Document and Entity Information
Document and Entity Information | 3 Months Ended |
Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | LiveXLive Media, Inc. |
Entity Central Index Key | 1,491,419 |
Trading Symbol | LIVX |
Amendment Flag | false |
Document Type | S1 |
Document Period End Date | Jun. 30, 2017 |
Entity Filer Category | Smaller Reporting Company |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Current Assets | |||
Cash and cash equivalents | $ 1,514,513 | $ 1,477,229 | $ 36,898 |
Accounts receivable | 6,298 | ||
Prepaid expense to related party | 90,000 | 21,569 | 15,995 |
Prepaid expense and other assets | 108,390 | ||
Total Current Assets | 1,719,201 | 1,498,798 | 52,893 |
Other Assets | |||
Fixed assets, net | 149,636 | 57,407 | 62,569 |
Intangible assets | 1,798,700 | ||
Goodwill | 1,321,300 | ||
Deferred offering costs | 239,993 | ||
Other assets | 15,000 | ||
Investment in OCHL | 4,889,515 | ||
Note receivable - related party | 213,331 | ||
Total Assets | 5,243,830 | 1,556,205 | 5,218,308 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 858,632 | 542,035 | 481,412 |
Note payable | 281,429 | 277,270 | 262,042 |
Due to producers | 205,096 | 117,124 | |
Convertible note payable, shareholder | 3,657,015 | 3,603,446 | 2,784,000 |
Unsecured convertible notes - related party, net of discount | 4,771 | ||
Current portion of unsecured convertible notes, net of discount | 685,214 | 67,858 | |
Services payable, related party | 239,080 | 1,000,000 | |
Accrued interest, related party | 232,733 | ||
Total Current Liabilities | 5,692,157 | 4,729,689 | 4,877,311 |
Unsecured convertible notes - related party, net of discount and current maturities | 19,107 | 11,668 | |
Unsecured convertible notes, net of discount and current portion | 330,043 | 220,540 | 110,273 |
Total Liabilities | 6,041,307 | 4,961,897 | 4,987,584 |
Stockholders' Equity (Deficit) | |||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding | |||
Common stock, $0.001 par value; 500,000,000 shares authorized; 107,948,639 and 103,996,974 shares issued and outstanding, respectively | 107,949 | 103,997 | 91,997 |
Additional paid in capital | 30,005,624 | 24,586,201 | 13,984,898 |
Accumulated deficit | (30,911,050) | (28,095,890) | (13,846,171) |
Total stockholders' equity (deficit) | (797,477) | (3,405,692) | 230,724 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 5,243,830 | $ 1,556,205 | $ 5,218,308 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 | 1,000,000 |
Preferred stock, issued | |||
Preferred stock, outstanding | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, issued | 107,948,639 | 103,996,974 | 91,996,976 |
Common stock, outstanding | 107,948,639 | 103,996,974 | 91,996,976 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 276,243 | $ 225,000 | ||
Cost of revenue | 78,869 | |||
Gross Margin | 197,374 | |||
Operating expenses | ||||
Selling, general and administrative | 2,287,585 | 1,084,886 | 5,349,801 | 3,619,000 |
Related party expenses | 90,000 | 90,000 | 360,000 | 360,000 |
Total operating expenses | 2,377,585 | 1,174,886 | 5,709,801 | 3,979,000 |
Loss from operations | 2,180,211 | 1,174,886 | 5,484,801 | 3,979,000 |
Other income (expense) | ||||
Interest expense, net | (634,949) | (712,268) | (512,152) | (178,498) |
Other income | 6,667 | |||
Fair value of warrants issued for note extension and inducement to convert | (2,002,977) | |||
Earnings from investment in OCHL | 83,184 | 132,832 | 410,553 | |
Fair value of warrants and beneficial conversion features on debt conversion | (3,248,948) | |||
Fair value of beneficial conversion feature | (136,936) | |||
Impairment of note receivable - related party | (213,331) | |||
Loss on sale of investment in OCHL | (2,790,073) | |||
Total other income (expense) | (634,949) | (629,084) | (8,764,918) | 232,055 |
Net loss | $ (2,815,160) | $ (1,803,970) | $ (14,249,719) | $ (3,746,944) |
Net loss per share - basic and diluted | $ (0.03) | $ (0.02) | $ (0.15) | $ (0.04) |
Weighted average common shares - basic and diluted | 106,584,364 | 92,596,918 | 97,596,206 | 90,082,796 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Total | Common stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] |
Balance at beginning at Mar. 31, 2015 | $ 2,403,311 | $ 88,270 | $ 12,414,268 | $ (10,099,227) |
Balance at beginning (in shares) at Mar. 31, 2015 | 88,269,976 | |||
Shares issued for cash | 612,500 | $ 763 | 611,737 | |
Shares issued for cash, Shares | 762,500 | |||
Shares issued for services and advisory board | 856,500 | $ 1,802 | 854,698 | |
Shares issued for services and advisory board, Shares | 1,802,000 | |||
Shares issued for warrants | 5,813 | $ 1,162 | 4,651 | |
Shares issued for warrants, Shares | 1,162,500 | |||
Debt discount | 99,544 | 99,544 | ||
Net loss | (3,746,944) | (3,746,944) | ||
Balance at ending at Mar. 31, 2016 | 230,724 | $ 91,997 | 13,984,898 | (13,846,171) |
Balance at ending (in shares) at Mar. 31, 2016 | 91,996,976 | |||
Shares issued for cash | 1,375,000 | $ 550 | 1,374,450 | |
Shares issued for cash, Shares | 550,000 | |||
Fair value of shares issued for services to consultants | 2,279,589 | $ 1,579 | 2,278,010 | |
Fair value of shares issued for services to consultants, Shares | 1,578,720 | |||
Shares issued upon exercise of warrants | 48,123 | $ 9,665 | 38,458 | |
Shares issued upon exercise of warrants, Shares | 9,665,360 | |||
Fair value of warrants and beneficial conversion features as valuation discount | 1,315,812 | 1,315,812 | ||
Share issued upon debt conversion | 205,918 | $ 206 | 205,712 | |
Share issued upon debt conversion, Shares | 205,918 | |||
Fair value of warrants and beneficial conversion features on debt conversion | 3,248,948 | 3,248,948 | ||
Fair value of warrants issued for note extension and inducement to convert | 2,002,977 | 2,002,977 | ||
Fair value of beneficial conversion feature | 136,936 | 136,936 | ||
Net loss | (14,249,719) | (14,249,719) | ||
Balance at ending at Mar. 31, 2017 | (3,405,692) | $ 103,997 | 24,586,201 | (28,095,890) |
Balance at ending (in shares) at Mar. 31, 2017 | 103,996,974 | |||
Fair value of shares issued for services to consultants | 382,705 | $ 229 | 382,476 | |
Fair value of shares issued for services to consultants, Shares | 229,165 | |||
Fair value of shares issued for services to employees | 107,292 | $ 700 | 106,592 | |
Fair value of shares issued for services to employees, Shares | 700,000 | |||
Shares issued upon exercise of warrants | 10,226 | $ 1,023 | 9,203 | |
Shares issued upon exercise of warrants, Shares | 1,022,500 | |||
Shares issued for Wantickets acquisition | 3,340,000 | $ 2,000 | 3,338,000 | |
Shares issued for Wantickets acquisition, Shares | 2,000,000 | |||
Fair value of warrants and beneficial conversion features as valuation discount | 1,583,152 | 1,583,152 | ||
Net loss | (2,815,160) | (2,815,160) | ||
Balance at ending at Jun. 30, 2017 | $ (797,477) | $ 107,949 | $ 30,005,624 | $ (30,911,050) |
Balance at ending (in shares) at Jun. 30, 2017 | 107,948,639 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (2,815,160) | $ (1,803,970) | $ (14,249,719) | $ (3,746,944) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 127,771 | 5,900 | 24,115 | 6,336 |
Common stock issued for services to consultants | 382,705 | 181,125 | 2,279,589 | 856,500 |
Common stock issued for services to employees | 107,292 | |||
Amortization of debt discount | 536,315 | 344,196 | 251,750 | 9,817 |
Fair value for beneficial conversion feature | 51,480 | 136,936 | ||
Fair value of warrants and beneficial conversion features on debt conversion | 256,411 | 3,248,948 | ||
Equity in earnings of OCHL | (83,184) | (132,832) | (410,553) | |
Fair value for warrants issued for note extension and inducement to convert | 2,002,977 | |||
Loss on sale of investment in OCHL | 2,790,073 | |||
Impairment of note receivable | 213,331 | |||
Changes in operating assets and liabilities: | ||||
(Increase)/Decrease in accounts receivable | (6,298) | |||
(Increase)/Decrease in prepaid expenses | (86,821) | (74,005) | (5,574) | (15,185) |
(Increase)/Decrease in prepaid expenses - related party | (90,000) | |||
(Increase)/Decrease in other current assets | (6,382) | |||
(Decrease)/Increase in services payable- related party | (239,080) | |||
(Decrease)/Increase in accrued interest | 98,634 | (50,782) | 252,517 | 15,779 |
(Decrease)/Increase in amount due to producers | 205,096 | |||
(Decrease)/Increase in accounts payable and accrued liabilities | 316,597 | (41,127) | 64,720 | 284,308 |
Net cash used in operating activities | (1,462,949) | (1,220,338) | (3,123,169) | (2,999,942) |
Cash Flows from Investing Activities: | ||||
Purchases of fixed assets | (18,953) | (18,953) | (58,013) | |
Increase in other asset | (15,000) | |||
Sale of investment | 2,182,274 | |||
Note receivable, former affiliate | 281,418 | |||
Net cash used in investing activities | (15,000) | (18,953) | 2,163,321 | 223,405 |
Cash Flows from Financing Activities: | ||||
Proceeds from notes payable, related party | 445,100 | 820,100 | 1,959,000 | |
Repayment of note payable, related party | (350,000) | (450,000) | ||
Proceeds from convertible notes | 1,695,000 | 1,385,000 | 200,000 | |
Proceeds from convertible notes, related party | 50,000 | 105,000 | ||
Deferred offering costs | (239,993) | |||
Proceeds from warrant exercise | 10,226 | 1,030 | 48,123 | |
Proceeds from issuance of common stock | 1,250,000 | 1,375,000 | 618,314 | |
Repayment of loans, related party | (67,124) | (78,044) | ||
Repayment of convertible notes, related party | (55,000) | |||
Repayment of services payable, related party | (750,000) | |||
Net cash provided by financing activities | 1,515,233 | 1,279,006 | 2,400,179 | 2,777,314 |
Net Increase/(Decrease) in cash | 37,284 | 39,715 | 1,440,331 | 777 |
Cash, beginning of period | 1,477,229 | 36,898 | 36,898 | 36,121 |
Cash, end of period | 1,514,513 | 76,613 | 1,477,229 | 36,898 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for income taxes | ||||
Cash paid for interest | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Fair value for warrants and beneficial conversion features issued as valuation discount | 1,583,152 | 1,315,814 | ||
Fair value of warrants issued for note extension | 1,661,114 | |||
Common stock issued upon conversion of note payable | 205,918 | 205,918 | ||
Conversion of accrued interest on first and second senior notes into unsecured convertible note | $ 430,565 | |||
Fixed assets | 109,000 | |||
Intangible assets | 1,909,700 | |||
Goodwill | $ 1,321,300 |
Organization, Operations and Ba
Organization, Operations and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Organization, Operations and Basis of Presentation [Abstract] | ||
Organization, Operations and Basis of Presentation | Note 1 — Organization, Operations and Basis of Presentation Business and Operations LiveXLive Media, Inc. (formerly Loton, Corp) was originally incorporated under the laws of the State of Nevada on December 28, 2009 and reincorporated in the State of Delaware on August 2, 2017, pursuant to a reincorporation merger of Loton, Corp with and into LiveXLive Media, Inc., a Delaware corporation and Loton, Corp’s wholly owned subsidiary. Loton, Corp. ceased to exist as a separate entity, with LiveXLive Media, Inc. being the surviving entity. As part of the reincorporation, Loton, Corp changed its name to LiveXLive Media, Inc. (the “Company”). LiveXLive, Corp. (“LiveXLive”), the Company’s wholly owned subsidiary, was incorporated under the laws of the State of Delaware on February 24, 2015. The Company is one of the world’s only premium internet networks devoted to live music and music-related video content. Since LiveXLive’s launch in 2015, it has been building an online destination for music fans to enjoy premium live performances from music venues and leading music festivals around the world, such as Rock in Rio, Hangout Music Festival and Outside Lands Music and Arts Festival, as well as premium original content, artist exclusives and industry interviews. The LiveXLive platform has featured performances and content from some of the most popular artists in various music genres, including Rihanna, Katy Perry, Radiohead, Metallica, Duran Duran, Chance The Rapper, Bruce Springsteen, Major Lazer and Maroon 5. Basis of Presentation The interim condensed consolidated financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under the accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated balance sheet information as of March 31, 2017 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on June 14, 2017 (the “2017 Annual Report”). These condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended March 31, 2017 and notes thereto included in the 2017 Annual Report. The results of operations for the three months ended June 30, 2017 are not necessarily indicative of the results to be expected for the entire fiscal year or for any other period. Forward Stock Split In September 2016, the Company’s Board of Directors (the “Board of Directors”) declared a 2-for-1 forward stock split of the Company’s common stock in the form of a dividend. All shares and per-share amounts have been restated as of the earlier periods presented to reflect the stock split. Going Concern The Company’s condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in its condensed consolidated financial statements, the Company had a stockholders’ deficit of $797,477 at June 30, 2017, incurred a net loss of $2,815,160, and utilized net cash of $1,462,949 in operating activities for the period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. In addition, the Company’s independent public accounting firm in its audit report to the financial statements included in the Company’s 2017 Annual Report expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management estimates that the current funds on hand will be sufficient to continue operations through September 2017. The Company’s ability to continue as a going concern is dependent on its ability to execute its business strategy and on its ability to raise additional funds and/or to consummate a contemplated underwritten public offering of the Company’s common stock pursuant to the Registration Statement on Form S-1, Amendment No. 1, filed with the Securities and Exchange Commission on June 14, 2017 (the “Public Offering”). Management is currently seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate the Company’s business, including as part of the Public Offering. The proceeds of the Public Offering will allow the Company to continue its operations without a going concern qualification, however, the Company can give no assurances that the Public Offering will be completed. Furthermore, no assurance can be given that any other future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing or cause substantial dilution for its stockholders, in case of equity and/or convertible debt financing. | Note 1 — Organization, Operations and Basis of Presentation Business and Operations Loton, Corp (“we,” “our” or the “Company”) was incorporated under the laws of the State of Nevada on December 28, 2009. LiveXLive, Corp. (“LiveXLive”), its wholly owned subsidiary, was incorporated under the laws of the State of Delaware on February 24, 2015. The Company is one of the world’s only premium internet networks devoted to live music and music-related video content. Since LiveXLive’s launch in 2015, it has been building an online destination for music fans to enjoy premium live performances from music venues and leading music festivals around the world, such as Rock in Rio, Hangout Music Festival and Outside Lands Music and Arts Festival, as well as premium original content, artist exclusives and industry interviews. The LiveXLive platform has featured performances and content from some of the most popular artists in various music genres, including Rihanna, Katy Perry, Radiohead, Metallica, Duran Duran, Chance The Rapper, Bruce Springsteen, Major Lazer and Maroon 5. Forward Stock Split In September 2016, the Company’s Board of Directors declared a 2-for-1 forward stock split of the Company’s common stock in the form of a dividend. All shares and per-share amounts have been restated as of the earliest period presented to reflect the stock split. Going Concern The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in its consolidated financial statements, the Company had a stockholders’ deficit of $3,405,692 at March 31, 2017, incurred a net loss of $14,249,719, and utilized net cash of $3,123,169 in operating activities for the fiscal year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. The Company’s consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management estimates that the current funds on hand will be sufficient to continue operations through September 2017. The Company’s ability to continue as a going concern is dependent on its ability to execute its strategy and on its ability to raise additional funds and/or to consummate a public offering. Management is currently seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate the Company’s business, including a public offering. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to it. Even if the Company is able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing or cause substantial dilution for its stockholders, in case of equity and/or convertible debt financing. Furthermore, no assurance can be given that a public offering will be consummated. |
Significant Accounting Policies
Significant Accounting Policies and Practices | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Significant Accounting Policies and Practices [Abstract] | ||
Significant Accounting Policies and Practices | Note 2 — Significant Accounting Policies and Practices Revenue Recognition Policy The Company has several streams of revenue, each of which is required under GAAP to be recognized in varying ways. The following is a summary of our revenue recognition policies: Ticketing The Company recognizes commissions and related transaction fees earned from the sale of event and concert tickets at the time the tickets are paid for by and delivered to the customers. The Company’s commissions and transaction fees are charged on a per-ticket basis and generally non-refundable. Claims for ticket refunds are charged back to the respective event and concert owners and producers and in certain cases, the corresponding commissions and related transaction fees are recorded as a reduction to the Company’s revenues at the time that such refunds are processed. The Company does not have accounts receivable associated with its sales transactions, as payment is collected at the time of sale. As amounts are collected for the tickets sold a liability is created (Due to producer) which represents the portion of the amount collected at the time of sale that is due to the venue. The Company recognizes revenues from use of the Company’s ticketing platform and equipment by event and concert owners and producers. Revenue is recognized when the service has been provided and collection is reasonably assured. The Company evaluates the criteria outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605-45, “Revenue Recognition — Principal Agent Considerations,” in determining whether it is appropriate to record the gross amount of revenues and related costs or the net revenues. Under the guidance of ASC Subtopic 605-45, if the Company is the primary obligor to perform the services being sold, has general inventory risk as it pertains to recruiting and compensating the talent, has the ability to control the ticket pricing, has discretion in selecting the talent, is involved in the production of the event, generally bears the majority of the credit or collection risk, or has several but not all of these indicators, revenue is recorded gross. If the Company does not have several of these indicators, it records revenues or losses on a net basis. Live Events The Company recognizes revenue from its live events and show productions when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the show or live event has been completed and occurred and there are no future production obligations, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company’s long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. It tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. An impairment loss will be recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. That assessment is based on the carrying amount of the asset at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Restoring a previously recognized impairment loss is prohibited. Goodwill In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other, the Company reviews the recoverability of the carrying value of goodwill at least annually or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing will be done annually at March 31. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. The Company determined that there was no goodwill impairment at June 30, 2017. Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in impairment testing of long term assets, accruals for potential liabilities, valuing equity instruments issued for services and realization of deferred tax assets. Actual results could differ from those estimates. Principles of Consolidation The Company’s consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest LXL Influencers, Inc. Delaware July 11, 2017 51 % LiveXLive Tickets, Inc. Delaware April 24, 2017 100 % LXL Studios, Inc. Delaware July 15, 2016 100 % LiveXLive, Corp. Delaware February 24, 2015 100 % KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014 100 % KOKO (Camden) UK Limited England and Wales November 7, 2013 100 % The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended. All inter-company balances and transactions have been eliminated. Deferred Offering Costs Deferred offering costs consist principally of legal, accounting and underwriters’ fees incurred related to the contemplated underwritten public offering of the Company’s common stock. These deferred offering costs will be charged against the gross proceeds received, or will be charged to expense if the offering is not completed. Stock-Based Compensation The Company periodically issues stock-based compensation to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock–based compensation grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock-based compensation grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock-based compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the stock-based compensation vests, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, stock-based compensation grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company’s warrant grants is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. At June 30, 2017 and March 31, 2017, the Company had 0 and 150,000 warrants outstanding, respectively, and 4,129,847 and 3,028,325 shares issuable for its convertible notes payable, respectively, which were excluded from the loss per share calculation, as they were anti-dilutive. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company plans to adopt ASU 2017-11 in the third quarter of 2017. The adoption of ASU 2017-11 is not expected to have a material impact on the Company’s financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. | Note 2 — Significant Accounting Policies and Practices Revenue Recognition Policy The Company recognizes revenue from its live events and show productions when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the show or live event has been completed and occurred and there are no future production obligations, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in impairment testing of long term assets, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services and issued with convertible notes, and recognition of deferred tax assets. Actual results could differ from those estimates. Principles of Consolidation The Company’s consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other incorporation or Date of formation Attributable LXL Tickets Delaware April 24, 2017 100% LXL Studios, Inc. Delaware July 15, 2016 100% LiveXLive, Corp. Delaware February 24, 2015 100% KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014 100% KOKO (Camden) UK Limited England and Wales November 7, 2013 100% The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended, except for LXL Tickets, as it was formed after March 31, 2017. All inter-Company balances and transactions have been eliminated. Fair Value of Financial Instruments The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company’s financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable and convertible notes approximate their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates. Investment in Unconsolidated Subsidiary Under the Equity Method The Company accounts for investments in which the Company owns more than 20% of the investee using the equity method in accordance with ASC Topic 323, Investments — Equity Method and Joint Ventures. Under the equity method, an investor initially records an investment in the investee at cost, and adjusts the carrying amount of the investment to recognize the investor’s share of the earnings or losses of the investee after the date of acquisition. The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor’s share of changes in the investee’s capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. Stock-Based Compensation The Company periodically issues restricted stock, options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for restricted stock, options and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for restricted stock, option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. In certain circumstances where there are no future performance requirements by the non-employee, restricted stock and warrant grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company’s warrant grants is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the warrants and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. In light of the very limited trading of the Company’s common stock, market value of the shares issued was determined based on the then most recent price per share at which the Company sold common stock in a private placement during the periods then ended. Income Taxes The Company follows the asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the 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 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 Statements of Operations in the period that includes the enactment date. Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. At March 31, 2017 and 2016, the Company had 150,000 and 3,600,000 warrants outstanding, respectively, and 3,028,325 and 410,260 shares issuable for the Company’s convertible note payables, respectively, which were excluded from the loss per share calculation, as they were anti-dilutive. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Equity Investment in OCHL
Equity Investment in OCHL | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Equity Investments in OCHL [Abstract] | ||
