Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2017 | Feb. 12, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | LiveXLive Media, Inc. | |
Entity Central Index Key | 1,491,419 | |
Trading Symbol | LIVX | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 50,490,615 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 |
Current Assets | ||
Cash and cash equivalents (including $2,390,295 of restricted cash as of December 31, 2017) | $ 13,753,523 | $ 1,477,229 |
Accounts receivable, net of allowance of $20,571 | 3,339,044 | |
Prepaid expense and other assets | 539,822 | 21,569 |
Deferred costs | 457,918 | |
Total Current Assets | 18,090,307 | 1,498,798 |
Other Assets | ||
Fixed assets, net | 439,164 | 57,407 |
Cost in excess of acquired net assets from Slacker acquisition | 50,573,609 | |
Investment in affiliate | 15,000 | |
Other assets | 38,929 | |
Total Assets | 69,157,009 | 1,556,205 |
Current Liabilities | ||
Accounts payable | 3,147,787 | 542,035 |
Accrued liabilities | 1,176,194 | |
Accrued royalties | 13,823,953 | |
Note payable | 289,934 | 277,270 |
Bank debt | 2,240,295 | |
Deferred revenue | 1,532,985 | |
Due to related parties | 96,601 | |
Convertible note payable, shareholder | 3,907,520 | 3,603,446 |
Unsecured convertible notes - related party, net of discount | 54,208 | |
Unsecured convertible notes, net of discount | 2,104,342 | 67,858 |
Services payable, related party | 239,080 | |
Total Current Liabilities | 28,373,819 | 4,729,689 |
Unsecured convertible notes - related party, net of discount and current maturities | 11,668 | |
Unsecured convertible notes, net of discount and current maturities | 220,540 | |
Total Liabilities | 28,373,819 | 4,961,897 |
Stockholders' Equity (Deficit) | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.001 par value; 500,000,000 shares authorized; 49,542,633 and 34,665,780 shares issued and outstanding, respectively | 49,542 | 34,666 |
Additional paid in capital | 82,665,179 | 24,655,532 |
Accumulated deficit | (41,931,531) | (28,095,890) |
Total stockholders' equity (deficit) | 40,783,190 | (3,405,692) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 69,157,009 | $ 1,556,205 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Restricted cash | $ 2,390,295 | |
Accounts receivable, net of allowance | $ 20,571 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 49,542,633 | 34,665,780 |
Common stock, outstanding | 49,542,633 | 34,665,780 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 80,263 | $ 225,000 | ||
Operating expenses: | ||||
Selling, general and administrative | 2,617,582 | 1,259,297 | 7,449,666 | 3,786,840 |
Related party expenses | 90,000 | 90,000 | 270,000 | 270,000 |
Total operating expenses | 2,707,582 | 1,349,297 | 7,719,666 | 4,056,840 |
Loss from operations | (2,707,582) | (1,349,297) | (7,639,403) | (3,831,840) |
Other income (expense): | ||||
Interest expense, net | (900,625) | (257,372) | (2,294,409) | (437,733) |
Fair value of warrants issued for note extension and inducement to convert | (2,002,977) | |||
Earnings from investment in affiliate | 69,163 | 132,832 | ||
Impairment loss | (213,331) | (213,331) | ||
Loss on sale of investment in affiliate | (2,790,073) | (2,790,073) | ||
Total other income (expense) | (900,625) | (3,191,613) | (2,294,409) | (5,311,282) |
Loss from continuing operations | (3,608,207) | (4,540,910) | (9,933,812) | (9,143,122) |
Loss from disposal of LXL Tickets | (2,786,300) | (2,786,300) | ||
Loss from discontinued operations | (323,948) | (1,115,529) | ||
Loss from discontinued operations | (3,110,248) | (3,901,829) | ||
Net loss | $ (6,718,455) | $ (4,540,910) | $ (13,835,641) | $ (9,143,122) |
Net loss per share from continuing operation - basic and diluted | $ (0.10) | $ (0.14) | $ (0.27) | $ (0.29) |
Net loss per share from discontinued operations - basic and diluted | (0.09) | (0.11) | ||
Net loss per share - basic and diluted | $ (0.19) | $ (0.14) | $ (0.38) | $ (0.29) |
Weighted average common shares - basic and diluted | 36,543,179 | 33,485,593 | 36,030,900 | 32,029,142 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - 9 months ended Dec. 31, 2017 - USD ($) | Total | Common stock | Additional Paid in Capital | Accumulated Deficit |
Balance at Mar. 31, 2017 | $ (3,405,692) | $ 34,666 | $ 24,655,532 | $ (28,095,890) |
Balance, shares at Mar. 31, 2017 | 34,665,780 | |||
Fair value of shares issued for services to consultants | 1,665,076 | $ 383 | 1,664,693 | |
Fair value of shares issued for services to consultants, shares | 383,335 | |||
Fair value of shares issued for services to employees | 401,943 | $ 233 | 401,710 | |
Fair value of shares issued for services to employees, shares | 233,334 | |||
Shares issued upon exercise of warrants | 14,626 | $ 791 | 13,835 | |
Shares issued upon exercise of warrants, shares | 790,836 | |||
