,652
Unamortized Discount	0
Carrying Value	$ 185,652
Convertible Note 24 [Member]
Debt Instrument [Line Items]
Inception Date	Jul. 24, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 265,000
Unamortized Discount	6,839
Carrying Value	$ 258,161
Convertible Note 25 [Member]
Debt Instrument [Line Items]
Inception Date	Aug. 04, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 129,800
Unamortized Discount	3,542
Carrying Value	$ 126,258
Convertible Note 26 [Member]
Debt Instrument [Line Items]
Inception Date	Aug. 11, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 151,500
Unamortized Discount	4,001
Carrying Value	$ 147,499
Convertible Note 28 [Member]
Debt Instrument [Line Items]
Inception Date	Aug. 20, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 151,500
Unamortized Discount	4,584
Carrying Value	$ 146,916
Convertible Note 29 [Member]
Debt Instrument [Line Items]
Inception Date	Aug. 30, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 140,650
Unamortized Discount	6,914
Carrying Value	$ 133,736
Convertible Note 30 [Member]
Debt Instrument [Line Items]
Inception Date	Sep. 02, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 216,385
Unamortized Discount	11,947
Carrying Value	$ 204,438
Convertible Note 31 [Member]
Debt Instrument [Line Items]
Inception Date	Sep. 17, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	12,919
Carrying Value	$ 257,561
Convertible Note 32 [Member]
Debt Instrument [Line Items]
Inception Date	Sep. 30, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	17,595
Carrying Value	$ 252,885
Convertible Note 34 [Member]
Debt Instrument [Line Items]
Inception Date	Oct. 26, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	22,985
Carrying Value	$ 247,495
Convertible Note 36 [Member]
Debt Instrument [Line Items]
Inception Date	Nov. 03, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	16,069
Carrying Value	$ 254,411
Convertible Note 37 [Member]
Debt Instrument [Line Items]
Inception Date	Nov. 16, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 324,576
Unamortized Discount	63,398
Carrying Value	$ 261,178
Convertible Note 38 [Member]
Debt Instrument [Line Items]
Inception Date	Nov. 30, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	39,344
Carrying Value	$ 231,136
Convertible Note 39 [Member]
Debt Instrument [Line Items]
Inception Date	Dec. 10, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 601,000
Unamortized Discount	88,760
Carrying Value	$ 512,240
Convertible Note 40 [Member]
Debt Instrument [Line Items]
Inception Date	Dec. 15, 2021
Maturity	Dec. 31, 2022
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	44,017
Carrying Value	$ 226,463
Convertible Note 41 [Member]
Debt Instrument [Line Items]
Inception Date	Dec. 23, 2021
Maturity	Dec. 23, 2022
Coupon	8.00%
Face Value	$ 54,100
Unamortized Discount	9,667
Carrying Value	$ 44,433
Convertible Note 42 [Member]
Debt Instrument [Line Items]
Inception Date	Jan. 04, 2022
Maturity	Jan. 04, 2023
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	23,045
Carrying Value	$ 247,435
Convertible Note 43 [Member]
Debt Instrument [Line Items]
Inception Date	Jan. 12, 2022
Maturity	Jan. 12, 2023
Coupon	8.00%
Face Value	$ 300,000