Equity Investments in OCHL | Note 3 — Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets’ Assets On May 5, 2017, LiveXLive Tickets, Inc. (“LXL Tickets”), a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (“APA”) with Wantickets RDM, LLC (“Wantickets”) and certain other parties, whereby LXL Tickets purchased certain operating assets of Wantickets for total consideration of 2,000,000 shares of common stock of the Company valued at $3,340,000 ($1.67 per share). The transaction has been accounted for as an acquisition of Wantickets. In connection with the transaction, LXL Tickets entered into employment agreements with two key employees of Wantickets for a term of two years each. Joseph Schnaier was appointed as the Chief Executive Officer of LXL Tickets and was to receive an annual salary of $220,000 and a bonus of 2,000,000 shares of common stock if LXL Tickets earns a net income of $3 million in the twelve months following May 5, 2017 or a net income of $4 million in the twelve months thereafter. In addition, Mr. Richard Blakeley was appointed as the Chief Financial Officer of LXL Tickets and will receive an annual salary consisting of $160,000 in cash and such number of shares of the Company’s common stock equal to $15,000. Effective as of July 7, 2017, LXL Tickets terminated Mr. Schnaier’s employment for cause. In addition, pursuant to the APA and the Letter Agreement, dated as of May 5, 2017 (the “Letter Agreement”), entered into among the Company, LXL Tickets and Mr. Schnaier, the parties agreed that, commencing May 5, 2017, Mr. Schnaier will promptly pay for all of LXL Tickets’ net losses of its business for each calendar month (or pro rata thereof), up to a total of $100,000 per month, and for any liabilities exceeding $100,000 in the aggregate that arose from April 1, 2017 to May 5, 2017 (inclusive), until the earlier of (x) such time as the Public Offering is consummated or (b) May 5, 2018 (such earlier date as between clause (x) and (y), the “Funding End Date”), and that any salaries or other payments or amounts due under the employment agreements described above shall be included in the calculation of the net loss for the applicable period (collectively, the “Payment Obligation”). Pursuant to the Letter Agreement, the parties further agreed that all payments made by Mr. Schnaier as part of the Payment Obligation shall be deemed to be a loan by Mr. Schnaier to LXL Tickets (the “Loaned Funds”), and that the Company and LXL Tickets shall repay to Mr. Schnaier the total amount of the Loaned Funds within five business days after the Funding End Date; provided that the Company and LXL Tickets may prepay or repay in full the Loaned Funds at any time prior to the Funding End Date without any penalty. As of August 14, 2017, pursuant to the APA and the Letter Agreement, Mr. Schnaier owed LXL Tickets $124,388 as his Payment Obligation, which also constituted Loaned Funds, subject to the Company potentially offsetting such Loaned Funds against other payment obligations that Mr. Schnaier may owe to LXL Tickets and/or LiveXLive Media. The Company can give no assurances that the Company will be able to recover from Mr. Schnaier a part or the entire amount of such Payment Obligation or that the Company will be able to offset a part or the entire amount of the Loaned Funds against other payment obligations that Mr. Schnaier may owe to LXL Tickets and/or LiveXLive Media. The Company completed a preliminary allocation of the purchase price of the assets acquired as follows with the assistance of an independent valuation firm: Asset Type Fair Value Fixed Assets $ 109,000 Trademark/Trade Name 431,100 Software 1,003,600 Customer Relationships 368,600 Domain Names 106,400 Goodwill 1,321,300 Purchase Price $ 3,340,000 The Company has determined useful lives of two years for software and customer relationships acquired, and five years for domain names, trademark and trade names acquired. For the quarter ended June 30, 2017 the Company recognized amortization expenses of $111,000 for these assets. For the fixed assets acquired the Company has estimated the assets useful lives of three to five years and recognized depreciation expense of $10,700 for these assets. The Company is still in the process of completing the valuation. The preliminary allocation of the purchase price was based upon a preliminary valuation and our estimates and assumptions are subject to change within the purchase price allocation period (generally one year from the acquisition date). The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of tangible and intangible assets acquired and residual goodwill. The Company prepared the following unaudited pro forma statements of operations, which present the Company’s pro forma results of operations after giving effect to the purchase of Wantickets, based on the historical financial statements of the Company and Wantickets. The unaudited pro forma statements of operations for the three months ended June 30, 2017 and 2016 give effect to the transaction with Wantickets as if it had occurred on April 1, 2016. Unaudited Pro-Forma Three Months Three Months Ended June 30, Ended June 30, 2017 2016 Revenue $ 386,020 $ 979,000 Cost of revenue 91,891 247,000 Gross Margin 294,129 732,000 Operating expenses: Selling, general and administrative 2,406,949 1,869,886 Related party expenses 90,000 90,000 Total operating expenses 2,496,949 1,959,886 Loss from operations (2,202,820 ) (1,227,886 ) Other income (expense): Interest expense, net (634,949 ) (701,268 ) Earnings from investment in OCHL — 83,184 Total other income (expense) (634,949 ) (618,084 ) Net loss $ (2,837,769 ) $ (1,845,970 ) Net loss per share – basic and diluted $ (0.03 ) $ (0.02 ) Weighted average common shares – basic and diluted 106,584,364 92,596,918 The Company’s results of operations for the period ended June 30, 2017 include revenue of Wantickets of $276,243 and a loss of $195,118 since the date of acquisition. | Note 3 — Equity Investment in OCHL On April 28, 2014, the Company acquired a 50% equity interest in Obar Camden Holdings Limited (“OCHL”), an entity that owns Obar Camden Limited (“OCL”), a music and entertainment company whose principal business is the operation of a live music venue and nightclub known as KOKO, located in Camden, London. KOKO provides live shows, club nights, corporate and other events. The Company acquired its 50% interest through the issuance of 58,000,000 shares of its common stock to the seller, JJAT Corp. (“JJAT”), a Delaware corporation wholly owned by Mr. Robert Ellin, the Company’s Chairman (formerly with the title Executive Chairman), Chief Executive Officer (formerly with the title President), and majority stockholder, and his affiliates. Since both the Company and JJAT were controlled by Mr. Ellin at the time of this transaction, the transaction was accounted for as a transaction between related parties at the related parties’ original basis. Accordingly, the Company recorded the equity method investment at $4.2 million which is JJAT’s historical basis in OCHL. As part of the transaction, the Company was to be reimbursed $494,750 by OCHL for legal and other acquisition costs incurred in relation to the acquisition of the 50% interest, which obligated was evidenced by a promissory note. As of March 31, 2016, the outstanding advance and any interest due thereunder to the Company was $213,331. The Company and the various parties to the agreement had certain disputes. On September 22, 2016, Mr. Oliver Bengough, the Company’s former Chief Executive Officer and director (“Bengough”), entered into a Settlement Agreement (the “Settlement Agreement”) with the Company and Mr. Ellin. On November 24, 2016, $2,182,274 was paid to the Company as the final sale price and the rest of the transactions contemplated under the Settlement Agreement were automatically consummated (including the Company’s sale of its interest in OCHL to Bengough). As a result, the Company recognized a loss of $2,790,073 for the remaining investment balance. As part of such transactions, Bengough was released from his obligation under the note described above and therefore, the Company recognized a loss on impairment of the note of $213,331 (See Note 10). As of November 24, 2016, the change in the investment in the affiliate was as follows: Balance as of March 31, 2015 $ 4,478,962 50% share of net income for the period 410,553 Balance as of March 31, 2016 4,889,515 50% share of net income for the period 132,832 Balance as of November 24, 2016 5,022,347 Proceeds received (2,182,274 ) Liability extinguished (50,000 ) Loss recognized $ 2,790,073 Net income from OCHL for the period from April 1, 2016 through November 24, 2016, and the fiscal year ended March 31, 2016, was as follows: Period from Fiscal Year Revenue $ 3,921,204 $ 6,754,707 Cost of revenue 546,480 920,667 Gross profit 3,374,724 5,834,040 Operating expenses Selling, general and administrative 2,893,306 4,613,058 Depreciation and amortization 74,828 133,106 Total operating expenses 2,968,134 4,746,164 Income from operations before other expenses 406,590 1,087,876 Other expenses Interest 28,002 45,997 Income before provision for taxes 378,588 1,041,879 Taxes 112,924 220,773 Net income $ 265,664 $ 821,105 The carrying amounts of the major classes of assets and liabilities of OCHL as of March 31, 2016 were as follows: Asset March 31, 2016 Current assets Cash and cash equivalents $ 386,009 Accounts receivable 24,743 Inventory 62,548 Prepaid expenses and other current assets 533,128 Total current assets 1,006,429 Other assets Property and equipment, net of accumulated depreciation 867,975 Total assets $ 1,874,205 Liabilities and Shareholders’ Deficit Current liabilities Accounts payable $ 514,488 Taxes payable 410,504 Notes payable, current 207,978 Other accrued liabilities 460,290 Total current liabilities 1,593,210 Deferred rent – noncurrent 937,459 Total liabilities 2,530,669 Shareholders’ deficit (656,464 ) Total Liabilities and Shareholders’ Deficit $ 1,874,205 |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Property and Equipment [Abstract] | ||
Property and Equipment | Note 4 — Property and Equipment Property and equipment at June 30, 2017 and March 31, 2017 was as follows: June 30, March 31, Production equipment $ 104,103 $ 51,304 Computer equipment 69,279 42,078 Software 29,000 — Total property and equipment 202,382 93,382 Accumulated depreciation (52,746 ) (35,975 ) Property and equipment, net $ 149,636 $ 57,407 Depreciation expense was $16,771 and $5,900 for the three months ended June 30, 2017 and 2016, respectively. | Note 4 — Property and Equipment Property and equipment at March 31, 2017 and 2016 was as follows: March 31, March 31, Production equipment $ 51,304 $ 51,304 Computer equipment 42,078 23,125 Total property and equipment 93,382 74,429 Accumulated depreciation (35,975 ) (11,860 ) Property and equipment, net $ 57,407 $ 62,569 Depreciation expense was $24,115 and $6,336 for the years ended March 31, 2017 and 2016, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2017 | |
Intangible Assets [Abstract] | |
Intangible Assets | Note 5 — Intangible Assets The following table sets forth our acquired intangible assets by major asset class as of June 30, 2017: June 30, 2017 Useful life Gross Accumulated Net Trademark/Trade Name 5 $ 431,100 $ (12,300 ) $ 418,800 Software 2 1,003,600 (74,100 ) 929,500 Customer Relationships 2 368,600 (21,300 ) 347,300 Domain Names 5 106,400 (3,300 ) 103,100 Total $ 1,909,700 $ (111,000 ) $ 1,798,700 Intangible assets amortization expense was $111,000 for the three months ended June 30, 2017, respectively, and $0 for the three months ended June 30, 2016, respectively. Future amortization expense related to intangible assets as of June 30, 2017 are as follows: Year Ending Mar 31, 2018 – 9 months remaining $ 595,800 2019 794,400 2020 183,600 2021 108,000 2022 108,000 Beyond 8,900 Total $ 1,798,700 |
Convertible Note Payable, Share
Convertible Note Payable, Shareholder | 3 Months Ended |
Jun. 30, 2017 | |
Convertible Note Payable, Shareholder/ Non-Related Party Note Payable/ Note Payable [Abstract] | |
Convertible Note Payable, Shareholder | Note 6 — Convertible Note Payable, Shareholder As of June 30, 2017 and March 31, 2017, the Company had an outstanding 6%, unsecured convertible note payable (the “Trinad Note”) to Trinad Capital Master Fund (“Trinad Capital”), a fund wholly owned by Mr. Ellin, the Company’s Executive Chairman, Chief Executive Officer, director and principal stockholder, for both short and long term working capital requirements. The Trinad Note was issued on February 21, 2017, to convert aggregate principal and interest of $3,581,077 under the first senior convertible promissory note and second senior convertible promissory note (the “Senior Notes”) with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively, each as subsequently amended. The Trinad Note is due on March 31, 2018. Before its maturity, Trinad Capital shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 1,790,539 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. Such warrants were exercised on February 28, 2017. The conversion of the Senior Notes into the Trinad Note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 1,790,539 warrants issued to Trinad Capital was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the Trinad Note’s beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, $3,603,446 of principal, which includes $75,938 of accrued interest, was outstanding under the Note. At June 30, 2017, $3,657,015 of principal, which includes $75,938 of accrued interest, was outstanding under the Note. |
Non-Related Party Note Payable
Non-Related Party Note Payable | 3 Months Ended |
Jun. 30, 2017 | |
Convertible Note Payable, Shareholder/ Non-Related Party Note Payable/ Note Payable [Abstract] | |
Non-Related Party Note Payable | Note 7 — Non-Related Party Note Payable On December 31, 2014, the Company converted accounts payable into a Senior Promissory Note (the “Note”) in the aggregate principal amount of $242,498. The Note bears interest at 6% per annum and interest is payable on a quarterly basis commencing March 31, 2015 or the Company may elect that the amount of such interest be added to the principal sum outstanding under this Note. The payables arose in connection with professional services rendered by attorneys for the Company prior to and through December 31, 2014, and the Note had an original maturity date of December 31, 2015, which was extended to June 30, 2016 or such later date as the lender may agree to in writing. As of the date of this Quarterly Report on Form 10-Q (this “Quarterly Report”), the Note has not been extended and is currently past due. As of June 30, 2017 and March 31, 2017, $281,429 and $277,270 of principal, which includes $38,931 and $34,772 of accrued interest, respectively, were outstanding under the Note. |
Notes Payable to Major Stockhol
Notes Payable to Major Stockholder | 12 Months Ended |
Mar. 31, 2017 | |
Notes Payable to Major Stockholder [Abstract] | |
Notes Payable to Major Stockholder | Note 5 — Notes Payable to Major Stockholder As of March 31, 2017 and 2016, the Company had the following outstanding notes payable to Trinad Capital Master Fund (“Trinad Capital”), a fund wholly owned by Mr. Ellin, the Company’s Chairman (formerly with the title Executive Chairman), Chief Executive Officer (formerly with the title President) and majority stockholder, for both short and long term working capital requirements: March 31, March 31, (A) First Senior Note $ — $ 1,000,000 (B) Second Senior Note — 1,784,000 (C) 6% Unsecured Convertible Note 3,603,446 — Total $ 3,603,446 $ 2,784,000 (A) On December 31, 2014, the Company entered into a senior convertible promissory note (the “First Senior Note”) with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of 6% per annum on the unpaid principal amount of outstanding advances. At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was originally due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note: • • • As of March 31, 2016, $1,000,000 of principal was outstanding under the First Senior Note and accrued interest $140,555 is reflected on the consolidated balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $1,197,897 due under this note was exchanged into a convertible note discussed in (C) below. (B) On April 8, 2015, the Company entered into a second senior promissory note (the “Second Senior Note”) with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note: • • • The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March 31, 2016. During the year ended March 31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March 31, 2017. As of February 21, 2016, $2,154,100 of principal was outstanding under the Second Senior Note. Accrued interest of $87,048 is reflected on the balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $2,383,180 due under this note was exchanged into a convertible note discussed in (C) below. (C) On February 21, 2017, the Company issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital discussed above. This convertible note is due on March 31, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. Additionally, if the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, all outstanding note principal and interest will automatically convert into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 1,790,539 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The warrants were exercised on February 28, 2017. The conversion of the First and Second Senior Notes into an unsecured convertible note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 1,790,539 warrants issued to the noteholder was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the note’s beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, the balance of the note and accrued interest were $3,581,077 and $22,369, respectively. |
Note Payable
Note Payable | 12 Months Ended |
Mar. 31, 2017 | |
Convertible Note Payable, Shareholder/ Non-Related Party Note Payable/ Note Payable [Abstract] | |
Note Payable | Note 6 — Note Payable On December 31, 2014, the Company converted accounts payable into a Senior Promissory Note (the “Note”) in the aggregate principal amount of $242,498. The Note bears interest at 6% per annum and interest is payable on a quarterly basis commencing March 31, 2015 or the Company may elect that the amount of such interest be added to the principal sum outstanding under this Note. The payables arose in connection with professional services rendered by attorneys for the Company prior to and through December 31, 2014, and the Note had an original maturity date of December 31, 2015, which was extended to June 30, 2016 or such later date as the lender may agree to in writing. As of March 31, 2017 and 2016, the balance due was $277,270 and $262,040, which includes $34,772 and $19,542 of accrued interest, respectively, were outstanding under the Note, and is currently past due. |
Related Party Unsecured Convert
Related Party Unsecured Convertible Notes Payable | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Related Party Unsecured Convertible Notes Payable [Abstract] | ||
Related Party Unsecured Convertible Notes Payable | Note 8 — Related Party Unsecured Convertible Notes Payable Related Party unsecured convertible notes payable at June 30, 2017 and March 31, 2017 were as follows: June 30, 2017 March 31, 2017 (A) 6% Unsecured Convertible Note – due March 31, 2018 $ 51,455 $ 50,707 (B) 6% Unsecured Convertible Note – due June 28, 2018 50,008 — Less accumulated amortization of Valuation Discount (77,585 ) (39,039 ) Net 23,878 11,668 Less: Convertible note payable, current 4,771 — Convertible notes payable, long-term $ 19,107 $ 11,668 Convertible Note — Marvin Ellin (A) On January 4, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin, the father of Robert Ellin, our Chairman (formerly with the title Executive Chairman), Chief Executive Officer (formerly with the title President), director and principal stockholder, for total principal amount of $50,000. This note will be due September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 25,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 25,000 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. The balance of the unamortized discount at March 31, 2017 was $39,039. During the three months ended June 30, 2017, the Company amortized $6,690 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $32,349. At June 30, 2017, $50,000 of principal, which includes $1,455 of accrued interest, was outstanding under the Note. (B) On June 29, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin for total principal amount of $50,000. This note will be due June 28, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 25,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 25,000 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of June 28, 2017, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During the three months ended June 30, 2017, the Company amortized $125 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $45,237. At June 30, 2017, $50,000 of principal, and $8 of accrued interest, was outstanding under the Note. | Note 7 — Related Party Unsecured Convertible Notes Payable Related party unsecured convertible notes payable at March 31, 2017 and 2016 were as follows: (A) 6% Unsecured Convertible Note – due September 13, 2018 $ — $ — (B) 6% Unsecured Convertible Note – due on March 31, 2018 50,707 — Less accumulated amortization of Valuation Discount (39,039 ) — Net $ 11,668 $ — (A) On August 19, 2016, the Company issued a 6% unsecured convertible note payable to a related party for total principal amount of $55,000. This note was due on September 30, 2018. On December 21, 2016, this note was repaid. Before its maturity, the noteholder had in its sole discretion the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. Additionally, if the Company raised a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, all outstanding principal and interest would have automatically converted into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. (B) On January 4, 2017, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $50,000. This note will be due on September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, all outstanding note principal and interest will automatically convert into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 25,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 25,000 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During year ended March 31, 2017, the Company amortized $6,323 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $39,039. As of March 31, 2017, $50,000 of principal and $707 of accrued interest was due under the note. |
Unsecured Convertible Notes Pay
Unsecured Convertible Notes Payable | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Unsecured Convertible Notes Payable [Abstract] | ||
Unsecured Convertible Notes Payable | Note 9 — Unsecured Convertible Notes Payable Unsecured Convertible notes payable at June 30, 2017 and March 31, 2017 were as follows: June 30, March 31, (A) 6% Unsecured Convertible Notes – Due September 30, 2018 $ 157,126 $ 154,882 (B) 6% Unsecured Convertible Notes – Due between January 31, 2018 and September 30, 2018 1,266,742 1,248,267 (C) 6% Unsecured Convertible Notes – Due between January 31, 2018 and June 28, 2018 1,714,442 — Less accumulated amortization of Valuation Discount (2,123,043 ) (1,114,751 ) Net 1,015,257 288,398 Less: convertible notes, current 685,214 67,858 Convertible notes, long term $ 330,043 $ 220,540 (A) On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $150,000. This note will be due on September 13, 2018. Before the maturity date, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 150,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The aggregate relative fair value of the 150,000 warrants issued to the noteholder was determined to be $93,612 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $0.63, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes’ beneficial conversion feature which will be amortized as interest over the term of the note. The balance of the unamortized discount at March 31, 2017 was $109,259. During the three months ended June 30, 2017, the Company amortized $18,724 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $90,535. As of June 30, 2017, $7,126 of accrued interest was added to the principal balance. (B) Between November 22, 2016 and March 27, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,235,000. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 617,500 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 617,500 warrants issued to the noteholders was determined to be $560,226 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. The balance of the unamortized discount at March 31, 2017 was $1,005,490. During the three months ended June 30, 2017, the Company amortized $214,784 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $790,706. As of June 30, 2017, $31,742 of accrued interest was added to the principal balance. (C) Between April 5, 2016 and June 29, 2017, the Company issued ten 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,695,000. The notes are due on various dates through June 29, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 847,500 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 847,500 warrants issued to the noteholders was determined to be $768,893 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $768,893. As a result, the Company recorded a note discount of $1,537,790 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During the three months ended June 30, 2017, the Company amortized $295,983 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $1,241,807. As of June 30, 2017, $19,442 of accrued interest was added to the principal balance. | Note 8 — Unsecured Convertible Notes Payable Unsecured Convertible notes payable at March 31, 2017 and 2016 were as follows: March 31, March 31, (A) 8% Unsecured Convertible Notes – Due on January 19, 2018 $ — $ 200,000 (B) 6% Unsecured Convertible Notes – Due on September 13, 2018 154,882 — (C) 6% Unsecured Convertible Notes – Due between January 31, 2018 and September 30, 2018 1,248,267 — Total 1,403,149 200,000 Less accumulated amortization of Valuation Discount (1,114,751 ) (89,727 ) Net 288,398 110,273 Less note payable, current 67,858 — Notes payable, long-term $ 220,540 $ 100,273 (A) On January 19, 2016, the Company issued three 8% unsecured convertible notes payable to investors (the “Lenders”) for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. In addition, the Lenders received 400,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The warrants were exercised during the year ended March 31, 2017. The aggregate relative fair value of the 400,000 warrants issued to the Lender was determined to be $99,915 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount upon issuance and was being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727. On June 6, 2016, the Lenders converted $200,000 of principal and $5,918 of interest into 205,918 shares of the Company’s common stock at a conversion price of $1 per share. As the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized a beneficial conversion cost of $136,936. As a result of the conversion, the remaining debt discount of $89,727 was fully amortized to interest expense as of the date of conversion. As an inducement for the conversion, the Lenders were issued 205,920 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The aggregate fair value of the 205,920 warrants issued to the Lenders was $341,864 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.20%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). The value of the warrants of $341,864 was considered as additional interest expense upon their issuance. The warrants were exercised immediately into 205,920 shares of the Company’s common stock with net proceeds of $1,030 to the Company. (B) On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $150,000. This note will be due on September 13, 2018. Before the maturity date, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 150,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The aggregate relative fair value of the 150,000 warrants issued to the noteholder was determined to be $93,612 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $0.63, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes’ beneficial conversion feature which will be amortized as interest over the term of the note. During year ended March 31, 2017, the Company amortized $40,741 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $109,259. As of March 31, 2017, $4,882 accrued interest was added to principal balance. (C) Between November 22, 2016 and March 27, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,235,000. