PROMISSORY NOTE (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Aug. 17, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Mar. 31, 2022 |
Jan. 01, 2016 |
|
| Short-Term Debt [Line Items] | |||||||
| Debt instrument face amount | $ 35,000 | $ 35,000 | |||||
| Debt instrument, interest rate | 2.00% | ||||||
| Debt discount | 9,680,000 | 9,680,000 | $ 9,680,000 | ||||
| Escrow deposit | $ 1,500,000 | ||||||
| Debt instrument, redemption, percentage | 15.00% | ||||||
| Increase in outstanding balance, percentage | 10.00% | 10.00% | |||||
| Description for uplisted term and trigger Events | In conjunction with the Merger Agreement, entered into on October 24, 2022, with Yotta Acquisition Corporation (Note 10), on November 4, 2022, the Company entered into a Restructuring Agreement for an Amended and Restated Secured Promissory Note (the “August Note”), through which the August Note was amended and restated in its entirety. The Restructuring Agreement included key modifications, in which i) the Uplist terms were removed, ii) in the event that the Closing of the Merger does not occur on or before December 31, 2022, the then-current Outstanding Balance will be increased by 2% and shall increase by 2% every 30 days thereafter until the Closing or termination of the Merger Agreement, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related transactions (“Trigger Events”). The Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of December 31, 202 | ||||||
| Loss in extinguishment | $ 2,383,088 | $ 2,383,088 | |||||
| Change in fair value | 17,738,000 | 811,000 | |||||
| Restructured August Note [Member] | |||||||
| Short-Term Debt [Line Items] | |||||||
| Debt discount and accrued interest | 1,933,000 | ||||||
| Loss in extinguishment | 157,000 | ||||||
| Revalued debt amount | $ 2,219,000 | 2,219,000 | |||||
| Change in fair value | $ 286,000 | ||||||
| Securities Purchase Agreement [Member] | |||||||
| Short-Term Debt [Line Items] | |||||||
| Debt instrument face amount | $ 5,433,333 | ||||||
| Debt instrument, interest rate | 12.00% | ||||||
| Debt discount | $ 433,333 | ||||||
| Transaction expense | 10,000 | ||||||
| Proceeds from debt | 1,100,000 | ||||||
| Escrow deposit | 3,900,000 | ||||||
| Debt instrument, fair value | $ 3,400,000 | ||||||
| Debt instrument, redemption, percentage | 15.00% | ||||||
| Debt instrument outstanding face amount | $ 816,500 | ||||||
| Increase in outstanding balance, percentage | 10.00% | ||||||
| Debt instrument, payment terms | Following the Uplist, while the Note is still outstanding, ten days after the Company may have a sale of any of its shares of common stock or preferred stock, there shall be a Mandatory Prepayment equal to the greater of $3,000,000 or thirty-three percent of the gross proceeds of the equity sale | ||||||
| Payments for debt | $ 3,000,000 | ||||||