Unamortized Discount	221,695
Carrying Value	$ 78,305
Convertible Note 44 [Member]
Debt Instrument [Line Items]
Inception Date	Jan. 19, 2022
Maturity	Jan. 19, 2023
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	33,573
Carrying Value	$ 236,907
Convertible Note 45 [Member]
Debt Instrument [Line Items]
Inception Date	Feb. 02, 2022
Maturity	Feb. 02, 2023
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	26,502
Carrying Value	$ 243,978
Convertible Note 46 [Member]
Debt Instrument [Line Items]
Inception Date	Feb. 03, 2022
Maturity	Feb. 03, 2023
Coupon	8.00%
Face Value	$ 425,000
Unamortized Discount	314,068
Carrying Value	$ 110,932
Convertible Note 47 [Member]
Debt Instrument [Line Items]
Inception Date	Feb. 15, 2022
Maturity	Feb. 15, 2023
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	20,293
Carrying Value	$ 250,187
Convertible Note 48 [Member]
Debt Instrument [Line Items]
Inception Date	Feb. 24, 2022
Maturity	Feb. 24, 2023
Coupon	8.00%
Face Value	$ 211,640
Unamortized Discount	156,399
Carrying Value	$ 55,241
Convertible Note 49 [Member]
Debt Instrument [Line Items]
Inception Date	Mar. 01, 2022
Maturity	Mar. 01, 2023
Coupon	8.00%
Face Value	$ 120,000
Unamortized Discount	94,147
Carrying Value	$ 25,853
Convertible Note 50 [Member]
Debt Instrument [Line Items]
Inception Date	Mar. 01, 2022
Maturity	Mar. 01, 2023
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	27,771
Carrying Value	$ 242,709
Convertible Note 51 [Member]
Debt Instrument [Line Items]
Inception Date	Mar. 16, 2022
Maturity	Mar. 16, 2023
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	26,476
Carrying Value	$ 244,004
Convertible Note 52 [Member]
Debt Instrument [Line Items]
Inception Date	Mar. 22, 2022
Maturity	Mar. 22, 2023
Coupon	8.00%
Face Value	$ 120,000
Unamortized Discount	98,661
Carrying Value	$ 21,339
Convertible Note 53 [Member]
Debt Instrument [Line Items]
Inception Date	Apr. 01, 2022
Maturity	Apr. 01, 2023
Coupon	8.00%
Face Value	$ 135,240
Unamortized Discount	12,936
Carrying Value	$ 122,304
Convertible Note 54 [Member]
Debt Instrument [Line Items]
Inception Date	Apr. 01, 2022
Maturity	Apr. 01, 2023
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	25,402
Carrying Value	$ 245,078
Convertible Note 55 [Member]
Debt Instrument [Line Items]
Inception Date	Apr. 04, 2022
Maturity	Apr. 04, 2023
Coupon	8.00%
Face Value	$ 92,040
Unamortized Discount	78,530
Carrying Value	$ 13,510
Convertible Note 56 [Member]
Debt Instrument [Line Items]
Inception Date	Apr. 15, 2022
Maturity	Apr. 15, 2023
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	27,618
Carrying Value	$ 242,862
Convertible Note 57 [Member]
Debt Instrument [Line Items]
Inception Date	Apr. 29, 2022
Maturity	Apr. 29, 2023
Coupon	8.00%
Face Value	$ 270,480
Unamortized Discount	21,093
Carrying Value	$ 249,387
Convertible Note 58 [Member]
Debt Instrument [Line Items]
Inception Date	May 05, 2022
Maturity	May 05, 2023
Coupon	8.00%
Face Value	$ 66,100
Unamortized Discount	56,398
Carrying Value	$ 9,702
Convertible Note 59 [Member]
Debt Instrument [Line Items]
Inception Date	May 31, 2022
Maturity	May 31, 2023
Coupon	8.00%
Face Value	$ 160,000
Unamortized Discount	140,616
Carrying Value	$ 19,384