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 617,500 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 617,500 warrants issued to the noteholders was determined to be $560,226 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35 - 1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During year ended March 31, 2017, the Company amortized $114,961 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $1,004,590. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 10 — Related Party Transactions Management Services from Trinad Management LLC Pursuant to a Management Agreement (the “Management Agreement”) with Trinad Management LLC (“Trinad LLC”) entered into on September 23, 2011, Trinad LLC agreed to provide certain management services to the Company through September 22, 2014, including, without limitation, the sourcing, structuring and negotiation of potential business acquisitions and customer contracts for the Company. Under the Management Agreement, the Company compensated Trinad LLC for its services by (i) paying a fee equal to $2,080,000, with $90,000 payable in advance of each consecutive 3-month calendar period during the term of the Management Agreement and with $1,000,000 due at the end of the 3-year term, and (ii) issuing a warrant to purchase 2,250,000 shares of the Company’s common stock at an exercise price of $0.075 per share (the “Warrant”). The Warrant may have been exercised in whole or in part by Trinad LLC at any time for a period of 10 years. On August 25, 2016, the Warrant was fully exercised on a cashless basis at an exercise price of $0.075 per share, resulting in the issuance 2,148,648 shares of the Company’s common stock. The remaining amount of $250,000 due to Trinad LLC was reflected as a liability on the accompanying March 31, 2017 balance sheet. During the quarter ended June 30, 2017, the Company paid in full the remaining amount that was due at March 31, 2017. Trinad LLC continues to provide services to the Company at a fee of $30,000 per month on a month-to-month basis. For the three months ended June 30, 2017 and 2016, the Company incurred $90,000 of such fees. Rent During the three-month period ended June 30, 2017 and the fiscal year ended March 31, 2017, the Company subleased office space from Trinad LLC for no cost to the Company as part of the Company’s Management Agreement with Trinad LLC. Management estimates such amounts to be immaterial. the Company anticipates continuing to sublease such space at no cost to it for the foreseeable future. the Company believes that such property is in good condition and is suitable for the conduct of its business. Other Asset At June 30, 2017, the Other Asset balance of $15,000 is for a 4.02% equity investment in a music technology company that is led by a family member of the Company’s Chairman (formerly with the title Executive Chairman) and Chief Executive Officer (formerly with the title President). | Note 9 — Related Party Transactions Management Services from Trinad Management LLC Pursuant to a Management Agreement (the “Management Agreement”) with Trinad Management LLC (“Trinad LLC”) entered into on September 23, 2011, Trinad LLC agreed to provide certain management services to the Company through September 22, 2014, including, without limitation, the sourcing, structuring and negotiation of potential business acquisitions and customer contracts for the Company. Under the Management Agreement, the Company compensated Trinad LLC for its services by (i) paying a fee equal to $2,080,000, with $90,000 payable in advance of each consecutive 3-month calendar period during the term of the Management Agreement and with $1,000,000 due at the end of the 3-year term, and (ii) issuing a warrant to purchase 2,250,000 shares of the Company’s common stock at an exercise price of $0.075 per share (the “Warrant”). The Warrant may have been exercised in whole or in part by Trinad LLC at any time for a period of 10 years. On August 25, 2016, the Warrant was fully exercised on a cashless basis at an exercise price of $0.075 per share, resulting in the issuance 2,148,648 shares of the Company’s common stock. The total amount of $1,000,000 due to Trinad LLC was reflected as a liability on the accompanying March 31, 2016 balance sheet. Pursuant to the terms of the Management Agreement with Trinad Management, LLC, during March 2017, the Company paid $750,000 of the amount that was due at the end of the three-year term of the Management Agreement. The total amount due at March 31, 2017 was $239,080. The remaining amount was paid in April 2017. Trinad LLC continues to provide services to the Company at a fee of $30,000 per month on a month-to-month basis. For each of the years ended March 31, 2017 and 2016, the Company incurred $360,000 of such fees. Due to Related Parties As of March 31, 2017 and 2016, amounts due to related parties were $0 and $117,124, respectively, payable to Mr. Ellin, the Company’s Chairman (formerly with the title Executive Chairman), Chief Executive Officer (formerly with the title President) and majority stockholder. These amounts were provided to the Company for working capital as needed and are unsecured, non-interest bearing advances with no formal terms of repayment. Rent During the fiscal years ended March 31, 2017 and 2016, the Company subleased office space from Trinad LLC for no cost to the Company as part of the Company’s Management Agreement with Trinad LLC. Management estimates such amounts to be immaterial. The Company anticipates continuing to sublease such space at no cost to it for the foreseeable future. The Company believes that such property is in good condition and is suitable for the conduct of its business. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | Note 11 — Commitments and Contingencies Promotional Rights The Company acquires promotional rights from time to time that may contain obligations for future payments. As of June 30, 2017, the Company is obligated under three licenses, production and/or distribution agreements to make guaranteed payments as follows: $700,000 for the fiscal year ended March 31, 2018, and $475,000 for the fiscal year ended March 31, 2019. The agreements also provide for a revenue share of 35-50% of capital and net revenues. In addition, there are two other agreements that provide for a revenue share of 50% on net revenues, but no guaranteed payments. If the events do not occur as planned and/or the Company does not undertake production of such events, or if the revenue from these events does not allow the Company to recover its production costs, no additional liability for additional payments or promotional right will remain. Legal Proceedings On March 3, 2016, Blink TV Limited and Northstar Media, Inc. (collectively, the “Plaintiffs”) filed a claim in the Los Angeles County Superior Court of California against the Company and LiveXLive, alleging breaches of two different license agreements for the live-streaming rights to “Bestival,” an annual music festival which takes place on the Isle of Wight in England. LiveXLive and the Company demurred to the complaint on May 10, 2016, and, prior to the hearing on the demurrer, Plaintiffs amended their complaint. The amended complaint no longer states a claim against the Company and only states a single cause of action against LiveXLive for the alleged breach of a single license agreement. Plaintiffs are seeking $300,000 in damages. To date, LiveXLive has vigorously contested Plaintiffs’ claims. In doing so, on December 23, 2016, LiveXLive filed a cross-complaint against Plaintiffs for breach of contract and breach of the implied covenant of good faith and fair dealing. On May 11, 2017, the parties agreed to a mediation which is tentatively scheduled for October 2017, and a trial date is set for March 2018. On July 17, 2017, Exodus Festival, Inc. (“Exodus”) filed a demand for arbitration with the American Arbitration Association, Washington, DC office (“AAA”), requesting for AAA to commence an arbitration proceeding against Wantickets and LXL Tickets, in connection with event proceeds of $155,633 allegedly owed by Wantickets to Exodus pursuant to a certain Presale Agreement For On-line Ticket Sales Services, entered into by and between Wantickets and Exodus on or about October 20, 2015 (the “Exodus-Wantickets Agreement”). Exodus alleges that LXL Tickets assumed Wantickets’ obligations under the Exodus-Wantickets Agreement pursuant to the APA, dated as of May 5, 2017, entered into by and among Wantickets, LXL Tickets, the Company and certain other persons. On August 9, 2017, LXL Tickets submitted with AAA its objections to the arbitration request and any obligations or liability to Exodus, including because LXL Tickets was not a party to and never assumed the Exodus-Wantickets Agreement. On August 10, 2017, Exodus submitted its response with AAA to LXL Tickets’ objections. LXL Tickets intends to vigorously dispute such arbitration demand and any obligations or liability to Exodus and to defend itself against these claims. The Company is not aware of any other pending legal proceedings. From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. An adverse result in these or other matters may have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition or operating results. | Note 10 — Commitments and Contingencies Promotional Rights The Company acquires promotional rights from time to time that may contain obligations for future payments. During the year ended March 31, 2017, the Company incurred $350,000 in payment obligations for the acquisition of certain promotional rights. As of March 31, 2017, the Company is obligated under two licenses, production an d/o Legal Proceedings Bengough Settlement On May 20, 2016, Mr. Oliver Bengough, the Company’s former Chief Executive Officer and director, filed a Petition for Relief (the “Petition”) in the High Court of Justice, Chancery Division (the “Court”) against OCHL, OCL, KOKO UK and Mr. Ellin (collectively, the “Respondents”). In the Petition, Mr. Bengough claimed, among other things, certain breaches of duty by Mr. Ellin in connection with the corporate operations of the Respondents, as well as a “deterioration” of the relationship between the parties. OCHL was formed by OCL’s stockholders for the sole purpose of acquiring all of the registered and contributed capital of OCL, is a 50%-owned subsidiary of the Company and is the former parent of OCL. On September 22, 2016, Mr. Bengough entered into a Settlement Agreement (the “Settlement Agreement”) with the Respondents and Global Loan Agency Services Limited, as escrow agent (the “Escrow Agent”), relating to the Petition. Pursuant to the Settlement Agreement, the parties agreed, among other things, to (i) the terms of settlement in relation to all facts, matters and allegations raised by the Petition against the Respondents, including disputed liability under a junior promissory note, dated as of April 28, 2014, issued by OCHL and OCL in favor of JJAT, (ii) sell 48,878 ordinary shares and the 2,750 deferred ordinary shares in OCHL owned by the Company to Mr. Bengough on the terms provided in the Settlement Agreement, (iii) resolve certain ancillary matters arising from the past business dealings between Messrs. Ellin and Bengough, and (iv) to consummate the transactions contemplated thereunder and under certain related transaction documents (as defined below) (collectively, the “Settlement Transactions”). Pursuant to the terms of the Settlement Agreement, on November 24, 2016, Financial Consulting LLP BTG, an independent expert valuation firm engaged to determine the value of the ordinary shares in OCHL, delivered its final valuation report to the parties and that its analysis yielded that the value of the ordinary shares of OCHL is $4,455,833 (£3,612,057), therefore entitling the Company to $2,182,274 (£1,769,029) (or 50% of the value) minus $45,643 (£37,000) (as agreed to by the parties). On December 1, 2016, the Escrow Agent paid to the Company, via the funds deposited by Mr. Bengough, $2,182,274 as the Final Sale Price and the rest of Settlement Transactions were automatically consummated (including the Company’s sale of its OCHL shares to Mr. Bengough). Blink TV Limited and Northstar Media, Inc. On March 3, 2016, Blink TV Limited and Northstar Media, Inc. (collectively, the “Plaintiffs”) filed a claim in the Los Angeles County Superior Court of California against the Company and LiveXLive, alleging breaches of two different license agreements for the live-streaming rights to “Bestival,” an annual music festival which takes place on the Isle of Wight in England. LiveXLive and the Company demurred to the complaint on May 10, 2016, and, prior to the hearing on the demurrer, Plaintiffs amended their complaint. The amended complaint no longer states a claim against the Company and only states a single cause of action against LiveXLive for the alleged breach of a single license agreement. Plaintiffs are seeking $300,000 in damages. To date, LiveXLive has vigorously contested Plaintiffs’ claims. In doing so, LiveXLive filed a cross-complaint against Plaintiffs for breach of contract and breach of the implied covenant of good faith and fair dealing, on December 23, 2016. On May 11, 2017 the parties agreed to a mediation currently scheduled for June, 2017, and a trial date is set for March, 2018. We are currently not aware of any other pending legal proceedings. From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. An adverse result in these or other matters may have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition or operating results. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Mar. 31, 2017 | |
Equity Incentive Plan [Abstract] | |
Equity Incentive Plan | Note 11 — Equity Incentive Plan On August 29, 2016, the Company’s Board of Directors and stockholders approved the Company’s 2016 Equity Incentive Plan (the “2016 Plan”), which reserves a total of 22,800,000 shares of the Company’s common stock for issuance under the 2016 Plan. Incentive awards authorized under the 2016 Plan include, but are not limited to, incentive Internal Revenue Code of 1986, as amended. If an incentive award granted under the 2016 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to the Company in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2016 Plan. As of the date of the filing of this registration statement, no stock options or any shares of common stock |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Stockholders' Equity (Deficit) | ||
Stockholders' Equity (Deficit) | Note 12 — Stockholders’ Deficit Issuance of Common Stock for Services to Consultants During the three months ended June 30, 2017, the Company issued 229,165 shares of its common stock valued at $382,705 to various consultants. The Company valued these shares at a price of $1.67 per share, the most recent price of the sale of its common stock near the date of grant. Issuance of Common Stock for Services to Employees During the three months ended June 30, 2017, the Company issued 700,000 shares of its common stock valued at $1,169,000 to certain employees. The Company valued these shares at a price of $1.67 per share, the most recent price of the sale of its common stock near the date of grant. During the three months ended June 30, 2017, the Company recorded $107,292 of expense related to the vested portion of its restricted stock, and the remaining $1,061,708 is expected to be recorded over the next two years. Additional details of the Company’s restricted common stock are as follows: Number of Shares Weighted Average Grant Date Fair Value Per Share Non-vested March 31, 2017 — $ — Issued 700,000 1.67 Vested (37,500 ) 1.67 Forfeited — — Non-vested, June 30, 2017 662,500 $ 1.67 Warrants During the quarter ended June 30, 2017, the Company issued warrants along with a series of convertible notes to acquire 872,500 shares of Company’s common stock valued at $791,576 at an exercise price of $0.01. During the quarter ended June 30, 2017, 1,022,500 warrants were exercised into 1,022,500 shares of common stock for net proceeds of $10,226. The table below summarizes the Company’s warrant activities: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balance outstanding, March 31, 2017 150,000 $ 0.010 2.99 Granted 872,500 0.010 3.07 Exercised (1,022,500 ) 0.010 3.06 Forfeited/expired — — — Balance outstanding, June 30, 2017 — $ — — Exercisable, June 30, 2017 — $ — — | Note 12 — Stockholders’ Equity (Deficit) Sale of Common Stock or Equity Units During the year ended March 31, 2017, the Company entered into securities purchase agreements with certain accredited investors, pursuant to which the Company sold an aggregate of 550,000 units at a purchase price of $2.50 per share for $1,375,000 in cash proceeds. Each unit consisted of one share of the Company’s common stock and a warrant to purchase 0.5 (one-half) share of the Company’s common stock, exercisable for a period of three years from the date of original issuance at exercise prices from $0.005 to $0.01 per share. During the year ended March 31, 2016, the Company entered into securities purchase agreements with accredited investors, pursuant to which the Company agreed to issue an aggregate of 762,500 units at a purchase price of $0.50-1.00 per unit for $612,500 in cash. Each unit consisted of one share of the Company’s common stock and one warrant to purchase a share of the Company’s common stock, exercisable for a period of four years from the date of original issuance at an exercise price of $0.005 per share. Issuance of Common Stock for Services During the year ended March 31, 2017, the Company issued 1,578,720 shares of its common stock valued at $2,279,589 to various consultants, including 100,000 shares to a related party valued at $167,000. The Company valued these shares at prices varying from $0.50 to $1.67 per share based on the most recent prices of the sale of the Company’s common stock near the date of grant. During the year ended March 31, 2016, the Company issued 1,802,000 shares of its common stock valued at $856,500 to various consultants and advisory board members. The Company valued these shares at prices varying from $0.25 to $0.50 per share based on the most recent prices of the sale of its common stock on the date of grant. Warrants On June 2, 2016, the Company issued warrants to acquire 205,920 shares of the Company’s common stock valued at $341,864 as an inducement to convert a convertible note. These warrants, along with 400,000 warrants issued to the noteholder upon issuance of the note, were exercised during the year ended March 31, 2017, at an exercise price of $0.005 per share, resulting in net proceeds to the Company of $3,030. In April, 2016, the Company issued warrants to Trinad Capital, a related party, to acquire 3,352,754 shares of the Company’s common stock valued at $1,661,114 at an exercise price of $0.005 to extend the maturity dates of the First and Second Senior Notes. These warrants were exercised during the year ended March 31, 2017, at an exercise price of $0.005 per share, resulting in net proceeds to the Company of $16,764. During the year ended March 31, 2017, the Company issued warrants to purchase aggregate 2,583,038 shares of the Company’s common stock along with various convertible notes. These warrants were valued at $676,518 at an exercise price of $0.01. During the year ended March 31, 2017, the Company issued warrants to purchase 275,000 shares of the Company’s common stock as part of securities purchase agreements. During the year ended March 31, 2017, warrants to purchase 9,665,360 shares of common stock were exercised, of which 2,250,000 warrants were exercised on a cashless basis, and the Company received proceeds of $48,123 related to the exercise of the balance of the warrants. During the year ended March 31, 2016, the Company issued 1,162,500 shares of the Company’s common stock upon exercise of 1,162,500 warrants at an exercise price of $0.005 per share, resulting in net proceeds to the Company of $5,813. The table below summarizes the Company’s warrant activities: Number of Weighted Weighted Balance outstanding, April 1, 2016 3,600,000 $ 0.045 3.21 Granted 1,162,500 0.005 2.21 Exercised (1,162,500 ) 0.005 4.24 Forfeited/expired — — — Balance outstanding, March 31, 2016 3,600,000 0.050 4.16 Granted 6,416,712 0.007 2.91 Exercised (9,866,712 ) 0.022 3.15 Forfeited/expired — — — Balance outstanding, March 31, 2017 150,000 $ 0.010 2.99 Exercisable, March 31, 2017 150,000 $ 0.010 2.99 Increase of Authorized Common Stock and Creation of Preferred Stock On August 29, 2016, the Company’s Board of Directors and stockholders approved for the Company to file a Certificate of Amendment to its Articles of Incorporation (the “Certificate”) with the Secretary of State of the State of Nevada, which increased the Company’s authorized capital stock. The Certificate was filed and became effective on September 1, 2016. The Certificate increased the aggregate number of shares of capital stock which the Company has the authority to issue to 501,000,000 shares, consisting of 500,000,000 shares of common stock and 1,000,000 shares of the Company’s preferred stock, $0.001 par value per share (the “preferred stock”). The Company may issue shares of preferred stock from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by the Company’s Board of Directors and will have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Company’s Board of Directors. The Company’s Board of Directors will have the power to increase or decrease the number of shares of preferred stock of any series after the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased, the shares constituting such decrease will resume the status of authorized but unissued shares of preferred stock. While the Company does not currently have any plans for the issuance of preferred stock, the issuance of such preferred stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the common stock until and unless the Company’s Board of Directors determines the specific rights of the holders of the preferred stock; however, these effects may include: restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock, or delaying or preventing a change in control of the Company without further action by the stockholders. |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Provision [Abstract] | |
Income Tax Provision | Note 13 — Income Tax Provision At March 31, 2017 and 2016, the Company had available federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $15.4 million and $6.8 million for federal income tax purposes, respectively, and $15.4 million and $6.8 million for state income tax purposes respectively. The federal and state net operating loss carryforwards expire in 2037. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit. The Company has adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of March 31, 2017 and 2016, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of March 31, 2017 and 2016, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2014 through 2016 remain open to examination by the major taxing jurisdictions to which the Company is subject. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. Significant components of the Company’s deferred income tax assets are as follows as of: 2017 2016 Net operating loss carryforward $ 6,152,000 $ 2,708,000 Stock-based compensation 912,000 343,000 Impairment of note receivable 85,000 - Loss on sale of investment in OCHL 1,116,000 - Equity in earnings of OCHL (53,000 ) (164,000 ) Total deferred tax assets 8,212,000 2,887,000 Valuation allowance (8,212,000 ) (2,887,000 ) Net deferred tax asset $ - $ - Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: 2017 2016 U.S federal statutory income tax -34.00 % -34.00 % State tax, net of federal tax benefit -5.80 % -5.80 % Permanent differences -65.52 % - % Change in valuation allowance 105.32 % 39.80 % Effective tax rate 0.00 % 0.00 % |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 14 — Subsequent Events Subsequent to the period June 30, 2017, the Company entered into the following acquisition agreements: Slacker Agreement • SNAP Agreement • Employment Agreements Andy Schuon In September 2017, the Company entered into an employment agreement with Mr. Schuon for a term of three years at a monthly rate of $25,000 from the effective date of the employment agreement to the date immediately prior to the closing of this offering. Following the closing of this offering, Mr. Schuon’s annual salary shall be at a rate no less than $500,000. Mr. Schuon shall also receive a $250,000 cash bonus within thirty days after such closing. Such bonus shall be considered an advance against, and prepayment of, any Performance Bonus (as defined therein). The Performance Bonus shall be equal to 100% of his base salary and payable in accordance with the annual bonus plan applicable to the Company’s senior executives to be established following the closing of this offering. Mr. Schuon was granted options to purchase 3,000,000 shares of the Company’s common stock at a price of $0.55 per share. The first tranche of 2,500,000 shares shall vest in one-twelfth increments every three months from the effective date through the end of the three-year term of the employment agreement (the “Service Option”). Such tranche of shares shall become exercisable on the earlier of (i) one (1) year after the date such tranche shall vest, (ii) the second anniversary of the effective date of the employment agreement, or (iii) the earliest date vested equity awards become exercisable or transferable for similarly situated executives of the Company. In the event of a Change of Control (as defined therein), any unvested portion of the shares subject to the Service Option shall vest and become exercisable effective immediately prior to such event. The second tranche of 500,000 shares shall 100% vest if prior to the third anniversary of the effective date of the employment agreement the shares shall have traded at a price of $10.00 per share or more for a period of ninety consecutive trading days during which an average of at least 500,000 shares are traded per day (the “Performance Option”). Such tranche of shares shall become exercisable on the earlier of (i) one (1) year after the vesting date, (ii) the second anniversary of the effective date of the employment agreement, or (iii) the earliest date vested equity awards become exercisable or transferable for similarly situated executives of the Company. In the event of a Change of Control, if the performance criteria has been achieved prior to such date or if the share value achieved in the Change of Control event is at least $10.00 per share, the Performance Option will vest and become exercisable effective immediately prior to such event. If Mr. Schuon’s employment is terminated by the Company without “Cause” or by Mr. Schuon for “Good Reason” (each as defined in his employment agreement, subject to the Company’s right to cure), he will be entitled to termination benefits, pursuant to which (i) the Company will pay certain accrued obligations and prior year bonus amounts, if any; (ii) the Company will continue to pay Mr. Schuon his base salary for a period from the termination date through the lesser of twelve months or the period through and inclusive of the last day of the three-year term of the employment agreement and a Pro-Rata Bonus (as defined in the employment agreement) (subject to execution and non-revocation of a release); (iii) Mr. Schuon’s (x) the unvested portion of the Service Option and other equity awards (other than