v3.21.2

7. Business Acquisitions | 12 Months Ended
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Mar. 31, 2021
Business Combinations [Abstract] |
Business Acquisitions | NOTE 7 – BUSINESS ACQUISITIONS United Combat League, UCL MMA LLC Effective May 1, 2019, the Company completed its previously announced acquisition of 100% of the equity interest in United Combat League, LLC (“UCL”), in an effort to execute its strategy of developing and building a Premier Development League for the Mixed Martial Arts (“MMA”) marketplace. The purchase price was $20,000 in cash and 6,000,000 shares of Restricted Common Stock issuable to Michael Davis, the seller of the equity interest in the acquisition. The Company is required to pay the cash consideration in three payments as follows: (i) $10,000 on or before 10 calendar days after the execution date of the agreement, (ii) $5,000 on or before 45 calendar days after the execution date of the agreement, and (iii) $5,000 on or before 90 calendar days after the execution date of the agreement. As of June 30, 2020, the $10,000 cash consideration has been paid in full.
Consideration |  |  |
Cash |  | $ | 20,000 |
6,000,000 shares of common stock issued to the sellers valued using an observable market price |  |  | 39,000 |
Total consideration |  | $ | 59,000 |
Fair value of net identifiable assets (liabilities) acquired |  |  |  |
Intangible assets - licenses for the right to hold fight events |  | $ | 59,000 |
The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The intangible assets - licenses are being amortized over their estimated life, currently expected to be five years. Pinnacle Combat LLC- Acquisition On July 15, 2019, to be effective June 29, 2019, the Company completed an acquisition of 100% of the equity interest in Pinnacle Combat LLC of Iowa (“Pinnacle”), in an effort to execute its strategy of developing and building a Premier Development League for the MMA marketplace. The purchase price was $20,000 in cash and 8,000,000 shares of Restricted Common Stock, 5,000,000 to be issued to Harry Maglaris and 3,000,000 to be issued to Ken Rigdon, collectively the sellers of the equity interest in the acquisition. The Company is required to pay the cash consideration in three payments as follows: (i) $10,000 on or before 10 calendar days after the execution date of the agreement, (ii) $5,000 on or before 45 calendar days after the execution date of the agreement, and (iii) $5,000 on or before 90 calendar days after the execution date of the agreement. As of June 30, 2020, the $10,000 cash consideration has been paid in full.
Consideration |  |  |
Cash |  | $ | 20,000 |
8,000,000 shares of common stock issued to the sellers valued using an observable market price |  |  | 62,400 |
Total consideration |  | $ | 82,400 |
Fair values of identifiable net assets: |  |  |  |
Property & equipment: |  |  |  |
Cages |  | $ | 54,000 |
Event asset (barriers) |  |  | 3,420 |
Truck/trailer |  |  | 1,710 |
Venture lighting system |  |  | 14,250 |
Total identifiable net assets |  |  | 73,380 |
Intangible assets: |  |  |  |
Licenses for the right to hold fight events |  |  | 34,048 |
Fair value of liabilities assumed: |  |  |  |
Credit card liability |  |  | 25,028 |
Fair value of net identifiable assets (liabilities) acquired |  | $ | 82,400 |
The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The intangible assets - licenses are being amortized over their estimated life, currently expected to be five years. Strike Hard Productions LLC- Acquisition On September 1, 2019, the Company completed an acquisition of 100% of the equity interest in Strike Hard Productions LLC, a fighting promotion business, in an effort to execute its strategy of developing and building a Premier Development League for the MMA marketplace. The purchase price was $20,000 in cash and 9,000,000 shares of Restricted Common Stock, 3,000,000 Restricted Shares issued to be issued to David Elder, 3,000,000 Restricted Common Shares to be issued to James Sullivan and 3,000,000 Restricted Common Shares to be issued to Matt Leavell, collectively the sellers of the equity interest in the acquisition. The Company is required to pay the cash consideration in three payments as follows: (i) $10,000 on or before 10 calendar days after the execution date of the agreement, (ii) $5,000 on or before 45 calendar days after the execution date of the agreement, and (iii) $5,000 on or before 90 calendar days after the execution date of the agreement. As of June 30, 2020, the $10,000 cash consideration has been paid in full.