Shares issued for Wantickets assets acquisition | 3,340,000 | $ 667 | 3,339,333 | |
Shares issued for Wantickets assets acquisition, shares | 666,667 | |||
Fair value of warrants and beneficial conversion features recorded as valuation discount | 2,764,187 | 2,764,187 | ||
Proceeds from offering of common shares, net of costs | 16,815,822 | $ 5,000 | 16,810,822 | |
Proceeds from offering of common shares, net of costs, shares | 5,000,000 | |||
Shares issued for Slacker acquisition | 31,210,724 | $ 7,802 | 31,202,922 | |
Shares issued for Slacker acquisition, shares | 7,802,681 | |||
Fair value of options issued to employees | 1,812,145 | 1,812,145 | ||
Net loss | (13,835,641) | (13,835,641) | ||
Balance at Dec. 31, 2017 | $ 40,783,190 | $ 49,542 | $ 82,665,179 | $ (41,931,531) |
Balance, shares at Dec. 31, 2017 | 49,542,633 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (13,835,641) | $ (9,143,122) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 571,915 | 18,043 |
Loss from disposal of LXL Tickets | 2,786,300 | |
Common stock issued for services to consultants | 1,665,076 | 1,031,232 |
Common stock issued for services to employees | 401,943 | |
Fair value of options issued to employees | 1,812,145 | |
Amortization of debt discount | 1,975,002 | 115,398 |
Fair value for beneficial conversion feature | 136,936 | |
Fair value for warrants issued for note extension and inducement to convert | 2,002,978 | |
Equity in earnings of affiliate | (132,832) | |
Loss on sale of investment in affiliate | 2,790,073 | |
Impairment of note receivable - related party | 213,331 | |
Changes in operating assets and liabilities: | ||
(Increase)/Decrease in prepaid expenses and other current assets | (333,199) | 3,055 |
(Decrease)/Increase in accrued interest | 319,407 | 188,279 |
(Decrease)/Increase in due to related party | 96,601 | |
(Decrease)/Increase in services payable- related party | (239,080) | |
(Decrease)/Increase in accounts payable and accrued liabilities | 1,448,665 | 196,100 |
Net cash used in operating activities | (3,280,866) | (2,580,529) |
Cash Flows from Investing Activities: | ||
Purchases of fixed assets | (18,953) | |
Other asset | (15,000) | |
Sale of investment in OCHL | 2,182,274 | |
Cash paid in acquisition of Slacker | (2,500,000) | |
Cash acquired from acquisition of Slacker | 263,379 | |
Net cash (used in) provided by investing activities | (2,251,621) | 2,163,321 |
Cash Flows from Financing Activities | ||
Proceeds from notes payable, related party | 820,100 | |
Repayment of note payable, related party | (450,000) | |
Proceeds from convertible notes | 1,695,000 | 705,000 |
Repayment of convertible notes | (55,000) | |
Proceeds from convertible notes, related party | 950,000 | |
Proceeds from warrant exercise | 14,626 | 26,293 |
Net proceeds from offering | 16,815,822 | |
Proceeds from issuance of common stock | 1,375,000 | |
Repayment of term loan at acquisition of Slacker | (1,666,667) | |
Repayment of loans, related party | 57,376 | |
Net cash provided by financing activities | 17,808,781 | 2,478,769 |
Net increase in cash | 12,276,294 | 2,061,561 |
Cash, beginning of period | 1,477,229 | 36,898 |
Cash, end of period | 13,753,523 | 2,098,459 |
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 | 2,764,187 | |
Fair value of warrants recorded as valuation discount | 320,423 | |
Common stock issued upon conversion of note payable | 205,918 | |
Fair value of common stock of $31,210,724 issued in Slacker acquisition allocated to: | ||
Current assets | 4,245,386 | |
Fixed assets | 399,971 | |
Cost in excess of net assets acquired | 48,073,609 | |
Other asset | 38,929 | |
Current liabilities | (17,640,219) | |
Bank debt | (3,906,962) | |
Fair value of common stock of $3,340,000 issued upon Wantickets acquisition allocated to: | ||
Fixed assets | 109,000 | |
Intangible assets | 1,909,700 | |
Goodwill | $ 1,321,300 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 9 Months Ended |
Dec. 31, 2017USD ($) | |
Statement of Cash Flows [Abstract] | |
Fair value of common stock issued to slacker | $ 31,210,724 |
Fair value of common stock issued upon wantickets | $ 3,340,000 |
Organization, Operations and Ba
Organization, Operations and Basis of Presentation | 9 Months Ended |