the Performance Option) shall automatically accelerate and become vested and exercisable for a period of twelve months from the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award, and all restrictions on such equity awards shall automatically and immediately lapse (y) the Performance Option will continue to vest for a twelve-month period following the termination date (in each case, subject to execution and non-revocation of a release); and (iv) the Company will continue to cover costs for Mr. Schuon and his dependents’ continued participation in the Company’s medical plans from the termination date through and inclusive of the lesser of twelve months or the period through the date on which he obtains other coverage (subject to execution and non-revocation of a release). Mr. Schuon’s employment agreement contains covenants for the benefit of the Company relating to non-competition during the term of his employment and protection of the Company’s confidential information, customary representations and warranties and indemnification obligations. Jerome Gold In September 2017, the Company entered into an amended and restated employment agreement with Mr. Gold for a term of three years at an annual salary of $120,000 for the period commencing from the effective date of the agreement to the day immediately prior to the closing of the Company’s public offering. Following the closing of the offering, Mr. Gold’s annual salary shall increase to $400,000. Mr. Gold shall also receive a $250,000 cash bonuswithin thirty days after such closing. Mr. Gold is also eligible to receive a Performance Bonus (as defined therein) equal to 100% of his base salary and payable in accordance with the annual bonus plan applicable to the Company’s senior executives to be established following the closing of the offering. Mr. Gold was also granted options to purchase 1,000,000 shares of the Company’s common stock at a price of $0.55 per share. Such options shall vest in increments, with the first tranche of one-twelfth of the shares vesting three months from the effective date of the agreement, with an additional one-twelfth of the shares vesting every third month thereafter through the expiration of the three-year term. In the event of a Change of Control (as defined therein), any unvested portion of such shares shall vest and become exercisable effective immediately prior to such event. If Mr. Gold’s employment is terminated by the Company without “Cause” or by Mr. Gold for “Good Reason” (each as defined in his employment agreement, subject to the Company’s right to cure), he will be entitled to termination benefits, pursuant to which (i) the Company will pay certain accrued obligations and prior year bonus amounts, if any; (ii) the Company will continue to pay Mr. Gold his base salary for a period from the termination date through the lesser of twelve months or the period through and inclusive of the last day of the three-year term of the employment agreement; and (iii) Mr. Gold’s unvested options and other equity awards shall automatically accelerate and become vested and exercisable for a period of twelve months from the termination date, but in all events no later than the end of the applicable term for each such award, and all restrictions on such equity awards shall automatically and immediately lapse. Mr. Gold’s employment agreement contains covenants for the benefit of the Company relating to non-competition during the term of his employment and protection of the Company’s confidential information, customary representations and warranties and indemnification obligations. Robert Ellin In September 2017, the Company entered into an employment agreement (the “Ellin Employment Agreement”) with Mr. Ellin for a term of five years at an annual salary of $650,000 payable commencing on the day of the closing of this offering. Mr. Ellin shall be eligible to receive an annual Performance Bonus (as defined in his employment agreement) in accordance with the Company’s annual bonus plan applicable to the Company’s senior executives. The Performance Bonus shall be equal to 100% of Mr. Ellin’s average annualized base salary during the fiscal year for which the Performance Bonus is earned and payable in accordance with the annual bonus plan applicable to the Company’s senior executives to be established following the closing of this offering. Mr. Ellin was also granted options to purchase 3,500,000 shares of the Company’s common stock at a price equal to the public offering price set forth on the cover of this prospectus or, if higher, the fair market value of the shares of the Company’s common stock on the date of grant (the “Ellin Options”). The Ellin Options were granted pursuant to the 2016 Plan. The first tranche of 2,000,000 shares (the “Ellin Service Options”) shall vest in one-twelfth increments every three months from the effective date of the employment agreement through the end of the three-year term of his employment agreement. Such tranche of shares shall become exercisable one (1) year after the date such tranche shall vest. In the event of a Change of Control (as defined therein), any unvested portion of the Ellin Service Options shall vest and become exercisable effective immediately prior to such event. The second tranche of 1,500,000 shares shall 100% vest if prior to the third anniversary of the effective date of the employment agreement the shares of the Company’s common stock shall have traded at a price of $10.00 per share or more for a period of 90 consecutive trading days during which an average of at least 500,000 shares are traded per day (the “Ellin Performance Options”). The Ellin Performance Option shall become exercisable one (1) year after the vesting date, provided that, in the event of a Change of Control, if the Ellin Performance Option has vested prior to such date, it shall be immediately exercisable upon such event. If Mr. Ellin’s employment is terminated by the Company without “Cause” or by Mr. Ellin for “Good Reason” (each as defined in his employment agreement, subject to the Company’s right to cure), he will be entitled to termination benefits, pursuant to which (i) the Company will pay to Mr. Ellin certain accrued obligations and prior year bonus amounts, if any; (ii) subject to timely execution of a release pursuant to his employment agreement and compliance with the terms thereof, the Company will pay Mr. Ellin a one-time payment of $10,000,000; (iii) any unvested portion of the Ellin Service Options and other equity awards (other than the Ellin Performance Options) shall automatically accelerate and become vested and exercisable for a period of 12 months from the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award, and all restrictions onsuch equity awards shall automatically and immediately lapse (subject to execution and non-revocation of a release), (iv) the Ellin Performance Options shall continue to vest if, and only if, the performance criteria specified above for the vesting of Ellin Performance Options are satisfied during the 12-month period following the termination date and will remain outstanding and exercisable for the 12-month period from the later of the Termination Date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award (subject to execution and non-revocation of a release) and (v) the Company will continue to cover costs for Mr. Ellin and his dependents’ continued participation in the Company’s medical plans from the termination date through and inclusive of the lesser of twelve months or the period through the date on which he obtains other coverage (subject to execution and non-revocation of a release). Mr. Ellin’s employment agreement contains covenants for the benefit of the Company relating to non-competition during the term of his employment and protection of the Company’s confidential information, customary representations and warranties and indemnification obligations. Until the date that this offering is completed, we agreed to continue to pay to Trinad Management a cash fee at the rate of $30,000 per month (or pro-rata thereof), consistent with the terms of the Management Agreement, dated as of September 23, 2011, between the Company and Trinad LLC, whether such agreement is terminated or not prior to the date that this offering is completed. Issuance of Common Stock to Consultants for Services Subsequent to June 30, 2017, the Company issued 147,123 shares of its common stock valued at $245,695 to various consultants. The Company valued these shares at $1.67 per share, the most recent price of the sale of its common stock near the date of grant. | Note 14 — Subsequent Events Unsecured Convertible Notes Payable Subsequent to the period ended March 31, 2017 the Company issued eight, 6% unsecured note payables to investors for total cash principal of $1,595,000. These notes are due between April 2018 and May 2018. The noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s Common Stock before the maturity date at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received warrants to purchase an aggregate of 797,500 shares of the Company’s common stock at an exercise price of $0.01 per share with a relative fair value of $723,533. As of the issuance dates of these notes, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company expects to recognize a beneficial conversion feature of $723,533. As a result, the Company expects to record a note discount of $1,447,066 to account for the relative fair value of the warrants and the notes’ beneficial conversion features which will be amortized as interest expense over the term of the notes. Employment Agreements In April and May 2017, the Company entered into employment agreements with two officers for a term of two years at an annual salary of $120,000 and $180,000 respectively. In addition, one of the officers was granted 300,000 shares of the Company’s common stock valued at $501,000 that will vest in equal tranches over the 24-month term of the employment agreement. The officer will also receive a bonus of $100,000 upon the closing of an underwritten public offering of the Company’s common stock. The other officer was granted 400,000 shares of the Company’s common stock valued at $668,000 that will vest in increments, with the first tranche of 200,000 shares vesting 12 months from the effective date and the remaining number of shares vesting monthly thereafter, with 100% vesting over the 24-month term of the employment agreement. Wantickets Acquisition On May 5, 2017, LiveXLive Tickets, Inc., (“LXL Tickets”) a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (“APA”) with Wantickets and certain other parties, whereby the Company purchased certain operating assets of Wantickets for total consideration of 2,000,000 shares of common stock of the Company valued at $3,340,000 ($1.67 per share) and the assumption of certain liabilities of Wantickets. The Company is in the process of completing the allocation of the purchase price to the assets and liabilities acquired. In connection with the transaction, LXL Tickets entered into employment agreements with key employees of Wantickets for a term of two years each. One officer, Joe Schnaier, the Chief Executive Officer of Wantickets, will receive an annual salary of $220,000 and a bonus of 2,000,000 shares of common stock if LXL Tickets earns net income of $3 million in the twelve months following the effective date of his employment agreement or net income of $4 million in the twelve months thereafter. The other officer will receive an annual salary of $160,000 and receive a number of shares of the Company’s common stock equal to $15,000 each year. In addition, pursuant to the APA and the Letter Agreement, dated as of May 5, 2017 (the “Letter Agreement”), entered into among the Company, LXL Tickets and Mr. Schnaier, the parties agreed that, commencing May 5, 2017, Mr. Schnaier will promptly pay for all of LXL Tickets’ net losses of its business for each calendar month (or pro rata thereof), up to a total of $100,000 per month, and for any liabilities exceeding $100,000 in the aggregate that arose from April 1, 2017 to May 5, 2017 (inclusive), until the earlier of (x) such time as a public offering is consummated or (b) May 5, 2018 (such earlier date as between clause (x) and (y), the “Funding End Date”), and that any salaries or other payments or amounts due to under the employment agreements described above shall be included in the calculation of the net loss for the applicable period (collectively, the “JS Payment Obligation”). Pursuant to the Letter Agreement, the parties further agreed that all payments made by Mr. Schnaier as part of the JS Payment Obligation shall be deemed to be a loan by Mr. Schnaier to LXL Tickets (the “Loaned Funds”), and that the Company and LXL Tickets shall repay to Mr. Schnaier the total amount of the Loaned Funds within five business days after the Funding End Date; provided that the Company and LXL Tickets may prepay or repay in full the Loaned Funds at any time prior to the Funding End Date without any penalty. An unaudited pro forma balance sheet as of March 31, 2017 as if the acquisition had occurred as of that date is as follows: March 31, 2017 (unaudited) Current Assets Cash and cash equivalents $ 1,477,229 Prepaid expense 21,569 Total Current Assets 1,498,798 Other Assets Property and equipment, net 175,407 Intangibles 3,222,000 Total Assets $ 4,896,205 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable and accrued liabilities $ 542,035 Note payable 277,270 Note payable, shareholder 3,603,446 Current portion of unsecured convertible notes, net of discount 67,858 Services payable, related party 239,080 Total Current Liabilities 4,729,689 Unsecured convertible notes - related party, net of discount 11,668 Unsecured convertible notes, net of discount and current portion 220,540 Total Liabilities 4,961,897 Stockholders’ Deficit: Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or — Common stock, $0.001 par value; 500,000,000 shares authorized; 105,996,974 shares issued and outstanding. 105,997 Additional paid in capital 27,924,201 Accumulated deficit (28,095,890 ) Total stockholders’ deficit (65,692 ) Total Liabilities and Stockholders’ Deficit $ 4,896,205 Unaudited pro forma results of operations for the years ended March 31, 2017 and 2016 as if the acquisition has occurred as of the earliest dates presented are as follows: For the Year For the Year (unaudited) (unaudited) Revenue $3,972,000 $5,744,000 Cost of revenue 1,147,000 2,052,000 Gross profit 2,825,000 3,692,000 Operating expenses: Selling, general and administrative 9,479,801 7,297,000 Related party expenses 360,000 360,000 Total operating expenses 9,839,801 7,657,000 Loss from operations (7,014,801 ) (3,965,000 ) Other income (expense) Interest expense, net (497,152 ) (218,498 ) Other income 6,667 — Fair value of warrants issued for note extension and inducement to convert (2,002,977 ) — Earnings from investment in OCHL 132,832 410,553 Fair value of warrants and beneficial conversion feature on debt conversion (3,248,948 ) — Fair value of beneficial conversion feature (136,936 ) — Impairment of note receivable - related party (213,331 ) — Loss on sale of investment in OCHL (2,790,073 ) — Total other income (expense) (8,749,918 ) 192,055 Net loss $ (15,764,719 ) $ (3,772,945 ) Net Loss per common share – basic and diluted $ (0.16 ) $ (0.04 ) Weighted average common shares – basic and diluted 99,596,206 92,082,796 Promotional Rights Subsequent to March 31, 2017, the Company entered into license, production and/or distribution agreements to make guaranteed payments as follows: $210,000 for the fiscal year ended March 31, 2018, $190,000 for the fiscal year ended March 31, 2019, and $25,000 for the year ended March 31, 2020. One of the agreements also provides for a revenue share of 50% of net revenues. If the events do not occur as planned and/or the Company does not undertake production of such events, or if the revenue from these events does not allow the Company to recover its production costs, no additional liability for additional payments or promotional right will remain. Equity Issuances Subsequent to March 31, 2017, the Company issued an aggregate of 947,500 shares of its common stock to investors in consideration of an aggregate of $9,475 as a result of the exercise of 947,500 warrants at an exercise price of $0.01 per share. Subsequent to March 31, 2017, the Company issued an aggregate of 737,500 shares of its common stock valued at $1.67 per share as fees to the Company’s employees, directors, advisors and consultants. |
Significant Accounting Polici24
Significant Accounting Policies and Practices (Policies) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Significant Accounting Policies and Practices [Abstract] | ||
Revenue Recognition Policy | Revenue Recognition Policy The Company has several streams of revenue, each of which is required under GAAP to be recognized in varying ways. The following is a summary of our revenue recognition policies: Ticketing The Company recognizes commissions and related transaction fees earned from the sale of event and concert tickets at the time the tickets are paid for by and delivered to the customers. The Company’s commissions and transaction fees are charged on a per-ticket basis and generally non-refundable. Claims for ticket refunds are charged back to the respective event and concert owners and producers and in certain cases, the corresponding commissions and related transaction fees are recorded as a reduction to the Company’s revenues at the time that such refunds are processed. The Company does not have accounts receivable associated with its sales transactions, as payment is collected at the time of sale. As amounts are collected for the tickets sold a liability is created (Due to producer) which represents the portion of the amount collected at the time of sale that is due to the venue. The Company recognizes revenues from use of the Company’s ticketing platform and equipment by event and concert owners and producers. Revenue is recognized when the service has been provided and collection is reasonably assured. The Company evaluates the criteria outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605-45, “Revenue Recognition — Principal Agent Considerations,” in determining whether it is appropriate to record the gross amount of revenues and related costs or the net revenues. Under the guidance of ASC Subtopic 605-45, if the Company is the primary obligor to perform the services being sold, has general inventory risk as it pertains to recruiting and compensating the talent, has the ability to control the ticket pricing, has discretion in selecting the talent, is involved in the production of the event, generally bears the majority of the credit or collection risk, or has several but not all of these indicators, revenue is recorded gross. If the Company does not have several of these indicators, it records revenues or losses on a net basis. Live Events The Company recognizes revenue from its live events and show productions when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the show or live event has been completed and occurred and there are no future production obligations, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. | Revenue Recognition Policy The Company recognizes revenue from its live events and show productions when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the show or live event has been completed and occurred and there are no future production obligations, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company’s long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. It tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. An impairment loss will be recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. That assessment is based on the carrying amount of the asset at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Restoring a previously recognized impairment loss is prohibited. | |
Goodwill | Goodwill In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other, the Company reviews the recoverability of the carrying value of goodwill at least annually or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing will be done annually at March 31. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. The Company determined that there was no goodwill impairment at June 30, 2017. | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in impairment testing of long term assets, accruals for potential liabilities, valuing equity instruments issued for services and realization of deferred tax assets. Actual results could differ from those estimates. | Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in impairment testing of long term assets, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services and issued with convertible notes, and recognition of deferred tax assets. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest LXL Influencers, Inc. Delaware July 11, 2017 51 % LiveXLive Tickets, Inc. Delaware April 24, 2017 100 % LXL Studios, Inc. Delaware July 15, 2016 100 % LiveXLive, Corp. Delaware February 24, 2015 100 % KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014 100 % KOKO (Camden) UK Limited England and Wales November 7, 2013 100 % The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended. All inter-company balances and transactions have been eliminated. | Principles of Consolidation The Company’s consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other Date of Attributable LXL Tickets Delaware April 24, 2017 100 % LXL Studios, Inc. Delaware July 15, 2016 100 % LiveXLive, Corp. Delaware February 24, 2015 100 % KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014 100 % KOKO (Camden) UK Limited England and Wales November 7, 2013 100 % The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended, except for LXL Tickets, as it was formed after March 31, 2017. All inter-Company balances and transactions have been eliminated. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist principally of legal, accounting and underwriters’ fees incurred related to the contemplated underwritten public offering of the Company’s common stock. These deferred offering costs will be charged against the gross proceeds received, or will be charged to expense if the offering is not completed. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company’s financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable and convertible notes approximate their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates. | |
Investment in Unconsolidated Subsidiary Under the Equity Method | Investment in Unconsolidated Subsidiary Under the Equity Method The Company accounts for investments in which the Company owns more than 20% of the investee using the equity method in accordance with ASC Topic 323, Investments — Equity Method and Joint Ventures. Under the equity method, an investor initially records an investment in the investee at cost, and adjusts the carrying amount of the investment to recognize the investor’s share of the earnings or losses of the investee after the date of acquisition. The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor’s share of changes in the investee’s capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. | |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock-based compensation to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock–based compensation grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock-based compensation grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock-based compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the stock-based compensation vests, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, stock-based compensation grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company’s warrant grants is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. | Stock-Based Compensation The Company periodically issues restricted stock, options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for restricted stock, options and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for restricted stock, option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. In certain circumstances where there are no future performance requirements by the non-employee, restricted stock and warrant grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company’s warrant grants is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the warrants and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. In light of the very limited trading of the Company’s common stock, market value of the shares issued was determined based on the then most recent price per share at which the Company sold common stock in a private placement during the periods then ended. |
Income Taxes | Income Taxes The Company follows the asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the 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 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 Statements of Operations in the period that includes the enactment date. | |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. At June 30, 2017 and March 31, 2017, the Company had 0 and 150,000 warrants outstanding, respectively, and 4,129,847 and 3,028,325 shares issuable for its convertible notes payable, respectively, which were excluded from the loss per share calculation, as they were anti-dilutive. | Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. At March 31, 2017 and 2016, the Company had 150,000 and 3,600,000 warrants outstanding, respectively, and 3,028,325 and 410,260 shares issuable for the Company’s convertible note payables, respectively, which were excluded from the loss per share calculation, as they were anti-dilutive. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company plans to adopt ASU 2017-11 in the third quarter of 2017. The adoption of ASU 2017-11 is not expected to have a material impact on the Company’s financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. | Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Significant Accounting Polici25
Significant Accounting Policies and Practices (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Significant Accounting Policies and Practices [Abstract] | ||
Schedule of consolidated subsidiaries and/or entities | Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest LXL Influencers, Inc. Delaware July 11, 2017 51 % LiveXLive Tickets, Inc. Delaware April 24, 2017 100 % LXL Studios, Inc. Delaware July 15, 2016 100 % LiveXLive, Corp. Delaware February 24, 2015 100 % KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014 100 % KOKO (Camden) UK Limited England and Wales November 7, 2013 100 % | Name of consolidated subsidiary or entity State or other Date of Attributable LXL Tickets Delaware April 24, 2017 100 % LXL Studios, Inc. Delaware July 15, 2016 100 % LiveXLive, Corp. Delaware February 24, 2015 100 % KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014 100 % KOKO (Camden) UK Limited England and Wales November 7, 2013 100 % |
Equity Investment in OCHL (Tabl
Equity Investment in OCHL (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Equity Investments in OCHL [Abstract] | ||
Schedule of change in investment in affiliate | Asset Type Fair Value Fixed Assets $ 109,000 Trademark/Trade Name 431,100 Software 1,003,600 Customer Relationships 368,600 Domain Names 106,400 Goodwill 1,321,300 Purchase Price $ 3,340,000 | Balance as of March 31, 2015 $ 4,478,962 50% share of net income for the period 410,553 Balance as of March 31, 2016 4,889,515 50% share of net income for the period 132,832 Balance as of November 24, 2016 5,022,347 Proceeds received (2,182,274 ) Liability extinguished (50,000 ) Loss recognized $ 2,790,073 |