XML

CONVERTIBLE NOTES PAYABLE (Details - Amortization expense, interest expense and accrued interest)	3 Months Ended
	Jun. 30, 2022 USD ($)
Debt Instrument [Line Items]
Interest Expense	$ 200,850
Accrued Interest Balance	542,858
Amortization of Debt Discount	553,266
Unamortized Discount	1,757,804
Convertible Note 7 [Member]
Debt Instrument [Line Items]
Interest Expense
Accrued Interest Balance	11,420
Amortization of Debt Discount	0
Unamortized Discount	0
Convertible Note 8 [Member]
Debt Instrument [Line Items]
Interest Expense	10,991
Accrued Interest Balance	36,746
Amortization of Debt Discount	0
Unamortized Discount	0
Convertible Note 9 [Member]
Debt Instrument [Line Items]
Interest Expense	9,200
Accrued Interest Balance	43,797
Amortization of Debt Discount	0
Unamortized Discount	0
Convertible Note 10 [Member]
Debt Instrument [Line Items]
Interest Expense	7,719
Accrued Interest Balance	35,644
Amortization of Debt Discount	0
Unamortized Discount	0
Convertible Note 11 [Member]
Debt Instrument [Line Items]
Interest Expense	3,096
Accrued Interest Balance	13,687
Amortization of Debt Discount	0
Unamortized Discount	0
Convertible Note 12 [Member]
Debt Instrument [Line Items]
Interest Expense	3,096
Accrued Interest Balance	13,346
Amortization of Debt Discount	0
Unamortized Discount	0
Convertible Note 14 [Member]
Debt Instrument [Line Items]
Interest Expense	3,590
Accrued Interest Balance	14,369
Amortization of Debt Discount	0
Unamortized Discount	0
Convertible Note 15 [Member]
Debt Instrument [Line Items]
Interest Expense	0
Accrued Interest Balance	0
Amortization of Debt Discount	0
Unamortized Discount	0
Convertible Note 16 [Member]
Debt Instrument [Line Items]
Interest Expense	3,746
Accrued Interest Balance	16,317
Amortization of Debt Discount	0
Unamortized Discount	0
Convertible Note 17 [Member]
Debt Instrument [Line Items]
Interest Expense	2,693
Accrued Interest Balance	9,357
Amortization of Debt Discount	0
Unamortized Discount	0
Convertible Note 18 [Member]
Debt Instrument [Line Items]
Interest Expense	0
Accrued Interest Balance	0
Amortization of Debt Discount	0
Unamortized Discount	0
Convertible Note 19 [Member]
Debt Instrument [Line Items]
Interest Expense	0
Accrued Interest Balance	0
Amortization of Debt Discount	0
Unamortized Discount	0
Convertible Note 20 [Member]
Debt Instrument [Line Items]
Interest Expense	2,074
Accrued Interest Balance	9,710
Amortization of Debt Discount	339
Unamortized Discount	0
Convertible Note 21 [Member]
Debt Instrument [Line Items]
Interest Expense	2,074
Accrued Interest Balance	9,141
Amortization of Debt Discount	1,039
Unamortized Discount	0
Convertible Note 22 [Member]
Debt Instrument [Line Items]
Interest Expense	3,703
Accrued Interest Balance	15,096
Amortization of Debt Discount	16,440
Unamortized Discount	0
Convertible Note 24 [Member]
Debt Instrument [Line Items]
Interest Expense	5,285
Accrued Interest Balance	19,632
Amortization of Debt Discount	19,476
Unamortized Discount	6,839
Convertible Note 25 [Member]
Debt Instrument [Line Items]
Interest Expense	2,589
Accrued Interest Balance	9,388
Amortization of Debt Discount	10,057
Unamortized Discount	3,542
Convertible Note 26 [Member]
Debt Instrument [Line Items]
Interest Expense	3,022
Accrued Interest Balance	10,725
Amortization of Debt Discount	11,379
Unamortized Discount	4,001
Convertible Note 27 [Member]
Debt Instrument [Line Items]
Interest Expense	78
Accrued Interest Balance	0
Amortization of Debt Discount	12,288
Unamortized Discount	0
Convertible Note 28 [Member]
Debt Instrument [Line Items]
Interest Expense	3,022
Accrued Interest Balance	10,427
Amortization of Debt Discount	12,936
Unamortized Discount	4,584
Convertible Note 29 [Member]
Debt Instrument [Line Items]
Interest Expense	2,805
Accrued Interest Balance	9,372
Amortization of Debt Discount	9,739
Unamortized Discount	6,914
Convertible Note 30 [Member]
Debt Instrument [Line Items]
Interest Expense	4,316
Accrued Interest Balance	14,275
Amortization of Debt Discount	16,695
Unamortized Discount	11,947
Convertible Note 31 [Member]
Debt Instrument [Line Items]
Interest Expense	5,395
Accrued Interest Balance	17,844
Amortization of Debt Discount	18,231
Unamortized Discount	12,919
Convertible Note 32 [Member]
Debt Instrument [Line Items]
Interest Expense	5,395
Accrued Interest Balance	16,184
Amortization of Debt Discount	16,450
Unamortized Discount	17,595
Convertible Note 34 [Member]
Debt Instrument [Line Items]
Interest Expense	5,395
Accrued Interest Balance	15,058