Consideration |  |  |
Cash |  | $ | 20,000 |
9,000,000 shares of common stock issued to the sellers valued using an observable market price |  |  | 52,200 |
Total consideration |  | $ | 72,200 |
Fair values of identifiable net assets: |  |  |  |
Property & equipment: |  |  |  |
Cages |  | $ | 22,000 |
Event asset (tables) |  |  | 1,000 |
Total property & equipment |  |  | 23,000 |
Intangible assets: |  |  |  |
Licenses for the right to hold fight events |  |  | 49,200 |
Total fair value of identifiable net assets |  | $ | 72,200 |
The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The intangible assets - licenses are being amortized over their estimated life, currently expected to be five years. One More Gym LLC On January 6, 2020, the Company completed an acquisition of 100% of the equity interest in One More Gym LLC (“1MG”), a gym. The purchase price was $30,000 in cash and 6,000,000 shares of Restricted Common Stock (valued at $31,800 or $0.0053 per share), 6,000,000 shares to be issued to BHC Management LLC, the seller of the equity interest in the acquisition. As of June 30, 2020, the Company owes $10,000 in cash consideration to BHC Management.
Consideration |  |  |
Cash |  | $ | 30,000 |
6,000,000 shares of common stock issued to the sellers valued using an observable market price |  |  | 31,800 |
Total consideration |  | $ | 61,800 |
Fair values of identifiable net assets: |  |  |  |
Property & equipment: |  |  |  |
Cash |  | $ | 2,392 |
Gym equipment |  |  | 149,703 |
Inventory |  |  | 10,000 |
Intangible assets: |  |  |  |
Customer relationships |  |  | 83,000 |
Fair value of liabilities assumed: |  |  |  |
Liabilities |  |  | 130,712 |
Fair value of net identifiable assets (liabilities) acquired |  | $ | 114,383 |
Gain on bargain purchase |  | $ | 52,583 |
The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The intangible assets – customer relationships are being amortized over their estimated life, currently expected to be three years. CFit Indiana Inc. On October 6, 2020, the Company completed an acquisition of 100% of the equity interest in CFit Indiana, Inc., doing business as Charter Fitness, a gym. Charter Fitness has two locations: one is Merrillville, Indiana and the other in Valparaiso, Indiana. The purchase price was $115,000 in cash.
Consideration |  |  |
Cash |  | $ | 115,000 |
Fair values of identifiable net assets: |  |  |  |
Property & equipment: |  |  |  |
Gym equipment |  | $ | 133,850 |
Intangible assets: |  |  |  |
Customer relationships |  |  | 73,020 |
Total fair value of identifiable net assets |  | $ | 206,870 |
Gain on bargain purchase |  | $ | 91,870 |
The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The fair value of the net identifiable assets consisted of gym equipment of $133,850. The Company assigned a fair value of $73,020 in intangible assets – customer relationships. The intangible assets – customer relationships are being amortized over their estimated life, currently expected to be three years. The Company recorded a gain on bargain purchase of $91,870. Hillcrest Fitness, LLC On December 1, 2020, the Company entered into an agreement for the acquisition of 100% of the equity interest in Hillcrest Fitness LLC. The purchase price is $100,000 in cash. The acquisition closed in January 2021. As part of the acquisition, the Company assumed an SBA loan in the amount of $35,400. However, the seller has agreed to repay the loan once it becomes due. The Company has recorded a loan payable in the amount of $35,400 with a corresponding loan receivable in the amount of $35,400.
Consideration |  |  |
Cash |  | $ | 100,000 |
Fair values of identifiable net assets: |  |  |  |
Property & equipment: |  |  |  |
Gym equipment |  | $ | 85,989 |
Intangible assets: |  |  |  |
Customer relationships |  |  | 14,011 |
Total fair value of identifiable net assets |  | $ | 100,000 |
The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The fair value of the net identifiable assets consisted of gym equipment of $85,989. The Company assigned a fair value of $14,011 in intangible assets – customer relationships. The intangible assets – customer relationships are being amortized over their estimated life, currently expected to be three years.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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