Schedule of net income from OCHL | Unaudited Pro-Forma Three Months Three Months Ended June 30, Ended June 30, 2017 2016 Revenue $ 386,020 $ 979,000 Cost of revenue 91,891 247,000 Gross Margin 294,129 732,000 Operating expenses: Selling, general and administrative 2,406,949 1,869,886 Related party expenses 90,000 90,000 Total operating expenses 2,496,949 1,959,886 Loss from operations (2,202,820 ) (1,227,886 ) Other income (expense): Interest expense, net (634,949 ) (701,268 ) Earnings from investment in OCHL — 83,184 Total other income (expense) (634,949 ) (618,084 ) Net loss $ (2,837,769 ) $ (1,845,970 ) Net loss per share – basic and diluted $ (0.03 ) $ (0.02 ) Weighted average common shares – basic and diluted 106,584,364 92,596,918 | Period from April 1, November 24, 2016 Fiscal Year Ended Revenue $ 3,921,204 $ 6,754,707 Cost of revenue 546,480 920,667 Gross profit 3,374,724 5,834,040 Operating expenses Selling, general and administrative 2,893,306 4,613,058 Depreciation and amortization 74,828 133,106 Total operating expenses 2,968,134 4,746,164 Income from operations before other expenses 406,590 1,087,876 Other expenses Interest 28,002 45,997 Income before provision for taxes 378,588 1,041,879 Taxes 112,924 220,773 Net income $ 265,664 $ 821,105 |
Schedule of carrying amounts of major classes of assets and liabilities of OCHL | March 31, Assets Current assets Cash and cash equivalents $ 386,009 Accounts receivable 24,743 Inventory 62,548 Prepaid expenses and other current assets 533,128 Total current assets 1,006,429 Other assets Property and equipment, net of accumulated depreciation 867,975 Total assets $ 1,874,205 Liabilities and Shareholders’ Deficit Current liabilities Accounts payable $ 514,488 Taxes payable 410,504 Notes payable, current 207,978 Other accrued liabilities 460,290 Total current liabilities 1,593,210 Deferred rent – noncurrent 937,459 Total liabilities 2,530,669 Shareholders deficit (656,464 ) Total Liabilities and Shareholders’ Deficit $ 1,874,205 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Property and Equipment [Abstract] | ||
Schedule of property plant and equipment | June 30, March 31, Production equipment $ 104,103 $ 51,304 Computer equipment 69,279 42,078 Software 29,000 — Total property and equipment 202,382 93,382 Accumulated depreciation (52,746 ) (35,975 ) Property and equipment, net $ 149,636 $ 57,407 | March 31, March 31, Production equipment $ 51,304 $ 51,304 Computer equipment 42,078 23,125 Total property and equipment 93,382 74,429 Accumulated depreciation (35,975 ) (11,860 ) Property and equipment, net $ 57,407 $ 62,569 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | June 30, 2017 Useful life Gross Accumulated Net Trademark/Trade Name 5 $ 431,100 $ (12,300 ) $ 418,800 Software 2 1,003,600 (74,100 ) 929,500 Customer Relationships 2 368,600 (21,300 ) 347,300 Domain Names 5 106,400 (3,300 ) 103,100 Total $ 1,909,700 $ (111,000 ) $ 1,798,700 |
Schedule of estimated future amortization of intangible assets | Year Ending Mar 31, 2018 – 9 months remaining $ 595,800 2019 794,400 2020 183,600 2021 108,000 2022 108,000 Beyond 8,900 Total $ 1,798,700 |
Notes Payable to Major Stockh29
Notes Payable to Major Stockholder (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Notes Payable to Major Stockholder [Abstract] | |
Schedule of outstanding notes payable | March 31, March 31, (A) First Senior Note $ - $ 1,000,000 (B) Second Senior Note - 1,784,000 (C) 6% Unsecured Convertible Note 3,603,446 - Total $ 3,603,446 $ 2,784,000 (A) First Senior Note — Trinad Capital Master Fund On December 31, 2014, the Company entered into a senior convertible promissory note (the “First Senior Note”) with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of 6% per annum on the unpaid principal amount of outstanding advances. At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was originally due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note: ● On January 27, 2015, the Company and Trinad Capital entered into an amendment to the First Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the First Senior Note was extended to June 30, 2016 and (2) the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing; ● On February 5, 2015, the Company and Trinad Capital amended and restated the First Senior Note, effective as of December 31, 2014, to eliminate the convertibility feature of the note was eliminated in its entirety; and ● On April 21, 2016, the First Senior Note was further amended to extend its maturity date to June 30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the due date of the First Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 1,144,986 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 1,144,986 warrants were valued at $567,282 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. As of March 31, 2016, $1,000,000 of principal was outstanding under the First Senior Note and accrued interest $140,555 is reflected on the consolidated balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $1,197,897 due under this note was exchanged into a convertible note discussed below (C). (B) Second Senior Note — Trinad Capital Master Fund On April 8, 2015, the Company entered into a second senior promissory note (the “Second Senior Note”) with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note: ● On July 10, 2015, the Second Senior Note was amended and restated to increase the principal amount from $195,500 to the lesser of (i) $1,000,000 (the “Maximum Advance Amount”), or (ii) the aggregate unpaid principal amount of the advances; ● On November 23, 2015, Second Senior Note was amended the Second Senior Note to increase the Maximum Advance Amount to $2,000,000; and ● On April 26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June 30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 2,207,768 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 2,207,768 warrants issued upon extension of the note were valued at $1,093,832 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March 31, 2016. During the year ended March 31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March 31, 2017. As of February 21, 2016, $2,154,100 of principal was outstanding under the Second Senior Note. Accrued interest of $87,048 is reflected on the balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $2,383,180 due under this note was exchanged into a convertible note discussed below (C). (C) 6% Unsecured Convertible Note — Trinad Capital Master Fund On February 21, 2017, the Company issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital discussed above. This convertible note is due on March 31, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 1,790,539 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The warrants were exercised on February 28, 2017. The conversion of the First and Second Senior Notes into an unsecured convertible note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 1,790,539 warrants issued to the noteholder was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the note’s beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, the balance of the note and accrued interest were $3,581,077 and $22,369, respectively. |
Related Party Unsecured Conve30
Related Party Unsecured Convertible Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Related Party Unsecured Convertible Notes Payable [Abstract] | ||
Summary of related party unsecured convertible notes payable | June 30, March 31, (A) 6% Unsecured Convertible Note – due March 31, 2018 $ 51,455 $ 50,707 (B) 6% Unsecured Convertible Note – due June 28, 2018 50,008 — Less accumulated amortization of Valuation Discount (77,585 ) (39,039 ) Net 23,878 11,668 Less: Convertible note payable, current 4,771 — Convertible notes payable, long-term $ 19,107 $ 11,668 Convertible Note — Marvin Ellin (A) On January 4, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin, the father of Robert Ellin, our Executive Chairman, President, director and principal stockholder, for total principal amount of $50,000. This note will be due September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 25,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 25,000 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. The balance of the unamortized discount at March 31, 2017 was $39,039. During the three months ended June 30, 2017, the Company amortized $6,690 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $32,349. At June 30, 2017, $50,000 of principal, which includes $1,455 of accrued interest, was outstanding under the Note. (B) On June 29, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin for total principal amount of $50,000. This note will be due June 28, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 25,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 25,000 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of June 28, 2017, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During the three months ended June 30, 2017, the Company amortized $125 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $45,237. At June 30, 2017, $50,000 of principal, and $8 of accrued interest, was outstanding under the Note. | (A) 6% Unsecured Convertible Note – due September 13, 2018 $ — $ — (B) 6% Unsecured Convertible Note – due on March 31, 2018 50,707 — Less accumulated amortization of Valuation Discount (39,039 ) — Net $ 11,668 $ — (A) Convertible Note — JJAT On August 19, 2016, the Company issued a 6% unsecured convertible note payable to a related party for total principal amount of $55,000. This note was due on September 30, 2018. On December 21, 2016, this note was repaid. Before its maturity, the noteholder had in its sole discretion the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by our board of directors. Additionally, if the Company raised a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, all outstanding principal and interest would have automatically converted into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. (B) Convertible Note — Marvin Ellin On January 4, 2017, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $50,000. This note will be due on September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by our board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, all outstanding note principal and interest will automatically convert into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 25,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 25,000 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During year ended March 31, 2017, the Company amortized $6,323 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $39,039. As of March 31, 2017, $50,000 of principal and $707 of accrued interest was due under the note |
Unsecured Convertible Notes P31
Unsecured Convertible Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Unsecured Convertible Notes Payable [Abstract] | ||
Schedule of unsecured convertible notes payable | June 30, March 31, (A) 6% Unsecured Convertible Notes – Due September 30, 2018 $ 157,126 $ 154,882 (B) 6% Unsecured Convertible Notes – Due between January 31, 2018 and September 30, 2018 1,266,742 1,248,267 (C) 6% Unsecured Convertible Notes – Due between January 31, 2018 and 1,714,442 — Less accumulated amortization of Valuation Discount (2,123,043 ) (1,114,751 ) Net 1,015,257 288,398 Less: convertible notes, current 685,214 67,858 Convertible notes, long term $ 330,043 $ 220,540 | March 31, March 31, (A) 8% Unsecured Convertible Notes – Due on January 19, 2018 $ — $ 200,000 (B) 6% Unsecured Convertible Notes – Due on September 13, 2018 154,882 — (C) 6% Unsecured Convertible Notes – Due between January 31, 2018 and September 30, 2018 1,248,267 — Total 1,403,149 200,000 Less accumulated amortization of Valuation Discount (1,114,751 ) (89,727 ) Net 288,398 110,273 Less note payable, current 67,858 — Notes payable, long-term $ 220,540 $ 100,273 (A) On January 19, 2016, the Company issued three 8% unsecured convertible notes payable to investors (the “Lenders”) for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. In addition, the Lenders received 400,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The warrants were exercised during the year ended March 31, 2017. The aggregate relative fair value of the 400,000 warrants issued to the Lender was determined to be $99,915 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount upon issuance and was being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727. On June 6, 2016, the Lenders converted $200,000 of principal and $5,918 of interest into 205,918 shares of the Company’s common stock at a conversion price of $1 per share. As the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized a beneficial conversion cost of $136,936. As a result of the conversion, the remaining debt discount of $89,727 was fully amortized to interest expense as of the date of conversion. As an inducement for the conversion, the Lenders were issued 205,920 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The aggregate fair value of the 205,920 warrants issued to the Lenders was $341,864 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.20%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). The value of the warrants of $341,864 was considered as additional interest expense upon their issuance. The warrants were exercised immediately into 205,920 shares of the Company’s common stock with net proceeds of $1,030 to the Company. (B) On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $150,000. This note will be due on September 13, 2018. Before the maturity date, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 150,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The aggregate relative fair value of the 150,000 warrants issued to the noteholder was determined to be $93,612 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $0.63, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes’ beneficial conversion feature which will be amortized as interest over the term of the note. During year ended March 31, 2017, the Company amortized $40,741 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $109,259. As of March 31, 2017, $4,882 accrued interest was added to principal balance. (C) Between November 22, 2016 and March 27, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,235,000. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 617,500 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 617,500 warrants issued to the noteholders was determined to be $560,226 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During year ended March 31, 2017, the Company amortized $114,961 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $1,004,590. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Stockholders' Equity (Deficit) [Abstract] | ||
Schedule of restricted common stock | Number of Shares Weighted Average Grant Date Fair Value Per Share Non-vested March 31, 2017 — $ — Issued 700,000 1.67 Vested (37,500 ) 1.67 Forfeited — — Non-vested, June 30, 2017 662,500 $ 1.67 | |
Schedule of warrant activities | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Balance outstanding, March 31, 2017 150,000 $ 0.010 2.99 Granted 872,500 0.010 3.07 Exercised (1,022,500 ) 0.010 3.06 Forfeited/expired — — — Balance outstanding, June 30, 2017 — $ — — Exercisable, June 30, 2017 — $ — — | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding, April 1, 2016 3,600,000 $ 0.045 3.21 Granted 1,162,500 0.005 2.21 Exercised (1,162,500 ) 0.005 4.24 Forfeited/expired - - - Balance outstanding, March 31, 2016 3,600,000 0.050 4.16 Granted 6,416,712 0.007 2.91 Exercised (9,866,712 ) 0.022 3.15 Forfeited/expired - - - Balance outstanding, March 31, 2017 150,000 $ 0.010 2.99 Exercisable, March 31, 2017 150,000 $ 0.010 2.99 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Provision [Abstract] | |
Schedule of significant components of the company's deferred income tax assets | 2017 2016 Net operating loss carryforward $ 6,152,000 $ 2,708,000 Stock-based compensation 912,000 343,000 Impairment of note receivable 85,000 - Loss on sale of investment in OCHL 1,116,000 - Equity in earnings of OCHL (53,000 ) (164,000 ) Total deferred tax assets 8,212,000 2,887,000 Valuation allowance (8,212,000 ) (2,887,000 ) Net deferred tax asset $ - $ - |
Schedule of reconciliation of the effective income tax rate | 2017 2016 U.S federal statutory income tax -34.00 % -34.00 % State tax, net of federal tax benefit -5.80 % -5.80 % Permanent differences -65.52 % - % Change in valuation allowance 105.32 % 39.80 % Effective tax rate 0.00 % 0.00 % |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Schedule of unaudited pro forma balance sheet | March 31, 2017 (unaudited) Current Assets Cash and cash equivalents $ 1,477,229 Prepaid expense 21,569 Total Current Assets 1,498,798 Other Assets Property and equipment, net 175,407 Intangibles 3,222,000 Total Assets $ 4,896,205 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable and accrued liabilities $ 542,035 Note payable 277,270 Note payable, shareholder 3,603,446 Current portion of unsecured convertible notes, net of discount 67,858 Services payable, related party 239,080 Total Current Liabilities 4,729,689 Unsecured convertible notes - related party, net of discount 11,668 Unsecured convertible notes, net of discount and current portion 220,540 Total Liabilities 4,961,897 Stockholders’ Deficit: Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding - Common stock, $0.001 par value; 500,000,000 shares authorized; 105,996,974 shares issued and outstanding. 105,997 Additional paid in capital 27,924,201 Accumulated deficit (28,095,890 ) Total stockholders' deficit (65,692 ) Total Liabilities and Stockholders’ Deficit $ 4,896,205 |
Schedule of unaudited pro forma results of operations | For the Year Ended March 31, 2017 For the Year Ended March 31, 2016 (unaudited) (unaudited) Revenue $ 3,972,000 $ 5,744,000 Cost of revenue 1,147,000 2,052,000 Gross profit 2,825,000 3,692,000 Operating expenses: Selling, general and administrative 9,479,801 7,297,000 Related party expenses 360,000 360,000 Total operating expenses 9,839,801 7,657,000 Loss from operations (7,014,801 ) (3,965,000 ) Other income (expense) Interest expense, net (497,152 ) (218,498 ) Other income 6,667 — Fair value of warrants issued for note extension and inducement to convert (2,002,977 ) — Earnings from investment in OCHL 132,832 410,553 Fair value of warrants and beneficial conversion feature on debt conversion (3,248,948 ) — Fair value of beneficial conversion feature (136,936 ) — Impairment of note receivable - related party (213,331 ) — Loss on sale of investment in OCHL (2,790,073 ) — Total other income (expense) (8,749,918 ) 192,055 Net loss $ (15,764,719 ) $ (3,772,945 ) Net Loss per common share – basic and diluted $ (0.16 ) $ (0.04 ) Weighted average common shares – basic and diluted 99,596,206 92,082,796 |
Formation of LiveXLive Tickets,
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets [Abstract] | |
Schedule of unaudited pro forma results of operations | For the Year Ended March 31, 2017 For the Year Ended March 31, 2016 (unaudited) (unaudited) Revenue $ 3,972,000 $ 5,744,000 Cost of revenue 1,147,000 2,052,000 Gross profit 2,825,000 3,692,000 Operating expenses: Selling, general and administrative 9,479,801 7,297,000 Related party expenses 360,000 360,000 Total operating expenses 9,839,801 7,657,000 Loss from operations (7,014,801 ) (3,965,000 ) Other income (expense) Interest expense, net (497,152 ) (218,498 ) Other income 6,667 — Fair value of warrants issued for note extension and inducement to convert (2,002,977 ) — Earnings from investment in OCHL 132,832 410,553 Fair value of warrants and beneficial conversion feature on debt conversion (3,248,948 ) — Fair value of beneficial conversion feature (136,936 ) — Impairment of note receivable - related party (213,331 ) — Loss on sale of investment in OCHL (2,790,073 ) — Total other income (expense) (8,749,918 ) 192,055 Net loss $ (15,764,719 ) $ (3,772,945 ) Net Loss per common share – basic and diluted $ (0.16 ) $ (0.04 ) Weighted average common shares – basic and diluted 99,596,206 92,082,796 |
Organization, Operations and 36
Organization, Operations and Basis of Presentation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Organization operations and basis of presentation (Textual) | |||||
Stockholders' deficit | $ (797,477) | $ (3,405,692) | $ 230,724 | $ 2,403,311 | |
Net loss | (2,815,160) | $ (1,803,970) | (14,249,719) | (3,746,944) | |
Net cash used in operating activities | $ (1,462,949) | $ (1,220,338) | $ (3,123,169) | $ (2,999,942) | |
Forward stock split | In September 2016, the Company's Board of Directors (the ''Board of Directors'') declared a 2-for-1 forward stock split of the Company's common stock in the form of a dividend. | In September 2016, the Company's Board of Directors declared a 2-for-1 forward stock split of the Company's common stock in the form of a dividend. |
Significant Accounting Polici37
Significant Accounting Policies and Practices (Details) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
LiveXLive Tickets, Inc. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Name of consolidated subsidiary or entity | LiveXLive Tickets, Inc. | LXL Tickets |
State or other jurisdiction of incorporation or organization | Delaware | Delaware |
Date of incorporation or formation (date of acquisition, if applicable) | Apr. 24, 2017 | Apr. 24, 2017 |
Attributable interest | 100.00% | 100.00% |
LXL Studios, Inc. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Name of consolidated subsidiary or entity | LXL Studios, Inc. | LXL Studios, Inc. |
State or other jurisdiction of incorporation or organization | Delaware | Delaware |
Date of incorporation or formation (date of acquisition, if applicable) | Jul. 15, 2016 | Jul. 15, 2016 |
Attributable interest | 100.00% | 100.00% |
LiveXLive, Corp. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Name of consolidated subsidiary or entity | LiveXLive, Corp. | LiveXLive, Corp. |
State or other jurisdiction of incorporation or organization | Delaware | Delaware |
Date of incorporation or formation (date of acquisition, if applicable) | Feb. 24, 2015 | Feb. 24, 2015 |
Attributable interest | 100.00% | 100.00% |
KOKO (Camden) Holdings (US), Inc. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Name of consolidated subsidiary or entity | KOKO (Camden) Holdings (US), Inc. | KOKO (Camden) Holdings (US), Inc. |
State or other jurisdiction of incorporation or organization | Delaware | Delaware |
Date of incorporation or formation (date of acquisition, if applicable) | Mar. 17, 2014 | Mar. 17, 2014 |
Attributable interest | 100.00% | 100.00% |
KOKO (Camden) UK Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Name of consolidated subsidiary or entity | KOKO (Camden) UK Limited | KOKO (Camden) UK Limited |
State or other jurisdiction of incorporation or organization | England and Wales | England and Wales |
Date of incorporation or formation (date of acquisition, if applicable) | Nov. 7, 2013 | Nov. 7, 2013 |
Attributable interest | 100.00% | 100.00% |
LXL Influencers, Inc. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Name of consolidated subsidiary or entity | LXL Influencers, Inc. | |
State or other jurisdiction of incorporation or organization | Delaware | |
Date of incorporation or formation (date of acquisition, if applicable) | Jul. 11, 2017 | |
Attributable interest | 51.00% |
Significant Accounting Polici38
Significant Accounting Policies and Practices (Details Textual) - shares | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Significant Accounting Policies and Practices (Textual) | |||
Warrants outstanding | 0 | 150,000 | 3,600,000 |
Anti-dilutive shares issued | 4,129,847 | 3,028,325 | 410,260 |
Formation of LiveXLive Ticket39
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Details) | May 31, 2017USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Price | $ 3,340,000 |
Fixed Assets [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Price | 109,000 |
Goodwill [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Price | 1,321,300 |
Trademark/Trade Name [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Price | 431,100 |
Software [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Price | 1,003,600 |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Price | 368,600 |
Domain Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Purchase Price | $ 106,400 |
Formation of LiveXLive Ticket40
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | $ 276,243 | $ 225,000 | ||
Cost of revenue | 78,869 | |||
Gross Margin | 197,374 | |||
Operating Expenses [Abstract] | ||||
Selling, General and Administrative Expense | 2,287,585 | 1,084,886 | 5,349,801 | 3,619,000 |
Related party expenses | 90,000 | 90,000 | 360,000 | 360,000 |
Total operating expenses | 2,377,585 | 1,174,886 | 5,709,801 | 3,979,000 |
Loss from operations | (2,180,211) | (1,174,886) | (5,484,801) | (3,979,000) |
Other income (expense): | ||||
Interest expense, net | (634,949) | (712,268) | (512,152) | (178,498) |
Earnings from investment in OCHL | 83,184 | 132,832 | 410,553 | |
Total other income (expenses) | (634,949) | (629,084) | (8,764,918) | 232,055 |
Net loss | $ (2,815,160) | $ (1,803,970) | $ (14,249,719) | $ (3,746,944) |
Net loss per share - basic and diluted | $ (0.03) | $ (0.02) | $ (0.15) | $ (0.04) |
Weighted average common shares - basic and diluted | 106,584,364 | 92,596,918 | 97,596,206 | 90,082,796 |
Pro Forma [Member] | ||||
Revenue | $ 386,020 | $ 979,000 | $ 3,972,000 | $ 5,744,000 |
Cost of revenue | 91,891 | 247,000 | 1,147,000 | 2,052,000 |
Gross Margin | 294,129 | 732,000 | 2,825,000 | 3,692,000 |
Operating Expenses [Abstract] | ||||
Selling, General and Administrative Expense | 2,406,949 | 1,869,886 | 9,479,801 | 7,297,000 |
Related party expenses | 90,000 | 90,000 | 360,000 | 360,000 |
Total operating expenses | 2,496,949 | 1,959,886 | 9,839,801 | 7,657,000 |
Loss from operations | (2,202,820) | (1,227,886) | (7,014,801) | (3,965,000) |
Other income (expense): | ||||
Interest expense, net | (634,949) | (701,268) | (497,152) | (218,498) |
Earnings from investment in OCHL | 83,184 | 132,832 | 410,553 | |
Total other income (expenses) | (634,949) | (618,084) | (8,749,918) | 192,055 |
Net loss | $ (2,837,769) | $ (1,845,970) | $ (15,764,719) | $ (3,772,945) |
Net loss per share - basic and diluted | $ (0.03) | $ (0.02) | $ (0.16) | $ (0.04) |
Weighted average common shares - basic and diluted | 106,584,364 | 92,596,918 | 99,596,206 | 92,082,796 |
Formation of LiveXLive Ticket41
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Details 2) - USD ($) | May 05, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Textual) | |||||
Common stock shares purchased for total consideration, shares | 2,000,000 | ||||
Common stock shares purchased for total consideration, value | $ 3,340,000 | ||||
Share price | $ 1.67 | ||||
Annual salary to CEO | $ 220,000 | ||||
Letter agreement, description | The Letter Agreement, dated as of May 5, 2017 (the "Letter Agreement"), entered into among the Company, LXL Tickets and Mr. Schnaier, the parties agreed that, commencing May 5, 2017, Mr. Schnaier will promptly pay for all of LXL Tickets' net losses of its business for each calendar month (or pro rata thereof), up to a total of $100,000 per month, and for any liabilities exceeding $100,000 in the aggregate that arose from April 1, 2017 to May 5, 2017 (inclusive), until the earlier of (x) such time as the Public Offering is consummated or (b) May 5, 2018 (such earlier date as between clause (x) and (y), the "Funding End Date"), and that any salaries or other payments or amounts due under the employment agreements described above shall be included in the calculation of the net loss for the applicable period (collectively, the "Payment Obligation"). | ||||
Amortization expenses | $ 111,000 | ||||
Depreciation expense | 16,771 | ||||
Revenue of Wantickets | $ 276,243 | $ 225,000 | |||