Amortization of Debt Discount	15,947
Unamortized Discount	22,985
Convertible Note 35 [Member]
Debt Instrument [Line Items]
Interest Expense	200
Accrued Interest Balance	0
Amortization of Debt Discount	34,584
Unamortized Discount	0
Convertible Note 36 [Member]
Debt Instrument [Line Items]
Interest Expense	5,395
Accrued Interest Balance	14,169
Amortization of Debt Discount	11,422
Unamortized Discount	16,069
Convertible Note 37 [Member]
Debt Instrument [Line Items]
Interest Expense	6,474
Accrued Interest Balance	16,078
Amortization of Debt Discount	31,928
Unamortized Discount	63,398
Convertible Note 38 [Member]
Debt Instrument [Line Items]
Interest Expense	5,395
Accrued Interest Balance	12,568
Amortization of Debt Discount	20,803
Unamortized Discount	39,344
Convertible Note 39 [Member]
Debt Instrument [Line Items]
Interest Expense	11,987
Accrued Interest Balance	27,926
Amortization of Debt Discount	46,833
Unamortized Discount	88,760
Convertible Note 40 [Member]
Debt Instrument [Line Items]
Interest Expense	5,395
Accrued Interest Balance	11,679
Amortization of Debt Discount	22,893
Unamortized Discount	44,017
Convertible Note 41 [Member]
Debt Instrument [Line Items]
Interest Expense	1,079
Accrued Interest Balance	2,241
Amortization of Debt Discount	4,165
Unamortized Discount	9,667
Convertible Note 42 [Member]
Debt Instrument [Line Items]
Interest Expense	5,395
Accrued Interest Balance	10,493
Amortization of Debt Discount	9,265
Unamortized Discount	23,045
Convertible Note 43 [Member]
Debt Instrument [Line Items]
Interest Expense	5,984
Accrued Interest Balance	11,178
Amortization of Debt Discount	34,271
Unamortized Discount	221,695
Convertible Note 44 [Member]
Debt Instrument [Line Items]
Interest Expense	5,395
Accrued Interest Balance	9,604
Amortization of Debt Discount	13,081
Unamortized Discount	33,573
Convertible Note 45 [Member]
Debt Instrument [Line Items]
Interest Expense	5,395
Accrued Interest Balance	8,774
Amortization of Debt Discount	10,548
Unamortized Discount	26,502
Convertible Note 46 [Member]
Debt Instrument [Line Items]
Interest Expense	8,477
Accrued Interest Balance	13,693
Amortization of Debt Discount	48,550
Unamortized Discount	314,068
Convertible Note 47 [Member]
Debt Instrument [Line Items]
Interest Expense	5,395
Accrued Interest Balance	8,003
Amortization of Debt Discount	8,224
Unamortized Discount	20,293
Convertible Note 48 [Member]
Debt Instrument [Line Items]
Interest Expense	4,221
Accrued Interest Balance	5,845
Amortization of Debt Discount	24,177
Unamortized Discount	156,399
Convertible Note 49 [Member]
Debt Instrument [Line Items]
Interest Expense	2,393
Accrued Interest Balance	3,182
Amortization of Debt Discount	11,315
Unamortized Discount	94,147
Convertible Note 50 [Member]
Debt Instrument [Line Items]
Interest Expense	5,395
Accrued Interest Balance	7,173
Amortization of Debt Discount	9,663
Unamortized Discount	27,771
Convertible Note 51 [Member]
Debt Instrument [Line Items]
Interest Expense	5,395
Accrued Interest Balance	6,284
Amortization of Debt Discount	9,246
Unamortized Discount	26,476
Convertible Note 52 [Member]
Debt Instrument [Line Items]
Interest Expense	2,393
Accrued Interest Balance	2,630
Amortization of Debt Discount	9,339
Unamortized Discount	98,661
Convertible Note 53 [Member]
Debt Instrument [Line Items]
Interest Expense	2,668
Accrued Interest Balance	2,668
Amortization of Debt Discount	4,031
Unamortized Discount	12,936
Convertible Note 54 [Member]
Debt Instrument [Line Items]
Interest Expense	5,335
Accrued Interest Balance	5,335
Amortization of Debt Discount	7,926
Unamortized Discount	25,402
Convertible Note 55 [Member]
Debt Instrument [Line Items]
Interest Expense	1,755
Accrued Interest Balance	1,755
Amortization of Debt Discount	4,306
Unamortized Discount	78,530
Convertible Note 56 [Member]
Debt Instrument [Line Items]
Interest Expense	4,506
Accrued Interest Balance	4,506
Amortization of Debt Discount	5,176
Unamortized Discount	27,618
Convertible Note 57 [Member]
Debt Instrument [Line Items]
Interest Expense	3,676
Accrued Interest Balance	3,676
Amortization of Debt Discount	4,028
Unamortized Discount	21,093
Convertible Note 58 [Member]
Debt Instrument [Line Items]
Interest Expense	811
Accrued Interest Balance	811
Amortization of Debt Discount	3,092
Unamortized Discount	56,398
Convertible Note 59 [Member]
Debt Instrument [Line Items]
Interest Expense	1,052
Accrued Interest Balance	1,052
Amortization of Debt Discount	3,384
Unamortized Discount	$ 140,616

