CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 15, 2022 |
Nov. 04, 2022 |
Aug. 17, 2022 |
Dec. 15, 2021 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Dec. 31, 2021 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Mar. 31, 2022 |
Jan. 01, 2016 |
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
| Debt instrument face amount | $ 35,000 | $ 35,000 | ||||||||||
| Debt instrument interest rate percentage | 2.00% | |||||||||||
| Debt instrument unamortized discount | $ 9,680,000 | $ 9,680,000 | $ 9,680,000 | |||||||||
| Number share issued value | $ 26,000 | |||||||||||
| 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 | |||||||||||
| Common stock shares authorized | 900,000,000 | 900,000,000 | 900,000,000 | |||||||||
| Change in fair value | $ 17,738,000 | $ 811,000 | ||||||||||
| Gain (loss) on extinguishment of debt | 2,383,088 | 2,383,088 | ||||||||||
| Restructured Senior Note [Member]. | ||||||||||||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
| Fair value derivative | 20,223,000 | 20,223,000 | ||||||||||
| Change in fair value | 1,309,000 | |||||||||||
| Debt discount and accrued interest | 18,914,000 | |||||||||||
| Gain (loss) on extinguishment of debt | $ 2,540,000 | |||||||||||
| Common Stock [Member] | ||||||||||||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
| Number share issued value | $ 25 | $ 25 | ||||||||||
| December 15, 2021 Debenture [Member] | ||||||||||||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
| Extension fees | $ 249,079 | |||||||||||
| Description for uplisted term and trigger Events | Subsequently, the date by which the Uplist had to be completed was further extended to June 15, 2022, and again to November 15, 2022, with no additional fee included. The Company will make a one-time payment to the December 2021 Investor equal to 15% of the gross proceeds the Company receives from the offering expected to be effected in connection with the Uplist (whether from the sale of shares of its Common Stock and / or preferred stock) within ten (10) days of receiving such amount. In the event the Company does not make this payment, the then-current outstanding balance will be increased by 10%. In addition, the Company has 30 days in which to secure the December 2021 Note and grant the December 2021 Investor a first position security interest in the real property in Texas and Iowa, and if it is not effectuated within the 30 days the outstanding balance will be increased by 15%. | |||||||||||
| Common stock shares authorized | 65,000,000 | |||||||||||
| Common stock shares subscribed but unissued | 100,000,000 | |||||||||||
| Debt instrument unused borrowing capacity description | Upon such an Event of Default, the interest rate increases to 18% per annum and the outstanding balance of the December 2021 Note increases from 5% to 15%, depending upon the specific Event of Default | |||||||||||
| Fair value derivative | 30,028,000 | $ 30,028,000 | ||||||||||
| Change in fair value | 16,927,000 | |||||||||||
| December 15, 2021 Debenture [Member] | Common Stock [Member] | ||||||||||||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
| Number share issued value | $ 15,000,000 | |||||||||||
| Securities Purchase Agreement [Member] | ||||||||||||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
| Debt instrument face amount | $ 5,433,333 | |||||||||||
| Debt instrument interest rate percentage | 12.00% | |||||||||||
| Debt instrument unamortized discount | $ 433,333 | |||||||||||
| Debt instrument transaction expense | 10,000 | |||||||||||
| Debt instrument outstanding face amount | 816,500 | |||||||||||
| Repayments for debt | $ 3,000,000 | |||||||||||
| Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | ||||||||||||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
| Debt instrument face amount | $ 16,320,000 | |||||||||||
| Debt instrument interest rate percentage | 12.00% | |||||||||||
| Debt instrument unamortized discount | $ 1,300,000 | |||||||||||
| Debt instrument transaction expense | 20,000 | |||||||||||
| Debt issuance costs | 2,035,000 | |||||||||||
| Payments of loan costs | $ 1,095,000 | |||||||||||
| Number of warrant issued | 3,000,000 | |||||||||||
| Fair value private placement | $ 940.000 | |||||||||||
| Share price | $ 0.32 | |||||||||||
| Risk free interest rate | 1.19% | |||||||||||
| Expected volatility | 209.90% | |||||||||||
| Expected dividend rate | 0.00% | |||||||||||
| Outstanding investor redeem | $ 1,000,000 | |||||||||||
| Investment redemption fee per share | $ 0.0001 | |||||||||||
| Debt iInstrument, redemption, description | The “Redemption Repayment Price” equals 90% multiplied by the average of the two lowest volume weighted average price per share of the Common Stock during the ten (10) trading days immediately preceding the date that the December 2021 Investor delivers notice electing to redeem a portion of the December 2021 Note. The redemption amount shall include a premium of 15% of the portion of the outstanding balance being paid (the “Exit Fee”). As the Exit Fee is to be included in every settlement of the December 2021 Note, an additional 15% of the principal balance, which totals $2,448,000, was recognized along with the principal balance, and offset by a contra account in a manner similar to a debt discount. In addition to the December 2021 Investor’s right of redemption, the Company has the option to prepay the December 2021 Notes at any time prior to the Maturity Date by paying a premium of 15% plus the principal, interest, and fees owed as of the prepayment date. | |||||||||||
| Debt instrument outstanding face amount | $ 2,448,000 | |||||||||||
| Amended and Restated Secured Promissory Note [Member] | ||||||||||||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
| Debt instrument face amount | $ 1,309,000 | $ 1,309,000 | ||||||||||
| Description for uplisted term and trigger Events | Additionally, if the Closing Date is after December 31, 2022, the outstanding balance of all indebtedness owed by the Company to December 2021 Investor will be increased automatically by 2% and will automatically increase by 2% every 30 days thereafter until the Closing, or substantially similar terms as approved by the Board of Directors of the Company. Additional key modifications include i) the Uplist terms were removed, ii) Maturity date was modified from December 15, 2023 to December 4, 2023, 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”). As of December 31, 2022, the Merger has not yet closed, and therefore the 2% of the outstanding balance was increased as of December 31, 2022 | |||||||||||
| Repayments for debt | $ 10,000,000 | |||||||||||