Net income loss | 4,000,000 | $ 195,118 | |||
Payment obligation | $ 124,388 | ||||
Trinad Capital [Member] | |||||
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Textual) | |||||
Common stock shares purchased for total consideration, shares | 2,000,000 | ||||
Common stock shares purchased for total consideration, value | $ 15,000 | ||||
Annual salary to CEO | 160,000 | ||||
Net income loss | $ 3,000,000 | ||||
Maximum [Member] | |||||
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Textual) | |||||
Fixed assets useful lives | 5 years | ||||
Minimum [Member] | |||||
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Textual) | |||||
Fixed assets useful lives | 3 years |
Equity Investment in OCHL (Deta
Equity Investment in OCHL (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |
Nov. 24, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Equity Investments in OCHL [Abstract] | |||
Initial Investment at beggining | $ 4,889,515 | $ 4,889,515 | $ 4,478,962 |
50% share of net income for the period | 132,832 | 410,553 | |
Initial Investment at ending | 5,022,347 | 4,889,515 | |
Proceeds received | (2,182,274) | ||
Liability extinguished | $ (50,000) | ||
Gain (Loss) on Sale of Investments | $ (2,790,073) |
Equity Investment in OCHL (De43
Equity Investment in OCHL (Details 1) - USD ($) | 8 Months Ended | 12 Months Ended |
Nov. 24, 2016 | Mar. 31, 2016 | |
Equity Investments in OCHL [Abstract] | ||
Revenue | $ 406,590 | $ 1,087,876 |
Cost of revenue | 546,480 | 920,667 |
Gross profit | 3,374,724 | 5,834,040 |
Operating expenses | ||
Selling, general and administrative | 2,893,306 | 4,613,058 |
Depreciation and amortization | 74,828 | 133,106 |
Total operating expenses | 2,968,134 | 4,746,164 |
Income from operations before other expenses | 406,590 | 1,087,876 |
Other expenses | ||
Interest | 28,002 | 45,997 |
Income before provision for taxes | 378,588 | 1,041,879 |
Taxes | 112,924 | 220,773 |
Net income | $ 265,664 | $ 821,105 |
Equity Investment in OCHL (De44
Equity Investment in OCHL (Details 2) | Mar. 31, 2016USD ($) |
Current assets | |
Cash and cash equivalents | $ 386,009 |
Accounts receivable | 24,743 |
Inventory | 62,548 |
Prepaid expenses and other current assets | 533,128 |
Total current assets | 1,006,429 |
Other assets | |
Property and equipment, net of accumulated depreciation | 867,975 |
Total assets | 1,874,205 |
Current liabilities | |
Accounts payable | 514,488 |
Taxes payable | 410,504 |
Notes payable, current | 207,978 |
Other accrued liabilities | 460,290 |
Total current liabilities | 1,593,210 |
Deferred rent - noncurrent | 937,459 |
Total liabilities | 2,530,669 |
Shareholders' deficit | (656,464) |
Total Liabilities and Shareholders' Deficit | $ 1,874,205 |
Equity Investment in OCHL (De45
Equity Investment in OCHL (Details Textual) - USD ($) | Apr. 28, 2014 | Nov. 24, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2017 | Mar. 31, 2015 |
Percentage of equity method ownership | 4.02% | |||||
Equity method investment | $ 5,022,347 | $ 4,889,515 | $ 4,478,962 | |||
Due to affiliate | 213,331 | |||||
Sale of equity investment | $ 2,182,274 | |||||
Gain (Loss) on Sale of Investments | $ (2,790,073) | |||||
Loss on impairment of note receivable | $ 213,331 | |||||
JJAT Corp. [Member] | ||||||
Number of shares issued | 58,000,000 | |||||
Equity method investment | $ 4,200,000 | |||||
Obar Camden Holdings Limited [Member] | ||||||
Percentage of equity method ownership | 50.00% | |||||
Equity method investment aggregate cost | $ 494,750 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 202,382 | $ 93,382 | $ 74,429 |
Accumulated depreciation | (52,746) | (35,975) | (11,860) |
Property and equipment, net | 149,636 | 57,407 | 62,569 |
Production Equipment (Member) | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 104,103 | 51,304 | 51,304 |
Production equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 69,279 | $ 42,078 | $ 23,125 |
Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 29,000 |
Property and Equipment (Detai47
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Property and Equipment (Textual) | ||||
Depreciation expense | $ 127,771 | $ 5,900 | $ 24,115 | $ 6,336 |
Intangible Assets (Details)
Intangible Assets (Details) | 3 Months Ended |
Jun. 30, 2017USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets, Gross | $ 1,909,700 |
Intangible assets, Accumulated amortization | (111,000) |
Intangible assets, Net book value | $ 1,798,700 |
Trademark/Trade Name [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets, Useful life (years) | 5 years |
Intangible assets, Gross | $ 431,100 |
Intangible assets, Accumulated amortization | (12,300) |
Intangible assets, Net book value | $ 418,800 |
Software [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets, Useful life (years) | 2 years |
Intangible assets, Gross | $ 1,003,600 |
Intangible assets, Accumulated amortization | (74,100) |
Intangible assets, Net book value | $ 929,500 |
Customer Relationships [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets, Useful life (years) | 2 years |
Intangible assets, Gross | $ 368,600 |
Intangible assets, Accumulated amortization | (21,300) |
Intangible assets, Net book value | $ 347,300 |
Domain Names [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets, Useful life (years) | 5 years |
Intangible assets, Gross | $ 106,400 |
Intangible assets, Accumulated amortization | (3,300) |
Intangible assets, Net book value | $ 103,100 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Jun. 30, 2017USD ($) |
Intangible Assets [Abstract] | |
2018 - 9 months remaining | $ 595,800 |
2,019 | 794,400 |
2,020 | 183,600 |
2,021 | 108,000 |
2,022 | 108,000 |
Beyond | 8,900 |
Total | $ 1,798,700 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Intangible Assets [Abstract] | ||
Intangible assets amortization expense | $ 111,000 | $ 0 |
Convertible Note Payable, Sha51
Convertible Note Payable, Shareholder (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 21, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2014 | |
Convertible Note Payable, Shareholder (Textual) | |||||
Aggregate principal amount | $ 50,000 | $ 242,498 | |||
Exercise price (in dollars per share) | $ 0.01 | $ 1.67 | $ 0.005 | ||
Fair value of warrants | $ 1,447,066 | ||||
Accrued Interest | 34,772 | $ 19,542 | |||
Trinad Capital [Member] | |||||
Convertible Note Payable, Shareholder (Textual) | |||||
Fair value of warrants | $ 1,624,474 | ||||
Debt, description | If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. | ||||
Warrants to purchase shares of common stock | $ 1,790,539 | ||||
Warrants issued | 1,790,539 | ||||
Risk-free interest rate | 1.50% | ||||
Dividend yield | 0.00% | ||||
Volatility rate | 100.00% | ||||
Expected life | 3 years | ||||
Conversion price (in dollars per share) | $ 0.91 | ||||
Beneficial conversion feature | $ 1,624,474 | $ 3,657,015 | 3,248,948 | ||
Accrued Interest | $ 3,581,077 | $ 75,938 | $ 75,938 |
Non-Related Party Note Payable
Non-Related Party Note Payable (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2014 | |
Non Related Party Note Payable (Textual) | ||||
Aggregate principal amount | $ 50,000 | $ 242,498 | ||
Accrued Interest | 34,772 | $ 19,542 | ||
Senior Promissory Note [Member] | ||||
Non Related Party Note Payable (Textual) | ||||
Aggregate principal amount | $ 281,429 | 277,270 | $ 242,498 | |
Accrued Interest | $ 38,931 | $ 34,772 | ||
Debt, description | The payables arose in connection with professional services rendered by attorneys for the Company prior to and through December 31, 2014, and the Note had an original maturity date of December 31, 2015, which was extended to June 30, 2016 or such later date as the lender may agree to in writing. | |||
Bears interest | 6.00% |
Notes Payable to Major Stockh53
Notes Payable to Major Stockholder (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Note payable, shareholder | $ 3,657,015 | $ 3,603,446 | $ 2,784,000 | |
6% Unsecured Convertible Note [Member] | ||||
Note payable, shareholder | [1] | 3,603,446 | ||
First Senior Note [Member] | ||||
Note payable, shareholder | [2] | 1,000,000 | ||
Second Senior Note [Member] | ||||
Note payable, shareholder | [3] | $ 1,784,000 | ||
[1] | (C) 6% Unsecured Convertible Note Trinad Capital Master Fund On February 21, 2017, the Company issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital discussed above. This convertible note is due on March 31, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 1,790,539 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The warrants were exercised on February 28, 2017. The conversion of the First and Second Senior Notes into an unsecured convertible note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 1,790,539 warrants issued to the noteholder was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the note's beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, the balance of the note and accrued interest were $3,581,077 and $22,369, respectively. | |||
[2] | (A) First Senior Note Trinad Capital Master Fund On December 31, 2014, the Company entered into a senior convertible promissory note (the "First Senior Note") with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of 6% per annum on the unpaid principal amount of outstanding advances. At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was originally due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note: ? On January 27, 2015, the Company and Trinad Capital entered into an amendment to the First Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the First Senior Note was extended to June 30, 2016 and (2) the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing; ? On February 5, 2015, the Company and Trinad Capital amended and restated the First Senior Note, effective as of December 31, 2014, to eliminate the convertibility feature of the note was eliminated in its entirety; and ? On April 21, 2016, the First Senior Note was further amended to extend its maturity date to June 30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the due date of the First Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 1,144,986 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 1,144,986 warrants were valued at $567,282 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. As of March 31, 2016, $1,000,000 of principal was outstanding under the First Senior Note and accrued interest $140,555 is reflected on the consolidated balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $1,197,897 due under this note was exchanged into a convertible note discussed below (C). | |||
[3] | (B) Second Senior Note Trinad Capital Master Fund On April 8, 2015, the Company entered into a second senior promissory note (the "Second Senior Note") with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note: ? On July 10, 2015, the Second Senior Note was amended and restated to increase the principal amount from $195,500 to the lesser of (i) $1,000,000 (the "Maximum Advance Amount"), or (ii) the aggregate unpaid principal amount of the advances; ? On November 23, 2015, Second Senior Note was amended the Second Senior Note to increase the Maximum Advance Amount to $2,000,000; and ? On April 26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June 30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 2,207,768 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 2,207,768 warrants issued upon extension of the note were valued at $1,093,832 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March 31, 2016. During the year ended March 31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March 31, 2017. As of February 21, 2016, $2,154,100 of principal was outstanding under the Second Senior Note. Accrued interest of $87,048 is reflected on the balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $2,383,180 due under this note was exchanged into a convertible note discussed below (C). |
Notes Payable to Major Stockh54
Notes Payable to Major Stockholder (Details Textual) - USD ($) | Sep. 14, 2016 | Jun. 06, 2016 | Apr. 26, 2016 | Apr. 21, 2016 | Dec. 31, 2014 | Feb. 21, 2017 | Aug. 19, 2016 | Apr. 30, 2016 | Jan. 19, 2016 | Jan. 27, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 02, 2016 | Feb. 21, 2016 | Nov. 23, 2015 | Jul. 10, 2015 | Apr. 08, 2015 | Mar. 31, 2015 | |
Maturity date | Dec. 31, 2015 | ||||||||||||||||||||
Revised maturity date | Jun. 30, 2016 | ||||||||||||||||||||
Principal notes payable | $ 3,657,015 | $ 3,603,446 | $ 2,784,000 | ||||||||||||||||||
Accrued Interest | $ 34,772 | $ 19,542 | |||||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | $ 1.67 | $ 0.005 | ||||||||||||||||||
Amortization of debt discount | $ 536,315 | $ 344,196 | $ 251,750 | $ 9,817 | |||||||||||||||||
Fair value of warrants | 1,447,066 | ||||||||||||||||||||
Maturity date | Dec. 31, 2015 | ||||||||||||||||||||
Aggregate principal amount | $ 242,498 | 50,000 | |||||||||||||||||||
6% Unsecured Convertible Note [Member] | |||||||||||||||||||||
Terms of conversion feature | If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. | The Company issued three 8% unsecured convertible notes payable to investors (the "Lenders") for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. | |||||||||||||||||||
Principal notes payable | [1] | $ 3,603,446 | |||||||||||||||||||
Number of shares issued | 150,000 | 205,918 | |||||||||||||||||||
Exercise price (in dollars per share) | $ 1.67 | $ 0.005 | |||||||||||||||||||
Amortization of debt discount | 9,818 | ||||||||||||||||||||
Expected life | 3 years | 4 years | |||||||||||||||||||
Volatility rate | 100.00% | 100.00% | |||||||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||||||
Risk-free interest rate | 0.90% | 1.30% | |||||||||||||||||||
Aggregate relative fair value | $ 5,918 | $ 99,915 | |||||||||||||||||||
Aggregate principal amount | $ 150,000 | 200,000 | $ 55,000 | $ 200,000 | |||||||||||||||||
Beneficial conversion feature | $ 136,936 | ||||||||||||||||||||
Conversion price (in dollars per share) | $ 1 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Number of shares issued | 150,000 | ||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.005 | $ 0.01 | $ 0.01 | ||||||||||||||||
Beneficial conversion feature | $ 45,362 | ||||||||||||||||||||
Warrant [Member] | 6% Unsecured Convertible Note [Member] | |||||||||||||||||||||
Number of shares issued | 205,920 | 200,000 | |||||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | $ 0.01 | $ 0.005 | ||||||||||||||||||
Expected life | 3 years | ||||||||||||||||||||
Volatility rate | 100.00% | ||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Risk-free interest rate | 1.20% | ||||||||||||||||||||
Aggregate relative fair value | $ 341,864 | $ 341,864 | |||||||||||||||||||
Trinad Capital [Member] | |||||||||||||||||||||
Accrued Interest | $ 3,581,077 | $ 75,938 | 75,938 | ||||||||||||||||||
Expected life | 3 years | ||||||||||||||||||||
Warrants issued | 1,790,539 | ||||||||||||||||||||
Fair value of warrants | $ 1,624,474 | ||||||||||||||||||||
Volatility rate | 100.00% | ||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Risk-free interest rate | 1.50% | ||||||||||||||||||||
Beneficial conversion feature | $ 1,624,474 | $ 3,657,015 | 3,248,948 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 0.91 | ||||||||||||||||||||
Warrants to purchase shares of common stock | $ 1,790,539 | ||||||||||||||||||||
Description of debt | If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. | ||||||||||||||||||||
Trinad Capital [Member] | 6% Unsecured Convertible Note [Member] | |||||||||||||||||||||
Principal notes payable | 3,581,077 | ||||||||||||||||||||
Accrued Interest | 22,369 | ||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | ||||||||||||||||||||
Maturity date | Mar. 31, 2018 | ||||||||||||||||||||
Remaining management service payable | $ 1,624,474 | ||||||||||||||||||||
Volatility rate | 100.00% | ||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Risk-free interest rate | 1.50% | ||||||||||||||||||||
Aggregate relative fair value | $ 1,790,539 | 3,248,948 | |||||||||||||||||||
Conversion price (in dollars per share) | $ 0.91 | ||||||||||||||||||||
Warrants to purchase shares of common stock | $ 1,790,539 | ||||||||||||||||||||
Description of debt | If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. | ||||||||||||||||||||
Trinad Capital [Member] | Warrant [Member] | |||||||||||||||||||||
Accrued Interest | $ 140,555 | ||||||||||||||||||||
Number of shares issued | 3,352,754 | ||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||||||||||
Principal notes payable | 1,000,000 | ||||||||||||||||||||
Aggregate principal amount | $ 700,000 | ||||||||||||||||||||
First Senior Note [Member] | |||||||||||||||||||||
Principal notes payable | [2] | 1,000,000 | |||||||||||||||||||
First Senior Note [Member] | As Restated [Member] | 6% Unsecured Convertible Note [Member] | |||||||||||||||||||||
Principal notes payable | $ 825,000 | ||||||||||||||||||||
First Senior Note [Member] | Trinad Capital [Member] | |||||||||||||||||||||
Revised maturity date | Jun. 30, 2017 | ||||||||||||||||||||
Principal notes payable | 1,000,000 | ||||||||||||||||||||
Accrued Interest | 70,151 | $ 0 | 140,555 | ||||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | ||||||||||||||||||||
Aggregate principal amount | $ 1,000,000 | $ 1,197,897 | |||||||||||||||||||
Interest rate of per annum | 6.00% | ||||||||||||||||||||
First Senior Note [Member] | Trinad Capital [Member] | 6% Unsecured Convertible Note [Member] | |||||||||||||||||||||
Aggregate principal amount | $ 3,581,077 | ||||||||||||||||||||
Interest rate of per annum | 6.00% | ||||||||||||||||||||
First Senior Note [Member] | Trinad Capital [Member] | Warrant [Member] | |||||||||||||||||||||
Number of shares issued | 1,144,986 | ||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||||||||||
Expiration date | Apr. 21, 2020 | ||||||||||||||||||||
Expected life | 4 years | ||||||||||||||||||||
Warrants issued | 1,144,986 | ||||||||||||||||||||
Volatility rate | 100.00% | ||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Risk-free interest rate | 1.30% | ||||||||||||||||||||
Aggregate relative fair value | $ 567,282 | ||||||||||||||||||||
First Senior Note [Member] | Trinad Management LLC [Member] | |||||||||||||||||||||
Converted value in excess of principal | $ 1,000,000 | $ 5,000,000 | |||||||||||||||||||
Terms of conversion feature | The conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing. | ||||||||||||||||||||
Maturity date | Jun. 30, 2016 | ||||||||||||||||||||
First Senior Note [Member] | Trinad Management LLC [Member] | Warrant [Member] | |||||||||||||||||||||
Number of shares issued | 1,144,986 | ||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||||||||||
Expected life | 4 years | ||||||||||||||||||||
Warrants issued | 1,144,986 | ||||||||||||||||||||
Volatility rate | 100.00% | ||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Risk-free interest rate | 1.30% | ||||||||||||||||||||
Aggregate relative fair value | $ 567,282 | ||||||||||||||||||||
Second Senior Note [Member] | |||||||||||||||||||||
Principal notes payable | [3] | $ 1,784,000 | |||||||||||||||||||
Second Senior Note [Member] | As Restated [Member] | 6% Unsecured Convertible Note [Member] | |||||||||||||||||||||
Principal notes payable | |||||||||||||||||||||
Second Senior Note [Member] | Trinad Capital [Member] | |||||||||||||||||||||
Maturity date | Jun. 30, 2016 | ||||||||||||||||||||
Revised maturity date | Jun. 30, 2017 | ||||||||||||||||||||
Principal notes payable | $ 1,784,000 | $ 2,154,100 | |||||||||||||||||||
Accrued Interest | 87,048 | ||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | ||||||||||||||||||||
Principal notes payable | 1,784,000 | ||||||||||||||||||||
Aggregate principal amount | $ 3,000,000 | $ 2,383,180 | $ 1,784,000 | $ 2,000,000 | $ 1,000,000 | $ 195,500 | |||||||||||||||
Interest rate of per annum | 8.00% | ||||||||||||||||||||
Second Senior Note [Member] | Trinad Capital [Member] | 6% Unsecured Convertible Note [Member] | |||||||||||||||||||||
Aggregate principal amount | $ 3,581,077 | ||||||||||||||||||||
Interest rate of per annum | 6.00% | ||||||||||||||||||||
Second Senior Note [Member] | Trinad Capital [Member] | Warrant [Member] | |||||||||||||||||||||
Revised maturity date | Jun. 30, 2017 | ||||||||||||||||||||
Number of shares issued | 2,207,768 | ||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||||||||||
Expiration date | Apr. 21, 2020 | ||||||||||||||||||||
Expected life | 4 years | ||||||||||||||||||||
Warrants issued | 2,207,768 | ||||||||||||||||||||
Fair value of warrants | $ 1,093,832 | ||||||||||||||||||||
Repayment of notes payable | $ 450,000 | ||||||||||||||||||||
Maturity date | Jun. 30, 2017 | ||||||||||||||||||||
Volatility rate | 100.00% | ||||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||||
Risk-free interest rate | 1.30% | ||||||||||||||||||||
Aggregate principal amount | $ 3,000,000 | $ 820,100 | |||||||||||||||||||
Second Senior Note [Member] | Trinad Capital [Member] | As Restated [Member] | |||||||||||||||||||||
Aggregate principal amount | $ 195,500 | ||||||||||||||||||||
[1] | (C) 6% Unsecured Convertible Note Trinad Capital Master Fund On February 21, 2017, the Company issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital discussed above. This convertible note is due on March 31, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 1,790,539 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The warrants were exercised on February 28, 2017. The conversion of the First and Second Senior Notes into an unsecured convertible note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 1,790,539 warrants issued to the noteholder was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the note's beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, the balance of the note and accrued interest were $3,581,077 and $22,369, respectively. | ||||||||||||||||||||
[2] | (A) First Senior Note Trinad Capital Master Fund On December 31, 2014, the Company entered into a senior convertible promissory note (the "First Senior Note") with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of 6% per annum on the unpaid principal amount of outstanding advances. At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was originally due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note: ? On January 27, 2015, the Company and Trinad Capital entered into an amendment to the First Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the First Senior Note was extended to June 30, 2016 and (2) the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing; ? On February 5, 2015, the Company and Trinad Capital amended and restated the First Senior Note, effective as of December 31, 2014, to eliminate the convertibility feature of the note was eliminated in its entirety; and ? On April 21, 2016, the First Senior Note was further amended to extend its maturity date to June 30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the due date of the First Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 1,144,986 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 1,144,986 warrants were valued at $567,282 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. As of March 31, 2016, $1,000,000 of principal was outstanding under the First Senior Note and accrued interest $140,555 is reflected on the consolidated balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $1,197,897 due under this note was exchanged into a convertible note discussed below (C). | ||||||||||||||||||||
[3] | (B) Second Senior Note Trinad Capital Master Fund On April 8, 2015, the Company entered into a second senior promissory note (the "Second Senior Note") with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note: ? On July 10, 2015, the Second Senior Note was amended and restated to increase the principal amount from $195,500 to the lesser of (i) $1,000,000 (the "Maximum Advance Amount"), or (ii) the aggregate unpaid principal amount of the advances; ? On November 23, 2015, Second Senior Note was amended the Second Senior Note to increase the Maximum Advance Amount to $2,000,000; and ? On April 26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June 30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 2,207,768 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 2,207,768 warrants issued upon extension of the note were valued at $1,093,832 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March 31, 2016. During the year ended March 31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March 31, 2017. As of February 21, 2016, $2,154,100 of principal was outstanding under the Second Senior Note. Accrued interest of $87,048 is reflected on the balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $2,383,180 due under this note was exchanged into a convertible note discussed below (C). |
Note Payable (Details)
Note Payable (Details) - USD ($) | Dec. 31, 2014 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Short-term Debt [Line Items] | ||||
Aggregate principal amount | $ 242,498 | $ 50,000 | ||
Note bears interest | 6.00% | |||
Maturity date | Dec. 31, 2015 | |||
Revised maturity date | Jun. 30, 2016 | |||
Note payable | 277,270 | $ 262,040 | ||
Accrued Interest | $ 34,772 | $ 19,542 |
Related Party Unsecured Conve56
Related Party Unsecured Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |||
Debt Instrument [Line Items] | ||||||
Principal notes payable | $ 1,403,149 | $ 200,000 | ||||
Less accumulated amortization of Valuation Discount | $ (77,585) | (39,039) | ||||
Net | 23,878 | 11,668 | ||||
Less: Convertible note payable, current | 4,771 | |||||
Convertible notes payable, long-term | 19,107 | 11,668 | ||||
(A) 6% Unsecured Convertible Note | ||||||
Debt Instrument [Line Items] | ||||||
Principal notes payable | 51,455 | [1] | 50,707 | [1] | [2] | |
(B) 6% Unsecured Convertible Note | ||||||
Debt Instrument [Line Items] | ||||||
Principal notes payable | $ 50,008 | [3] | [3] | [4] | ||
[1] | (A) On January 4, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin, the father of Robert Ellin, our Executive Chairman, President, director and principal stockholder, for total principal amount of $50,000. This note will be due September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 25,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 25,000 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. The balance of the unamortized discount at March 31, 2017 was $39,039. During the three months ended June 30, 2017, the Company amortized $6,690 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $32,349. At June 30, 2017, $50,000 of principal, which includes $1,455 of accrued interest, was outstanding under the Note. | |||||
[2] | (A) Convertible Note JJAT On August 19, 2016, the Company issued a 6% unsecured convertible note payable to a related party for total principal amount of $55,000. This note was due on September 30, 2018. Before its maturity, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. On December 21, 2016, this note was repaid. | |||||
[3] | (B) On June 29, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin for total principal amount of $50,000. This note will be due June 28, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 25,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 25,000 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of June 28, 2017, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During the three months ended June 30, 2017, the Company amortized $125 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $45,237. At June 30, 2017, $50,000 of principal, and $8 of accrued interest, was outstanding under the Note. | |||||