XML

CONVERTIBLE NOTE PAYABLE (Details-debt converted) - USD ($)								1 Months Ended		3 Months Ended
	Jun. 06, 2022	Jun. 06, 2022	May 25, 2022	May 10, 2022	May 10, 2022	May 05, 2022	Apr. 14, 2022	May 25, 2022	Apr. 28, 2022	Jun. 30, 2022
Debt Instrument [Line Items]
Shares issued in conversion										247,810,805
Fair value of shares										$ 307,406
Face Value										145,800
Accrued Interest										16,995
Total Debt										162,795
Derivative liability										178,146
Net (gain)/ loss										$ (33,535)
Convertible Note 7 [Member]
Debt Instrument [Line Items]
Conversion Date							Apr. 14, 2022
Shares issued in conversion						37,631,579	35,873,156
Fair value of shares				$ 51,377	$ 51,377		$ 82,508
Face Value							40,000
Accrued Interest							6,707
Total Debt							46,707
Derivative liability							45,869
Net (gain)/ loss							$ (10,068)
Convertible Note 35 [Member]
Debt Instrument [Line Items]
Conversion Date						May 05, 2022			Apr. 28, 2022
Shares issued in conversion									20,000,000
Fair value of shares						$ 48,921			$ 32,000
Face Value						26,800			20,000
Accrued Interest						1,800			0
Total Debt						28,600			20,000
Derivative liability						33,022			20,685
Net (gain)/ loss						$ (12,701)			$ (8,685)
Convertible Note 8 [Member]
Debt Instrument [Line Items]
Conversion Date	Jun. 06, 2022	Jun. 06, 2022	May 25, 2022	May 10, 2022	May 10, 2022			May 25, 2022
Shares issued in conversion	64,261,540			42,813,737				47,230,793
Fair value of shares	$ 64,262	$ 64,262	$ 28,338					$ 28,338
Face Value	20,000	20,000	13,000	$ 26,000	$ 26,000			13,000
Accrued Interest		2,941	1,877		3,670
Total Debt	22,941	22,941	14,877	29,670	29,670			14,877
Derivative liability	41,730	$ 41,730	$ 10,638	26,202	$ 26,202			10,638
Net (gain)/ loss	$ (409)			$ (4,495)				$ 2,823

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CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($)	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Apr. 04, 2022	Mar. 31, 2021
Debt Instrument [Line Items]
Convertible notes payable	$ 7,216,579
Gain on extinguishment	33,535
Debt face amount	8,974,383
Net proceeds	1,167,230	$ 370,181
Legal fees	$ 7,000
Conversion rate	$ 0.002
Repayments of Convertible Debt	$ 108,371	65,372
Derivative liability				$ 1,137,623
[custom:GainOnExtinguishmentOfDebt]	107,208	$ 80,741
Convertible Note 27 [Member]
Debt Instrument [Line Items]
Convertible notes payable			$ 88,400
Gain on extinguishment	71,799
Convertible Note 1 [Member]
Debt Instrument [Line Items]
Debt face amount	1,264,820
Original issue discount	90,590
Convertible Notes 1 [Member]
Debt Instrument [Line Items]
Net proceeds	1,167,230
Convertible Note 13 [Member]
Debt Instrument [Line Items]
Gain on extinguishment	73,673
Debt face amount	88,400
Interest Payable	4,476
Prepayment fee	15,495
Repayments of Convertible Debt	108,371
Derivative liability	$ 73,673