[4] | (B) Convertible Note Marvin Ellin On January 4, 2017, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $50,000. This note will be due on September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 25,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 25,000 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During year ended March 31, 2017, the Company amortized $6,323 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $39,039. As of March 31, 2017, $50,000 of principal and $707 of accrued interest was due under the note. |
Related Party Unsecured Conve57
Related Party Unsecured Convertible Notes Payable (Details Textual) - USD ($) | Jan. 04, 2017 | Jun. 29, 2017 | Aug. 19, 2016 | Mar. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2016 | Dec. 31, 2014 |
Related Party Unsecured Convertible Notes Payable [Textual] | |||||||
Principal amount | $ 50,000 | $ 242,498 | |||||
Exercise price (in dollars per share) | $ 1.67 | $ 0.01 | $ 0.005 | ||||
Unamortized debt discount | $ 39,039 | $ 77,585 | |||||
(A) 6% Unsecured Convertible Note [Member] | |||||||
Related Party Unsecured Convertible Notes Payable [Textual] | |||||||
Principal amount | $ 50,000 | $ 55,000 | |||||
Unsecured convertible note payable | 6.00% | 6.00% | |||||
Unsecured convertible note payable due | Sep. 13, 2018 | Sep. 30, 2018 | |||||
Aggregate in gross proceeds | $ 5,000,000 | $ 5,000,000 | |||||
Financing issuance price | 75.00% | 75.00% | |||||
Exercise price (in dollars per share) | $ 0.01 | ||||||
Shares issued during the period | 25,000 | ||||||
Number of shares of aggregate relative fair value | 25,000 | ||||||
Aggregate relative fair value | $ 22,681 | ||||||
Risk-free interest rate | 1.50% | ||||||
Dividend yield | 0.00% | ||||||
Volatility rate | 100.00% | ||||||
Expected life | 3 years | ||||||
Terms of conversion feature | The effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. | ||||||
Conversion of amortized to interest expense | $ 6,690 | ||||||
Unamortized debt discount | 32,349 | $ 39,039 | |||||
Accrued interest | $ 1,455 | ||||||
(B) 6% Unsecured Convertible Note [Member] | |||||||
Related Party Unsecured Convertible Notes Payable [Textual] | |||||||
Principal amount | $ 50,000 | ||||||
Unsecured convertible note payable | 6.00% | ||||||
Unsecured convertible note payable due | Jun. 28, 2018 | Sep. 13, 2018 | |||||
Aggregate in gross proceeds | $ 5,000,000 | $ 5,000,000 | |||||
Financing issuance price | 75.00% | 75.00% | |||||
Exercise price (in dollars per share) | $ 0.01 | $ 0.01 | |||||
Shares issued during the period | 25,000 | 25,000 | |||||
Number of shares of aggregate relative fair value | 25,000 | 25,000 | |||||
Aggregate relative fair value | $ 22,681 | $ 22,681 | |||||
Risk-free interest rate | 1.50% | 1.50% | |||||
Dividend yield | 0.00% | 0.00% | |||||
Volatility rate | 100.00% | 100.00% | |||||
Expected life | 3 years | 3 years | |||||
Terms of conversion feature | The effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. | The effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. | |||||
Conversion of amortized to interest expense | $ 125 | $ 6,323 | |||||
Unamortized debt discount | 45,237 | 39,039 | |||||
Accrued interest | $ 8 | $ 707 |
Unsecured Convertible Notes P58
Unsecured Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 14, 2016 | Mar. 31, 2016 | ||||
Debt Instrument [Line Items] | ||||||||
Principal notes payable | $ 1,403,149 | $ 200,000 | ||||||
Less accumulated amortization of Valuation Discount | $ 77,585 | 39,039 | ||||||
Net | 1,015,257 | 288,398 | 110,273 | |||||
Less: Convertible note payable, current | 685,214 | 67,858 | ||||||
Convertible notes payable, long-term | 330,043 | 220,540 | 110,273 | |||||
8% Unsecured Convertible Notes - Due on January 19, 2018 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal notes payable | 1,714,442 | [1] | [2] | 200,000 | [2] | |||
Less accumulated amortization of Valuation Discount | 90,535 | 109,259 | $ 150,000 | |||||
6% Unsecured Convertible Notes - Due on September 13, 2018 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal notes payable | [3] | 157,126 | 154,882 | |||||
Less accumulated amortization of Valuation Discount | 109,259 | |||||||
6% Unsecured Convertible Notes - Due between January 31, 2018 and September 30, 2018 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal notes payable | [4] | 1,266,742 | 1,248,267 | |||||
Less accumulated amortization of Valuation Discount | $ 1,241,807 | $ 1,004,590 | ||||||
[1] | Between April 5, 2016 and June 29, 2017, the Company issued ten 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,695,000. The notes are due on various dates through June 29, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 847,500 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 847,500 warrants issued to the noteholders was determined to be $768,893 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $768,893. As a result, the Company recorded a note discount of $1,537,790 to account for the relative fair values of the warrants and the notes' beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During the three months ended June 30, 2017, the Company amortized $295,983 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $1,241,807. As of June 30, 2017, $19,442 of accrued interest was added to the principal balance. | |||||||
[2] | On January 19, 2016, the Company issued three 8% unsecured convertible notes payable to investors (the "Lenders") for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. In addition, the Lenders received 400,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The warrants were exercised during the year ended March 31, 2017. The aggregate relative fair value of the 400,000 warrants issued to the Lender was determined to be $99,915 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount upon issuance and was being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727. On June 6, 2016, the Lenders converted $200,000 of principal and $5,918 of interest into 205,918 shares of the Company's common stock at a conversion price of $1 per share. As the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized a beneficial conversion cost of $136,936. As a result of the conversion, the remaining debt discount of $89,727 was fully amortized to interest expense as of the date of conversion. As an inducement for the conversion, the Lenders were issued 205,920 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The aggregate fair value of the 205,920 warrants issued to the Lenders was $341,864 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.20%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). The value of the warrants of $341,864 was considered as additional interest expense upon their issuance. The warrants were exercised immediately into 205,920 shares of the Company's common stock with net proceeds of $1,030 to the Company. | |||||||
[3] | On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $150,000. This note will be due on September 13, 2018. Before the maturity date, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 150,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The aggregate relative fair value of the 150,000 warrants issued to the noteholder was determined to be $93,612 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $0.63, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes' beneficial conversion feature which will be amortized as interest over the term of the note. During year ended March 31, 2017, the Company amortized $40,741 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $109,259. As of March 31, 2017, $4,882 accrued interest was added to principal balance. | |||||||
[4] | Between November 22, 2016 and March 27, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,235,000. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 617,500 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 617,500 warrants issued to the noteholders was determined to be $560,226 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes' beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During year ended March 31, 2017, the Company amortized $114,961 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $1,004,590. |
Unsecured Convertible Notes P59
Unsecured Convertible Notes Payable (Details Textual) - USD ($) | Nov. 22, 2016 | Sep. 14, 2016 | Jun. 06, 2016 | Jun. 29, 2017 | Aug. 19, 2016 | Jan. 19, 2016 | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2014 |
Unsecured Convertible Notes Payable (Textual) | ||||||||||
Aggregate principal amount | $ 50,000 | $ 242,498 | ||||||||
Exercise price (in dollars per share) | $ 0.01 | $ 1.67 | $ 0.005 | |||||||
Unamortized debt discount | $ 77,585 | $ 39,039 | ||||||||
6% Unsecured Convertible Note [Member] | ||||||||||
Unsecured Convertible Notes Payable (Textual) | ||||||||||
Aggregate principal amount | $ 150,000 | $ 200,000 | $ 55,000 | 200,000 | ||||||
Exercise price (in dollars per share) | $ 1.67 | $ 0.005 | ||||||||
Unamortized debt discount | $ 150,000 | $ 90,535 | $ 109,259 | |||||||
Unsecured convertible note payable due | Sep. 13, 2018 | |||||||||
Aggregate in gross proceeds | $ 5,000,000 | |||||||||
Financing issuance price | 75.00% | 99915.00% | ||||||||
Shares issued during the period | 150,000 | 205,918 | ||||||||
Number of shares of aggregate relative fair value | 400,000 | |||||||||
Aggregate relative fair value | $ 5,918 | $ 99,915 | ||||||||
Risk-free interest rate | 0.90% | 1.30% | ||||||||
Dividend yield | 0.00% | 0.00% | ||||||||
Volatility rate | 100.00% | 100.00% | ||||||||
Expected life | 3 years | 4 years | ||||||||
Terms of conversion feature | If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. | The Company issued three 8% unsecured convertible notes payable to investors (the "Lenders") for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. | ||||||||
Conversion of amortized to interest expense | $ 56,388 | $ 136,936 | 18,724 | $ 9,818 | ||||||
Accrued interest | 7,126 | |||||||||
Unsecured Debt One [Member] | ||||||||||
Unsecured Convertible Notes Payable (Textual) | ||||||||||
Aggregate principal amount | $ 1,235,000 | |||||||||
Exercise price (in dollars per share) | $ 1.67 | |||||||||
Unamortized debt discount | $ 790,706 | $ 1,005,490 | ||||||||
Unsecured convertible note payable due | Sep. 30, 2018 | |||||||||
Aggregate in gross proceeds | $ 5,000,000 | $ 1,030 | ||||||||
Financing issuance price | 75.00% | 205920.00% | ||||||||
Shares issued during the period | 617,500 | |||||||||
Number of shares of aggregate relative fair value | 617,500 | 150,000 | 205,920 | |||||||
Aggregate relative fair value | $ 560,226 | $ 93,612 | $ 341,864 | |||||||
Risk-free interest rate | 1.20% | |||||||||
Dividend yield | 0.00% | 0.00% | ||||||||
Volatility rate | 100.00% | 100.00% | ||||||||
Expected life | 3 years | 3 years | ||||||||
Terms of conversion feature | The effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. | The effective conversion price was $0.63, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes’ beneficial conversion feature which will be amortized as interest over the term of the note. | 214,784 | |||||||
Conversion of amortized to interest expense | $ 40,741 | |||||||||
Accrued interest | $ 31,742 | 4,882 | ||||||||
Unsecured Debt One [Member] | Maximum [Member] | ||||||||||
Unsecured Convertible Notes Payable (Textual) | ||||||||||
Risk-free interest rate | 1.53% | |||||||||
Unsecured Debt One [Member] | Minimum [Member] | ||||||||||
Unsecured Convertible Notes Payable (Textual) | ||||||||||
Risk-free interest rate | 1.35% | |||||||||
Unsecured Debt Two [Member] | ||||||||||
Unsecured Convertible Notes Payable (Textual) | ||||||||||
Aggregate principal amount | $ 1,695,000 | |||||||||
Unamortized debt discount | $ 1,241,807 | 1,004,590 | ||||||||
Unsecured convertible note payable | 6.00% | |||||||||
Unsecured convertible note payable due | Jun. 29, 2018 | |||||||||
Aggregate in gross proceeds | $ 5,000,000 | |||||||||
Financing issuance price | 75.00% | |||||||||
Shares issued during the period | 847,500 | |||||||||
Number of shares of aggregate relative fair value | 847,500 | |||||||||
Aggregate relative fair value | $ 768,893 | |||||||||
Dividend yield | 0.00% | |||||||||
Volatility rate | 100.00% | |||||||||
Expected life | 3 years | |||||||||
Terms of conversion feature | The effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $768,893. As a result, the Company recorded a note discount of $1,537,790 to account for the relative fair values of the warrants and the notes' beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. | |||||||||
Conversion of amortized to interest expense | $ 295,983 | $ 114,961 | ||||||||
Accrued interest | $ 19,442 | |||||||||
Unsecured Debt Two [Member] | Maximum [Member] | ||||||||||
Unsecured Convertible Notes Payable (Textual) | ||||||||||
Risk-free interest rate | 1.53% | |||||||||
Unsecured Debt Two [Member] | Minimum [Member] | ||||||||||
Unsecured Convertible Notes Payable (Textual) | ||||||||||
Risk-free interest rate | 1.35% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 14, 2016 | Apr. 26, 2016 | Apr. 21, 2016 | Dec. 31, 2014 | Sep. 23, 2011 | Aug. 25, 2016 | Apr. 30, 2016 | Jan. 27, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | May 31, 2017 | Feb. 21, 2017 | Nov. 23, 2015 | Jul. 10, 2015 | Apr. 08, 2015 | Mar. 31, 2015 |
Related Party Transactions (Textual) | ||||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | $ 1.67 | $ 0.005 | |||||||||||||||
Due to producers | $ 205,096 | $ 117,124 | ||||||||||||||||
Aggregate principal amount | $ 242,498 | $ 50,000 | ||||||||||||||||
Other assets | $ 15,000 | |||||||||||||||||
Equity investment percentage | 4.02% | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Number of shares issued | 150,000 | |||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.005 | $ 0.01 | $ 0.01 | |||||||||||||
Expiration period | 3 years | 4 years | ||||||||||||||||
Trinad LLC [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Management service fee | $ 90,000 | $ 90,000 | ||||||||||||||||
Management service payable | $ 30,000 | |||||||||||||||||
Due to producers | $ 250,000 | |||||||||||||||||
Trinad LLC [Member] | First Senior Note [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Converted value in excess of principal | $ 1,000,000 | $ 5,000,000 | ||||||||||||||||
Trinad LLC [Member] | Warrant [Member] | First Senior Note [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Number of shares issued | 1,144,986 | |||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | |||||||||||||||||
Mr. Robert Ellin [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Due to producers | $ 0 | $ 117,124 | ||||||||||||||||
Trinad Capital [Member] | First Senior Note [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | |||||||||||||||||
Aggregate principal amount | 1,000,000 | $ 1,197,897 | ||||||||||||||||
Trinad Capital [Member] | Second Senior Note [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | |||||||||||||||||
Principal notes payable | 1,784,000 | |||||||||||||||||
Aggregate principal amount | $ 3,000,000 | 1,784,000 | $ 2,383,180 | $ 2,000,000 | $ 1,000,000 | $ 195,500 | ||||||||||||
Trinad Capital [Member] | Second Senior Note [Member] | As Restated [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Aggregate principal amount | $ 195,500 | |||||||||||||||||
Trinad Capital [Member] | Warrant [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Number of shares issued | 3,352,754 | |||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | |||||||||||||||||
Principal notes payable | 1,000,000 | |||||||||||||||||
Aggregate principal amount | $ 700,000 | |||||||||||||||||
Trinad Capital [Member] | Warrant [Member] | First Senior Note [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Number of shares issued | 1,144,986 | |||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | |||||||||||||||||
Trinad Capital [Member] | Warrant [Member] | Second Senior Note [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Number of shares issued | 2,207,768 | |||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | |||||||||||||||||
Repayment of notes payable | 450,000 | |||||||||||||||||
Aggregate principal amount | $ 3,000,000 | 820,100 | ||||||||||||||||
Management Services Agreement [Member] | Trinad LLC [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Management service fee | $ 2,080,000 | 360,000 | 360,000 | |||||||||||||||
Management service payable | 90,000 | 30,000 | ||||||||||||||||
Due to producers | $ 1,000,000 | 239,080 | $ 1,000,000 | |||||||||||||||
Agreement term | 3 years | |||||||||||||||||
Repayment of notes payable | $ 750,000 | |||||||||||||||||
Management Services Agreement [Member] | Trinad LLC [Member] | Warrant [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Number of shares issued | 2,148,648 | |||||||||||||||||
Exercise price (in dollars per share) | $ 0.075 | |||||||||||||||||
Expiration period | 10 years | |||||||||||||||||
Amortized period | 3 years | |||||||||||||||||
Management Services Agreement [Member] | Trinad LLC [Member] | Warrant 1 [Member] | ||||||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||||||
Number of shares issued | 2,250,000 | |||||||||||||||||
Exercise price (in dollars per share) | $ 0.075 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | May 05, 2017 | Sep. 22, 2016 | May 20, 2016 | Mar. 03, 2016 | Apr. 28, 2014 | Jul. 17, 2017 | Nov. 24, 2016 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2014 |
Commitments and Contingencies (Textual) | ||||||||||
Name of plaintiff | Mr. Oliver Bengough. | |||||||||
Name of defendant | OCHL, OCL, KOKO UK and Mr. Ellin (collectively, the "Respondents"). | |||||||||
Domicile of litigation | High Court of Justice, Chancery Division (the "Court"). | |||||||||
Description of allegations | In the Petition, Mr. Bengough claimed, among other things, certain breaches of duty by Mr. Ellin in connection with the corporate operations of the Respondents, as well as a "deterioration" of the relationship between the parties. OCHL was formed by OCL's stockholders for the sole purpose of acquiring all of the registered and contributed capital of OCL, is a 50%-owned subsidiary of the Company and is the former parent of OCL. | |||||||||
Aggregate principal amount | $ 50,000 | $ 242,498 | ||||||||
Payment of acquisition of promotional rights | $ 350,000 | |||||||||
Description of promotional rights acquiries | The Company is obligated under three licenses, production and/or distribution agreements to make guaranteed payments as follows: $700,000 for the fiscal year ended March 31, 2018, and $475,000 for the fiscal year ended March 31, 2019. The agreements also provide for a revenue share of 35-50% of capital and net revenues. In addition, there are two other agreements that provide for a revenue share of 50% on net revenues, but no guaranteed payments. | |||||||||
Plaintiffs seeking damages | $ 300,000 | |||||||||
Jjat Corp [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Number of shares issued | 58,000,000 | |||||||||
BTG Financial Consulting LLP [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Description of agreement terms | The parties and that its analysis yielded that the value of the ordinary shares of OCHL is $4,455,833 (£3,612,057), therefore entitling the Company to $2,182,274 (£1,769,029) (or 50% of the value) minus $45,643 (£37,000) (as agreed to by the parties). | |||||||||
Common stock [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Number of shares issued | 2,000,000 | |||||||||
Wantickets [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Number of shares issued | 2,000,000 | |||||||||
Wantickets [Member] | Subsequent Event [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Proceeds against for demand arbitration | $ 155,633 | |||||||||
Settlement Agreement [Member] | Messrs. Ellin and Bengough [Member] | Deferred Ordinary Shares [Member] | KOKO (Camden) UK Limited [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Number of shares sold | 2,750 | |||||||||
Settlement Agreement [Member] | Messrs. Ellin and Bengough [Member] | Common stock [Member] | KOKO (Camden) UK Limited [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Number of shares sold | 48,878 | |||||||||
Settlement Agreement [Member] | Escrow Agent [Member] | Litigation Case [Member] | BTG Financial Consulting LLP [Member] | ||||||||||
Commitments and Contingencies (Textual) | ||||||||||
Description of valuation report | The parties and that its analysis yielded that the value of the ordinary shares of OCHL is £3,612,057, therefore entitling us to £1,769,029 (or 50% of the value) minus £37,000 (the "Final Sale Price"). |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) | Aug. 29, 2016shares |
2016 Equity Incentive Plan (the "2016 Plan") [Member] | Board of Directors [Member] | |
Equity Incentive Plan (Textual) | |
Common stock for issuance | 22,800,000 |
Stockholders' Equity (Deficit63
Stockholders' Equity (Deficit) (Details) - Restricted Stock [Member] | 3 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Number of Shares | |
Non-vested, Number of Shares, March 31, 2017 | shares | |
Number of Shares, Issued | shares | 700,000 |
Number of Shares, Vested | shares | (37,500) |
Number of Shares, Forfeited | shares | |
Non-vested, Number of Shares, June 30, 2017 | shares | 662,500 |
Weighted Average Grant Date Fair Value Per Share | |
Non-vested, Weighted Average Grant Date Fair Value Per Share, March 31, 2017 | $ / shares | |
Weighted Average Grant Date Fair Value Per Share, Issued | $ / shares | 1.67 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 1.67 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ / shares | |
Non-vested, Weighted Average Grant Date Fair Value Per Share, June 30, 2017 | $ / shares | $ 1.67 |
Stockholders' Equity (Deficit64
Stockholders' Equity (Deficit) (Details 1) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Number of Warrants | |||
Balance outstanding, begining | 150,000 | 3,600,000 | 3,600,000 |
Granted | 872,500 | 6,416,712 | 1,162,500 |
Exercised | (1,022,500) | (9,866,712) | (1,162,500) |
Forfeited/expired | |||
Balance outstanding, ending | 150,000 | 3,600,000 | |
Exercisable, ending | 150,000 | 1,800,000 | |
Weighted Average Exercise Price | |||
Granted | $ 0.010 | $ 0.007 | $ 0.005 |
Exercised | 0.010 | 0.022 | 0.005 |
Forfeited/expired | 0.010 | ||
Exercisable, ending | $ 0.010 | $ 0.1 | |
Weighted Average Remaining Contractual Term (Years) | |||
Balance outstanding, Begining | 2 years 11 months 26 days | 2 years 11 months 26 days | 4 years 1 month 27 days |
Granted | 3 years 26 days | 2 years 10 months 28 days | 2 years 2 months 16 days |
Exercised | 3 years 22 days | 3 years 1 month 24 days | 4 years 2 months 27 days |
Forfeited/expired | 0 years | 0 years | |
Balance outstanding, ending | 2 years 11 months 26 days | 2 years 11 months 26 days | 4 years 1 month 27 days |
Exercisable, ending | 2 years 11 months 26 days |
Stockholders' Equity (Deficit65
Stockholders' Equity (Deficit) (Details Textual) - USD ($) | May 05, 2017 | Nov. 22, 2016 | Sep. 14, 2016 | Jun. 06, 2016 | Apr. 28, 2014 | Apr. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 21, 2017 | Nov. 24, 2016 | Jun. 02, 2016 | Feb. 21, 2016 | Mar. 31, 2015 | Dec. 31, 2014 | |||
Equity method investments | $ 4,889,515 | $ 5,022,347 | $ 4,478,962 | ||||||||||||||||
Number of shares issued, value | $ 3,340,000 | $ 3,340,000 | |||||||||||||||||
Warrant exercise price | $ 0.01 | $ 1.67 | $ 0.005 | ||||||||||||||||
Common stock issued for services, value | $ 856,500 | ||||||||||||||||||
Number of warrants exercised | 1,162,500 | ||||||||||||||||||
Convertible notes payable | $ 1,403,149 | $ 200,000 | |||||||||||||||||
Proceeds from warrant exercise | $ 10,226 | $ 1,030 | $ 48,123 | ||||||||||||||||
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 1,000,000 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Common stock convertible notes, value | $ 205,918 | ||||||||||||||||||
Net proceeds for common stock | $ 1,250,000 | $ 1,375,000 | $ 618,314 | ||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||
Common stock issued for services | 107,292 | ||||||||||||||||||
Common stock issued for services, value | $ 1,061,708 | ||||||||||||||||||
8% Unsecured Convertible Notes Payable [Member] | |||||||||||||||||||
Number of shares issued | 150,000 | 205,918 | |||||||||||||||||
Share price | $ 1.67 | ||||||||||||||||||
Warrant exercise price | $ 1.67 | $ 0.005 | |||||||||||||||||
Convertible notes payable | $ 1,714,442 | [1] | [2] | $ 200,000 | [2] | ||||||||||||||
Aggregate relative fair value | $ 5,918 | $ 99,915 | |||||||||||||||||
Jjat Corp [Member] | |||||||||||||||||||
Number of shares issued | 58,000,000 | ||||||||||||||||||
Equity method investments | $ 4,200,000 | ||||||||||||||||||
Accredited Investors [Member] | |||||||||||||||||||
Number of shares issued | 947,500 | ||||||||||||||||||
Number of shares issued, value | $ 9,475 | ||||||||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreements [Member] | |||||||||||||||||||
Share price | $ 2.50 | $ 2 | $ 1 | ||||||||||||||||
Number of units issued | 550,000 | 762,500 | |||||||||||||||||
Number of units issued, value | $ 1,375,000 | $ 612,500 | |||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreements [Member] | Maximum [Member] | |||||||||||||||||||
Share price | $ 0.005 | ||||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreements [Member] | Minimum [Member] | |||||||||||||||||||
Share price | $ 0.01 | ||||||||||||||||||
Consultants [Member] | |||||||||||||||||||
Common stock issued for services | 229,165 | ||||||||||||||||||
Common stock issued for services, value | $ 382,705 | ||||||||||||||||||
Share price | $ 1.67 | ||||||||||||||||||
Trinad Capital [Member] | 8% Unsecured Convertible Notes Payable [Member] | |||||||||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||||||||
Aggregate relative fair value | $ 3,248,948 | $ 1,790,539 | |||||||||||||||||
Employees [Member] | |||||||||||||||||||
Common stock issued for services | 700,000 | ||||||||||||||||||
Common stock issued for services, value | $ 1,169,000 | ||||||||||||||||||
Share price | $ 1.67 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Number of shares issued | 150,000 | ||||||||||||||||||
Number of shares issued, value | $ 5,813 | ||||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.005 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Expiration period | 3 years | 4 years | |||||||||||||||||
Number of warrants exercised | 1,022,500 | 581,250 | 2,950,000 | ||||||||||||||||
Common stock convertible notes, shares | 872,500 | ||||||||||||||||||
Common stock convertible notes, value | $ 791,576 | ||||||||||||||||||
Number warrant issued | 1,022,500 | ||||||||||||||||||
Net proceeds for common stock | $ 10,226 | ||||||||||||||||||
Warrant [Member] | Convertible Debt [Member] | |||||||||||||||||||
Number of shares issued | 150,000 | 2,583,038 | |||||||||||||||||
Share price | $ 0.005 | $ 0.01 | |||||||||||||||||
Number of shares issued, value | $ 93,612 | $ 676,518 | |||||||||||||||||
Number of warrants exercised | 966,536 | ||||||||||||||||||
Convertible notes payable | $ 48,123 | ||||||||||||||||||
Number of cashless warrants exercised | 2,250,000 | ||||||||||||||||||
Warrant [Member] | Convertible Debt One [Member] | |||||||||||||||||||
Number of shares issued | 250,000 | ||||||||||||||||||
Share price | $ 0.005 | ||||||||||||||||||
Number of shares issued, value | $ 226,811 | ||||||||||||||||||
Warrant [Member] | 8% Unsecured Convertible Notes Payable [Member] | |||||||||||||||||||
Number of shares issued | 205,920 | 200,000 | |||||||||||||||||
Warrant exercise price | $ 0.005 | $ 0.01 | $ 0.005 | ||||||||||||||||
Number of warrants exercised | 205,920 | ||||||||||||||||||
Convertible notes payable | $ 400,000 | ||||||||||||||||||
Proceeds from warrant exercise | $ 1,030 | ||||||||||||||||||
Aggregate relative fair value | $ 341,864 | $ 341,864 | |||||||||||||||||
Warrant [Member] | Securities Purchase Agreements [Member] | |||||||||||||||||||
Number of shares issued | 275,000 | ||||||||||||||||||
Warrant [Member] | Eight Accredited Investors [Member] | |||||||||||||||||||
Share price | 1 | ||||||||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||||||||
Warrant [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member] | |||||||||||||||||||
Number of shares in each unit | 1 | 1 | |||||||||||||||||
Warrant exercise price | $ 0.005 | $ 0.01 | |||||||||||||||||
Expiration period | 3 years | 4 years | |||||||||||||||||
Warrant [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member] | Maximum [Member] | |||||||||||||||||||
Warrant exercise price | $ 0.005 | ||||||||||||||||||
Warrant [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member] | Minimum [Member] | |||||||||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||||||||
Warrant [Member] | Trinad Capital [Member] | |||||||||||||||||||
Number of shares issued | 3,352,754 | ||||||||||||||||||
Share price | $ 0.005 | ||||||||||||||||||
Number of shares issued, value | $ 1,661,114 | ||||||||||||||||||
Warrant exercise price | $ 0.005 | ||||||||||||||||||
Proceeds from warrant exercise | $ 16,764 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Number of shares issued | 2,000,000 | ||||||||||||||||||
Share price | $ 1 | ||||||||||||||||||
Number of shares issued, value | $ 2,000 | ||||||||||||||||||
Common stock issued for services | 1,802,000 | ||||||||||||||||||
Common stock issued for services, value | $ 1,802 | ||||||||||||||||||
Common stock convertible notes, shares | 205,918 | ||||||||||||||||||
Common stock convertible notes, value | $ 206 | ||||||||||||||||||
Common Stock [Member] | Subscription Agreement [Member] | |||||||||||||||||||
Share price | 0.50 | ||||||||||||||||||
Common Stock [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member] | |||||||||||||||||||
Number of shares in each unit | 1 | 1 | |||||||||||||||||
Common Stock [Member] | Various Consultants And Advisory Board Members [Member] | |||||||||||||||||||
Common stock issued for services | 901,000 | ||||||||||||||||||
Common stock issued for services, value | $ 856,500 | ||||||||||||||||||
Common Stock [Member] | Various Consultants And Advisory Board Members [Member] | Maximum [Member] | |||||||||||||||||||
Share price | $ 1 | 1 | |||||||||||||||||
Common Stock [Member] | Various Consultants And Advisory Board Members [Member] | Minimum [Member] | |||||||||||||||||||
Share price | $ 0.50 | $ 0.50 | |||||||||||||||||
Common Stock [Member] | Consultants [Member] | |||||||||||||||||||
Common stock issued for services | 1,578,720 | 1,802,000 | |||||||||||||||||
Common stock issued for services, value | $ 2,279,589 | $ 856,500 | |||||||||||||||||
Number of shares issued upon services to related party | 100,000 | ||||||||||||||||||
Number of shares issued upon services to related party, value | $ 167,000 | ||||||||||||||||||
Common Stock [Member] | Consultants [Member] | Maximum [Member] | |||||||||||||||||||
Share price | $ 0.25 | ||||||||||||||||||
Number of shares in each unit | 0.50 | ||||||||||||||||||
Common Stock [Member] | Consultants [Member] | Minimum [Member] | |||||||||||||||||||
Share price | $ 0.50 | ||||||||||||||||||
Number of shares in each unit | 1.67 | ||||||||||||||||||
[1] | Between April 5, 2016 and June 29, 2017, the Company issued ten 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,695,000. The notes are due on various dates through June 29, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 847,500 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 847,500 warrants issued to the noteholders was determined to be $768,893 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $768,893. As a result, the Company recorded a note discount of $1,537,790 to account for the relative fair values of the warrants and the notes' beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During the three months ended June 30, 2017, the Company amortized $295,983 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $1,241,807. As of June 30, 2017, $19,442 of accrued interest was added to the principal balance. | ||||||||||||||||||
[2] | On January 19, 2016, the Company issued three 8% unsecured convertible notes payable to investors (the "Lenders") for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. In addition, the Lenders received 400,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The warrants were exercised during the year ended March 31, 2017. The aggregate relative fair value of the 400,000 warrants issued to the Lender was determined to be $99,915 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount upon issuance and was being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727. On June 6, 2016, the Lenders converted $200,000 of principal and $5,918 of interest into 205,918 shares of the Company's common stock at a conversion price of $1 per share. As the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized a beneficial conversion cost of $136,936. As a result of the conversion, the remaining debt discount of $89,727 was fully amortized to interest expense as of the date of conversion. As an inducement for the conversion, the Lenders were issued 205,920 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The aggregate fair value of the 205,920 warrants issued to the Lenders was $341,864 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.20%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). The value of the warrants of $341,864 was considered as additional interest expense upon their issuance. The warrants were exercised immediately into 205,920 shares of the Company's common stock with net proceeds of $1,030 to the Company. |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 276,243 | $ 225,000 | ||
Cost of revenue | 78,869 | |||
Gross Margin | 197,374 | |||
Operating expenses | ||||
Selling, general and administrative | 2,287,585 | 1,084,886 | 5,349,801 | 3,619,000 |
Related party expenses | 90,000 | 90,000 | 360,000 | 360,000 |
Total operating expenses | 2,377,585 | 1,174,886 | 5,709,801 | 3,979,000 |
Loss from operations | (2,180,211) | (1,174,886) | (5,484,801) | (3,979,000) |
Other income (expense): | ||||
Interest expense, net | (634,949) | (712,268) | (512,152) | (178,498) |
Total other income (expenses) | (634,949) | (629,084) | (8,764,918) | 232,055 |
Net loss | (2,815,160) | $ (1,803,970) | (14,249,719) | (3,746,944) |
Total Assets | 5,243,830 | $ 1,556,205 | $ 5,218,308 | |
Corporate [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | ||||
Cost of revenue | ||||
Gross Margin | ||||
Operating expenses | ||||
Selling, general and administrative | 862,354 | |||
Related party expenses | 90,000 | |||
Total operating expenses | 1,063,347 | |||
Loss from operations | (952,347) | |||
Other income (expense): | ||||
Interest expense, net | (634,949) | |||
Total other income (expenses) | (634,949) | |||
Net loss | (1,587,296) | |||
Total Assets | 1,878,136 | |||
Live Events [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | ||||
Cost of revenue | ||||
Gross Margin | ||||
Operating expenses | ||||
Selling, general and administrative | 921,746 | |||
Related party expenses | ||||
Total operating expenses | 921,746 | |||
Loss from operations | (921,746) | |||
Other income (expense): | ||||
Interest expense, net | ||||
Total other income (expenses) | ||||
Net loss | (921,746) | |||
Total Assets | 43,796 | |||
Ticketing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 276,243 | |||
Cost of revenue | 78,869 | |||
Gross Margin | 197,374 | |||
Operating expenses | ||||
Selling, general and administrative | 503,492 | |||
Related party expenses | ||||
Total operating expenses | 503,492 | |||
Loss from operations | (306,118) | |||
Other income (expense): | ||||
Interest expense, net | ||||
Total other income (expenses) | ||||
Net loss | (306,118) | |||
Total Assets | $ 3,321,899 |
Income Tax Provision (Details)
Income Tax Provision (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Income Tax Provision [Abstract] | ||
Net operating loss carryforward | $ 6,152,000 | $ 2,708,000 |
Stock-based compensation | 912,000 | 343,000 |
Impairment of note receivable | 85,000 | |
Loss on sale of investment in OCHL | 1,116,000 | |
Equity in earnings of OCHL | (53,000) | (164,000) |
Total deferred tax assets | 8,212,000 | 2,887,000 |
Valuation allowance | (8,212,000) | (2,887,000) |
Net deferred tax asset |
Income Tax Provision (Details 1
Income Tax Provision (Details 1) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Provision [Abstract] | ||
U.S federal statutory income tax | (34.00%) | (34.00%) |
State tax, net of federal tax benefit | (5.80%) | (5.80%) |
Permanent differences | (65.52%) | |
Change in valuation allowance | 105.32% | 39.80% |
Effective tax rate | 0.00% | 0.00% |
Income Tax Provision (Details T
Income Tax Provision (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards expire date | Dec. 31, 2037 | |
Federal [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 15.4 | $ 15.4 |
State [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 6.8 | $ 6.8 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Current Assets | |||||
Cash and cash equivalents | $ 1,514,513 | $ 1,477,229 | $ 76,613 | $ 36,898 | $ 36,121 |
Prepaid expense | 90,000 | 21,569 | 15,995 | ||
Total Current Assets | 1,719,201 | 1,498,798 | 52,893 | ||
Other Assets | |||||
Property and equipment, net | 149,636 | 57,407 | 62,569 | ||
Total Assets | 5,243,830 | 1,556,205 | 5,218,308 | ||
Current Liabilities: | |||||
Accounts payable and accrued liabilities | 858,632 | 542,035 | 481,412 | ||
Note payable | 277,270 | 262,040 | |||
Note payable, shareholder | 3,657,015 | 3,603,446 | 2,784,000 | ||
Current portion of unsecured convertible notes, net of discount | 685,214 | 67,858 | |||
Services payable, related party | 239,080 | 1,000,000 | |||
Total Current Liabilities | 5,692,157 | 4,729,689 | 4,877,311 | ||
Unsecured convertible notes - related party, net of discount | 19,107 | 11,668 | |||
Unsecured convertible notes, net of discount and current portion | 330,043 | 220,540 | 110,273 | ||
Total Liabilities | 6,041,307 | 4,961,897 | 4,987,584 | ||
Stockholders' Deficit: | |||||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding | |||||
Common stock, $0.001 par value; 500,000,000 shares authorized; 105,996,974 shares issued and outstanding. | 107,949 | 103,997 | 91,997 | ||
Additional paid in capital | 30,005,624 | 24,586,201 | 13,984,898 | ||
Accumulated deficit | (30,911,050) | (28,095,890) | (13,846,171) | ||
Total stockholders' deficit | (797,477) | (3,405,692) | 230,724 | $ 2,403,311 | |
Total Liabilities and Stockholders' Deficit | $ 5,243,830 | 1,556,205 | $ 5,218,308 | ||
Pro Forma [Member] | |||||
Current Assets | |||||
Cash and cash equivalents | 1,477,229 | ||||
Prepaid expense | 21,569 | ||||
Total Current Assets | 1,498,798 | ||||
Other Assets | |||||
Property and equipment, net | 175,407 | ||||
Intangibles | 3,222,000 | ||||
Total Assets | 4,896,205 | ||||
Current Liabilities: | |||||
Accounts payable and accrued liabilities | 542,035 | ||||
Note payable | 277,270 | ||||
Note payable, shareholder | 3,603,446 | ||||
Current portion of unsecured convertible notes, net of discount | 67,858 | ||||
Services payable, related party | 239,080 | ||||
Total Current Liabilities | 4,729,689 | ||||
Unsecured convertible notes - related party, net of discount | 11,668 | ||||
Unsecured convertible notes, net of discount and current portion | 220,540 | ||||
Total Liabilities | 4,961,897 | ||||
Stockholders' Deficit: | |||||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding | |||||
Common stock, $0.001 par value; 500,000,000 shares authorized; 105,996,974 shares issued and outstanding. | 105,997 | ||||
Additional paid in capital | 27,924,201 | ||||
Accumulated deficit | (28,095,890) | ||||
Total stockholders' deficit | (65,692) | ||||
Total Liabilities and Stockholders' Deficit | $ 4,896,205 |
Subsequent Events (Details 1)
Subsequent Events (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | $ 276,243 | $ 225,000 | ||
Cost of revenue | 78,869 | |||
Gross profit | 197,374 | |||
Operating expenses: | ||||
Selling, general and administrative | 2,287,585 | 1,084,886 | 5,349,801 | 3,619,000 |
Related party expenses | 90,000 | 90,000 | 360,000 | 360,000 |
Total operating expenses | 2,377,585 | 1,174,886 | 5,709,801 | 3,979,000 |
Loss from operations | (2,180,211) | (1,174,886) | (5,484,801) | (3,979,000) |
Other income (expense) | ||||
Interest expense, net | (634,949) | (712,268) | (512,152) | (178,498) |
Other income | 6,667 | |||
Fair value of warrants issued for note extension and inducement to convert | 2,002,977 | |||
Earnings from investment in OCHL | 83,184 | 132,832 | 410,553 | |
Fair value of warrants and beneficial conversion feature on debt conversion | 3,248,948 | |||
Fair value of beneficial conversion feature | 136,936 | |||
Impairment of note receivable - related party | 213,331 | |||
Loss on sale of investment in OCHL | (2,790,073) | |||
Total other income (expense) | (634,949) | (629,084) | (8,764,918) | 232,055 |
Net loss | $ (2,815,160) | $ (1,803,970) | $ (14,249,719) | $ (3,746,944) |
Net Loss per common share - basic and diluted | $ (0.03) | $ (0.02) | $ (0.15) | $ (0.04) |
Weighted average common shares - basic and diluted | 106,584,364 | 92,596,918 | 97,596,206 | 90,082,796 |
Pro Forma [Member] | ||||
Revenue | $ 386,020 | $ 979,000 | $ 3,972,000 | $ 5,744,000 |
Cost of revenue | 91,891 | 247,000 | 1,147,000 | 2,052,000 |
Gross profit | 294,129 | 732,000 | 2,825,000 | 3,692,000 |
Operating expenses: | ||||
Selling, general and administrative | 2,406,949 | 1,869,886 | 9,479,801 | 7,297,000 |
Related party expenses | 90,000 | 90,000 | 360,000 | 360,000 |
Total operating expenses | 2,496,949 | 1,959,886 | 9,839,801 | 7,657,000 |
Loss from operations | (2,202,820) | (1,227,886) | (7,014,801) | (3,965,000) |
Other income (expense) | ||||
Interest expense, net | (634,949) | (701,268) | (497,152) | (218,498) |
Other income | 6,667 | |||
Fair value of warrants issued for note extension and inducement to convert | (2,002,977) | |||
Earnings from investment in OCHL | 83,184 | 132,832 | 410,553 | |
Fair value of warrants and beneficial conversion feature on debt conversion | (3,248,948) | |||
Fair value of beneficial conversion feature | (136,936) | |||
Impairment of note receivable - related party | (213,331) | |||
Loss on sale of investment in OCHL | (2,790,073) | |||
Total other income (expense) | (634,949) | (618,084) | (8,749,918) | 192,055 |
Net loss | $ (2,837,769) | $ (1,845,970) | $ (15,764,719) | $ (3,772,945) |
Net Loss per common share - basic and diluted | $ (0.03) | $ (0.02) | $ (0.16) | $ (0.04) |
Weighted average common shares - basic and diluted | 106,584,364 | 92,596,918 | 99,596,206 | 92,082,796 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) | May 05, 2017USD ($)Officersshares | Jun. 10, 2016USD ($)$ / sharesshares | Sep. 30, 2017USD ($)TradingDays$ / sharesshares | Sep. 06, 2017USD ($) | Aug. 31, 2017USD ($)TradingDays$ / sharesshares | Aug. 25, 2017USD ($) | May 31, 2017USD ($)Officers$ / sharesshares | Apr. 30, 2017USD ($)Officersshares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | May 31, 2017USD ($)$ / shares | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares |
Number of shares issued, value | $ 3,340,000 | $ 3,340,000 | |||||||||||
Warrants to purchase common stock | shares | 0 | 150,000 | 3,600,000 | ||||||||||
Warrant exercise price | $ / shares | $ 0.01 | $ 1.67 | $ 0.005 | ||||||||||
Proceeds from Related Party Debt | $ 50,000 | $ 105,000 | |||||||||||
Percentage of equity financing | 50.00% | ||||||||||||
Fair value of warrants | $ 1,447,066 | ||||||||||||
Business acquisition, description | The Company is obligated under three licenses, production and/or distribution agreements to make guaranteed payments as follows: $700,000 for the fiscal year ended March 31, 2018, and $475,000 for the fiscal year ended March 31, 2019. The agreements also provide for a revenue share of 35-50% of capital and net revenues. In addition, there are two other agreements that provide for a revenue share of 50% on net revenues, but no guaranteed payments. | ||||||||||||
Subsequent event, description | Subsequent to June 30, 2017, the Company issued 147,123 shares of its common stock valued at $245,695 to various consultants. The Company valued these shares at $1.67 per share, the most recent price of the sale of its common stock near the date of grant. | ||||||||||||
Third Officer [Member] | |||||||||||||
Common stock granted shares | shares | 400,000 | 400,000 | |||||||||||
Employment Agreements [Member] | First Tranche [Member] | |||||||||||||
Shares vested | shares | 200,000 | 200,000 | |||||||||||
Description of shares vesting | Remaining number of shares vesting monthly thereafter, with 100% vesting over the 24-month term of the employment agreement. | Remaining number of shares vesting monthly thereafter, with 100% vesting over the 24-month term of the employment agreement. | |||||||||||
Employment Agreements [Member] | Officer [Member] | |||||||||||||
Officers annual salary | $ 120,000 | $ 120,000 | |||||||||||
Officers annual salary term | 2 years | 2 years | |||||||||||
Number of officers | Officers | 2 | 2 | |||||||||||
Common stock granted value | $ 501,000 | $ 501,000 | |||||||||||
Common stock granted shares | shares | 300,000 | 300,000 | |||||||||||
Bonus received | $ 100,000 | ||||||||||||
Employment Agreements [Member] | Second Officer [Member] | |||||||||||||
Number of shares issued, value | $ 668,000 | 668,000 | |||||||||||
Officers annual salary | $ 180,000 | $ 180,000 | |||||||||||
Officers annual salary term | 2 years | 2 years | |||||||||||
Number of officers | Officers | 2 | 2 | |||||||||||
Common stock granted value | $ 501,000 | $ 501,000 | |||||||||||
Common stock granted shares | shares | 300,000 | 300,000 | |||||||||||
Bonus received | $ 100,000 | $ 100,000 | |||||||||||
Bonus received shares | shares | 2,000,000 | 2,000,000 | |||||||||||
Management Agreement [Member] | |||||||||||||
Related party due services payable | $ 1,000,000 | ||||||||||||
Debt term | 3 years | ||||||||||||
6% Unsecured Convertible Note Payables [Member] | |||||||||||||
Purchase price per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||
Unsecured Convertible Notes Payable [Member] | |||||||||||||
Total gross proceeds from securities | $ 5,000,000 | ||||||||||||
Warrants to purchase common stock | shares | 797,500 | ||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | ||||||||||||
Total cash principal | $ 1,595,000 | ||||||||||||
Fair value of warrants | $ 723,533 | ||||||||||||
Conversion price, description | As of the issuance dates of these notes, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company expects to recognize a beneficial conversion feature of $723,533. | ||||||||||||
Trinad Capital [Member] | Senior Notes [Member] | |||||||||||||
Proceeds from Related Party Debt | 95,100 | ||||||||||||
Accredited Investors [Member] | |||||||||||||
Total gross proceeds from securities | $ 1,250,000 | $ 1,250,000 | |||||||||||
Number of shares issued | shares | 250,000 | ||||||||||||
Purchase price per share (in dollars per share) | $ / shares | $ 5 | ||||||||||||
Investor [Member] | |||||||||||||
Number of shares issued | shares | 947,500 | ||||||||||||
Number of shares issued, value | $ 9,475 | ||||||||||||
Warrants to purchase common stock | shares | 947,500 | ||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | ||||||||||||
Total consideration of common stock | shares | 737,500 | ||||||||||||
Consultants [Member] | |||||||||||||
Share price | $ / shares | $ 1.67 | ||||||||||||
Institutional Investor [Member] | |||||||||||||
Total gross proceeds from securities | $ 5,000,000 | ||||||||||||
Wantickets [Member] | |||||||||||||
Number of shares issued | shares | 2,000,000 | ||||||||||||
Wantickets [Member] | Officer [Member] | |||||||||||||
Officers annual salary | $ 220,000 | ||||||||||||
Officers annual salary term | 2 years | ||||||||||||
Number of officers | Officers | 2 | ||||||||||||
Wantickets [Member] | Other Officer [Member] | |||||||||||||
Officers annual salary | $ 160,000 | ||||||||||||
Common stock granted shares | shares | 15,000 | ||||||||||||
Wantickets [Member] | Letter Agreement [Member] | |||||||||||||
Description of notes due | Net income of $3 million in the twelve months following the effective date of his employment agreement or net income of $4 million in the twelve months thereafter. | ||||||||||||
Total consideration of common stock | shares | 2,000,000 | ||||||||||||
Business acquisition, description | Pursuant to the APA and the Letter Agreement, dated as of May 5, 2017 (the "Letter Agreement"), entered into among the Company, LXL Tickets and Mr. Schnaier, the parties agreed that, commencing May 5, 2017, Mr. Schnaier will promptly pay for all of LXL Tickets' net losses of its business for each calendar month (or pro rata thereof), up to a total of $100,000 per month, and for any liabilities exceeding $100,000 in the aggregate that arose from April 1, 2017 to May 5, 2017 (inclusive), until the earlier of (x) such time as a public offering is consummated or (b) May 5, 2018 (such earlier date as between clause (x) and (y). | ||||||||||||
Subsequent Event [Member] | Andy Schuon [Member] | First Tranche [Member] | |||||||||||||
Shares vested | shares | 2,500,000 | ||||||||||||
Subsequent Event [Member] | Andy Schuon [Member] | Second Tranche [Member] | |||||||||||||
Share price | $ / shares | $ 10 | ||||||||||||
Shares vested | shares | 500,000 | ||||||||||||
Trading days | TradingDays | 90 | ||||||||||||
Subsequent Event [Member] | Employment Agreements [Member] | Andy Schuon [Member] | |||||||||||||
Warrants to purchase common stock | shares | 3,000,000 | ||||||||||||
Share price | $ / shares | $ 0.55 | ||||||||||||
Officers annual salary term | 3 years | ||||||||||||
Bonus received | $ 250,000 | ||||||||||||
Annual salary | 25,000 | ||||||||||||
Monthly rate | $ 25,000 | ||||||||||||
Employment termination, description | (i) we will pay certain accrued obligations and prior year bonus amounts, if any; (ii) we will continue to pay Mr. Schuon his base salary for a period from the termination date through the lesser of twelve months or the period through and inclusive of the last day of the three-year term of the employment agreement; and (iii) Mr. Schuon's unvested options and other equity awards shall automatically accelerate and become vested and exercisable for a period of twelve months from the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award, and all restrictions on such equity awards shall automatically and immediately lapse. Mr. Schuon's employment agreement contains covenants for the benefit of our Company relating to non-competition during the term of his employment and protection of our confidential information, customary representations and warranties and indemnification obligations. | ||||||||||||
Subsequent Event [Member] | Employment Agreements [Member] | Jerome Gold [Member] | |||||||||||||
Warrants to purchase common stock | shares | 1,000,000 | ||||||||||||
Share price | $ / shares | $ 0.55 | ||||||||||||
Officers annual salary term | 3 years | ||||||||||||
Bonus received | $ 250,000 | ||||||||||||
Annual salary | $ 12,000 | ||||||||||||
Employment termination, description | (i) we will pay certain accrued obligations and prior year bonus amounts, if any; (ii) we will continue to pay Mr. Gold his base salary for a period from the termination date through the lesser of twelve months or the period through and inclusive of the last day of the three-year term of the employment agreement; and (iii) Mr. Gold's unvested options and other equity awards shall automatically accelerate and become vested and exercisable for a period of twelve months from the termination date, but in all events no later than the end of the applicable term for each such award, and all restrictions on such equity awards shall automatically and immediately lapse. Mr. Gold's employment agreement contains covenants for the benefit of our Company relating to non-competition during the term of his employment and protection of our confidential information, customary representations and warranties and indemnification obligations. | ||||||||||||
Increase of annual salary | $ 400,000 | ||||||||||||
Subsequent Event [Member] | Ellin Employment Agreement [Member] | |||||||||||||
Warrants to purchase common stock | shares | 3,500,000 | ||||||||||||
Officers annual salary term | 5 years | ||||||||||||
Shares vested | shares | 500,000 | ||||||||||||
Description of shares vesting | The first tranche of 2,000,000 shares (the "Ellin Service Options") shall vest in one-twelfth increments every three months from the effective date of the employment agreement through the end of the three-year term of his employment agreement. Such tranche of shares shall become exercisable one (1) year after the date such tranche shall vest. In the event of a Change of Control (as defined therein), any unvested portion of the Ellin Service Options shall vest and become exercisable effective immediately prior to such event. The second tranche of 1,500,000 shares shall 100% vest if prior to the third anniversary of the effective date of the employment agreement the shares of the Company's common stock shall have traded at a price of $10.00 per share or more for a period of 90 consecutive trading days during which an average of at least 500,000 shares are traded per day (the "Ellin Performance Options"). | ||||||||||||
Annual salary | $ 650,000 | ||||||||||||
Employment termination, description | Mr. Ellin's employment is terminated by us without "Cause" or by Mr. Ellin for "Good Reason" (each as defined in his employment agreement, subject to the Company's right to cure), he will be entitled to termination benefits, pursuant to which (i) the Company will pay to Mr. Ellin certain accrued obligations and prior year bonus amounts, if any; (ii) subject to timely execution of a release pursuant to his employment agreement and compliance with the terms thereof, the Company will pay Mr. Ellin a one-time payment of $10,000,000; (iii) Mr. Ellin's unvested options and other equity awards (other than the Ellin Performance Options) shall automatically accelerate and become vested and exercisable for a period of 12 months from the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award, and all restrictions on such equity awards shall automatically and immediately lapse, and (iv) the Ellin Performance Options shall continue to vest if, and only if, the performance criteria specified above for the vesting of Ellin Performance Options are satisfied during the 12-month period following the termination date. | ||||||||||||
Subsequent Event [Member] | Ellin Employment Agreement [Member] | Mr Ellin [Member] | First Tranche [Member] | |||||||||||||
Shares vested | shares | 2,000,000 | ||||||||||||
Subsequent Event [Member] | Ellin Employment Agreement [Member] | Mr Ellin [Member] | Second Tranche [Member] | |||||||||||||
Share price | $ / shares | $ 10 | ||||||||||||
Shares vested | shares | 1,500,000 | ||||||||||||
Trading days | TradingDays | 90 | ||||||||||||
Subsequent Event [Member] | Slacker Agreement [Member] | |||||||||||||
Common stock aggregate purchase price | $ 50,000,000 | ||||||||||||
Common stock aggregate purchase price consisting | 44,000,000 | ||||||||||||
Common stock purchase price of cash | 6,000,000 | ||||||||||||
Insurance premium cost transaction expenses | 5,000,000 | ||||||||||||
Net working capital | $ 225,000 | ||||||||||||
Subsequent Event [Member] | SNAP Agreement [Member] | |||||||||||||
Common stock aggregate purchase price | $ 34,000,000 | ||||||||||||
Common stock aggregate purchase price consisting | 20,400,000 | ||||||||||||
Common stock purchase price of cash | 13,600,000 | ||||||||||||
Termination fee | 2,900,000 | ||||||||||||
Cash on hand | $ 1,000,000 |