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DERIVATIVE FINANCIAL INSTRUMENTS (Details - Derivative liabilities) - USD ($)	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2022
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Compound embedded derivatives, shares	19,585,533,532		559,931,126
Compound embedded derivatives, value	$ (6,911,764)		$ (3,831,191)
Derivative, Gain (Loss) on Derivative, Net	(194,323)
Derivative, Gain (Loss) on Derivative, Net	(3,003,599)	310,871
Compound Embedded Derivatives [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Derivative, Gain (Loss) on Derivative, Net	(2,809,276)	310,871
Day One Derivative Loss [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Derivative, Gain (Loss) on Derivative, Net	$ (194,323)	$ 0

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DERIVATIVE FINANCIAL INSTRUMENTS (Details - Significant inputs)	3 Months Ended
	Jun. 30, 2022 $ / shares
Derivative [Line Items]
Quoted market price on valuation date	0.0006
Contractual term to maturity	0.74 Years - 0.918 Years
Equivalent Volatility	69.86% - 282.23%
Interest rate	8.00%
Minimum [Member]
Derivative [Line Items]
Contractual conversion rate	$ 0.0003
Maximum [Member]
Derivative [Line Items]
Contractual conversion rate	$ 0.01

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DERIVATIVE FINANCIAL INSTRUMENTS (Details - Change in fair value) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative liabilities, beginning balance	$ 3,831,191
Derivative liabilities, beginning balance		$ 1,137,623
Compound embedded derivatives	326,921	2,038,843
Conversions	(178,146)	(328,638)
Derivative extinguished / debt repaid in cash	(71,801)	(243,300)
Loss (gain) on changes in fair value inputs and assumptions reflected in income	2,809,276
Loss (gain) on changes in fair value inputs and assumptions reflected in income		1,181,178
Day one derivative expense	194,323	45,485
Derivative liabilities, ending balance	$ 6,911,764	$ 3,831,191

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EQUITY (Details Narrative) - USD ($)														1 Months Ended	3 Months Ended		12 Months Ended
	Jun. 06, 2022	May 25, 2022	May 10, 2022	May 05, 2022	Apr. 14, 2022	Jun. 25, 2021	Jun. 16, 2021	Jun. 03, 2021	May 21, 2021	May 13, 2021	Apr. 14, 2021	Apr. 10, 2021	Apr. 02, 2021	Apr. 28, 2022	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2022
Class of Stock [Line Items]
Preferred Stock, Voting Rights																	Series B Preferred Stock is entitled to 120 votes for each share of Series B Preferred Stock held by such shareholder.
Number of shares converted, value															$ 178,146		$ 328,638
Stock issued for services, value																$ 23,650
GS Capital [Member]
Class of Stock [Line Items]
Debt conversion shares issued	64,261,540	47,230,793	42,813,737		35,873,156
GS Capital [Member] | Common Stock [Member]
Class of Stock [Line Items]
Stock issued for conversion of note, shares							31,250,000			50,000,000	13,750,000		50,000,000
Stock issued conversion of note, amount							$ 125,000			$ 200,000	$ 55,000		$ 200,000
GS Capital [Member] | Principal [Member]
Class of Stock [Line Items]
Number of shares converted, value	$ 20,000	$ 13,000	$ 26,000		$ 40,000
GS Capital [Member] | Accrued Interest [Member]
Class of Stock [Line Items]
Number of shares converted, value	$ 2,941	$ 1,877	$ 3,670		$ 6,707
Sixth Street Lending [Member]
Class of Stock [Line Items]
Debt conversion shares issued														20,000,000
Sixth Street Lending [Member] | Principal [Member]
Class of Stock [Line Items]
Number of shares converted, value														$ 20,000
Diagonal Lending 1800 [Member]
Class of Stock [Line Items]
Debt conversion shares issued				37,631,579
Diagonal Lending 1800 [Member] | Principal [Member]
Class of Stock [Line Items]
Number of shares converted, value				$ 26,800
Diagonal Lending 1800 [Member] | Accrued Interest [Member]
Class of Stock [Line Items]
Number of shares converted, value				$ 1,800
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]
Issuance of common stock for services									1,500,000
Stock issued for services, value									$ 6,450
B M Giancarlo [Member] | Common Stock [Member]
Class of Stock [Line Items]
Issuance of common stock for services									2,000,000
Stock issued for services, value									$ 8,600
Carlos Diaz [Member] | Common Stock [Member]
Class of Stock [Line Items]
Issuance of common stock for services									2,000,000
Stock issued for services, value									$ 8,600

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LEASES (Details - Right-of-use asset) - USD ($)	Jun. 30, 2022	Mar. 31, 2022
Right-of-use asset, net	$ 69,971	$ 73,085
Tuscaloosa Lease Additional [Member]
[custom:OfficeLeaseAssetsGross-0]	77,119
Less: accumulated amortization	(7,148)
Right-of-use asset, net	$ 69,971

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LEASES (Details - Operating lease liability) - USD ($)	Jun. 30, 2022	Mar. 31, 2022
Office lease	$ 441,254
Less: current portion	(126,428)	$ (123,319)
Long term portion	314,826	$ 347,623
Tuscaloosa Lease [Member]
Office lease	140,901
Less: current portion	(61,268)
Long term portion	79,633
Birmingham Lease [Member]
Office lease	230,382
Less: current portion	(51,898)
Long term portion	178,484
Tuscaloosa Lease Additional [Member]
Office lease	69,971
Less: current portion	(13,262)
Long term portion	$ 56,709

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LEASES (Details - Maturity lease liability)	Jun. 30, 2022 USD ($)
Fiscal year ending March 31, 2023	$ 122,625
Fiscal year ending March 31, 2024	163,500
Fiscal year ending March 31, 2025	121,500
Fiscal year ending March 31, 2026	91,500
Fiscal year ending March 31, 2027	19,000
Present value discount	(76,871)
Lease liability	441,254
Tuscaloosa Lease [Member]
Fiscal year ending March 31, 2023	54,000
Fiscal year ending March 31, 2024	72,000
Fiscal year ending March 31, 2025	30,000
Fiscal year ending March 31, 2026	0
Fiscal year ending March 31, 2027	0
Present value discount	(15,099)
Lease liability	140,901
Birmingham Lease [Member]
Fiscal year ending March 31, 2023	54,000
Fiscal year ending March 31, 2024	72,000
Fiscal year ending March 31, 2025	72,000
Fiscal year ending March 31, 2026	72,000
Fiscal year ending March 31, 2027	6,000
Present value discount	(45,618)
Lease liability	230,382
Tuscaloosa Additional Space Lease [Member]
Fiscal year ending March 31, 2023	14,625
Fiscal year ending March 31, 2024	19,500
Fiscal year ending March 31, 2025	19,500
Fiscal year ending March 31, 2026	19,500
Fiscal year ending March 31, 2027	13,000
Present value discount	(16,154)
Lease liability	$ 69,971

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LEASES (Details Narrative)	3 Months Ended
	Jun. 30, 2022 USD ($)
Tuscaloosa Lease [Member]
Debt Instrument, Frequency of Periodic Payment	monthly
Monthly lease payments	$ 6,000
Lease expiration date	Mar. 06, 2024
Birmingham Lease [Member]
Debt Instrument, Frequency of Periodic Payment	monthly
Monthly lease payments	$ 6,000
Lease expiration date	Apr. 30, 2026
Tuscaloosa Additional Space Lease [Member]
Debt Instrument, Frequency of Periodic Payment	monthly
Monthly lease payments	$ 1,625

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COMMITMENTS AND CONTINGENCIES (Details Narrative)	3 Months Ended
	Jun. 30, 2022 USD ($) shares
Commitments and Contingencies Disclosure [Abstract]
Annual salary | $	$ 120,000
Shares issued | shares	40,000,000