Dec. 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. 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 (“Loton”) with and into LiveXLive Media, Inc., a Delaware corporation and Loton’s wholly owned subsidiary. As a result of the reincorporation merger, Loton ceased to exist as a separate entity, with LiveXLive Media, Inc. being the surviving entity. As part of the reincorporation, Loton changed its name to LiveXLive Media, Inc. (the “Company,” “we,” “us,” or “our”). 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 a consolidated group of premier media brands and technology assets that create a social media ecosystem for music, including the LiveXLive platform. LiveXLive is one of the world’s only premium streaming services devoted to live music and music-related video content, delivering live streamed and premium, on demand original content to nearly any internet-connected screen. Since its launch in 2015, LiveXLive 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, Outside Lands Music and Arts Festival and Hangout Music 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, Metallica, Duran Duran, Radiohead, Chance The Rapper, Bruce Springsteen, Major Lazer and Maroon 5. The Company’s businesses also include Slacker Radio and social media influencer venture LiveXLive Influencers. Slacker, which the Company acquired on December 29, 2017 (see Note 4), is a key innovator in the streaming music space. Slacker represents the next-generation of personalized radio, enabling music lovers to choose from the broadest selection of human-curated stations personalized to their independent tastes. Its proven programming and personalization platform boasts a catalog of more than 13 million audio tracks from all three major music companies and many independent labels. Slacker has approximately 1.5 million monthly unique users and more than 400,000 subscribers on its paid and ad-supported platforms. Additionally, Slacker has hundreds of expertly programmed stations, including news, sports, and talk from ABC News, ESPN and others. Slacker also powers the streaming music experiences for global brands including Tesla and Samsung. The Company is headquartered in Beverly Hills, CA. 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 Company’s 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 and nine months ended December 31, 2017 are not necessarily indicative of the results to be expected for the entire fiscal year ended March 31, 2018 or for any other period. Stock Splits In September 2016, the Company effected a 2-for-1 forward stock split of the Company’s common stock in the form of a dividend. In October 2017, the Company effected a 1-for-3 reverse stock split of the Company’s common stock. All share and pre-share amounts have been restated as of the earliest period presented to reflect the reverse stock split. Going Concern and Liquidity 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 include elsewhere herein, the Company incurred a net loss of $13,835,641, and utilized cash of $3,280,866 in operating activities for the period ended December 31, 2017, and had a working capital deficiency of $10,283,512 as of December 31, 2017. 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 is focused on bringing the Company to profitability through anticipated significant increase in revenue generated from normal operations. Revenue increases are expected to be achieved through new product introductions in conjunction with new customers and enhanced monetization of the Company’s advertising supported free service, subscriptions and licensing revenues. As noted below, the Company believes it now has raised sufficient funds to implement its plan. Although the Company expects to increase revenues and profitability, as well as to generate cash flows from operations given the additional equity, there can be no assurance that the Company will achieve its anticipated revenue increases or positive cash flows or that the Company will be able to obtain other sources of funding, if at all, or on the terms acceptable to the Company. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classifications of liabilities that could result should the Company be unable to continue as a going concern. Subsequent to the issuance of its 2017 Annual Report which contained the going concern qualification referred to above, the Company completed a public offering of 5,500,000 of its shares of common stock at the price of $4.00 per share, receiving gross proceeds of $22,000,000. Based on the receipt of these funds, the Company believes is has adequate capital to operate pursuant to its business plan through June 30, 2019. The Company has no plans to seek additional capital at this time as it believes it has funds for its operations through that date. |
Significant Accounting Policies
Significant Accounting Policies and Practices | 9 Months Ended |
Dec. 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: Internet Radio The Company’s revenues from internet radio (through Slacker’s operations) consist of revenues from online credit card sales of Internet radio service subscriptions, subscriptions sold via mobile phone carriers via direct billing arrangements, and advertising. Radio and Phone Carrier Subscription Revenue — Radio subscription revenue is recognized ratably over the term of the underlying subscription agreement. Radio subscription revenue sold via mobile phone carriers is recognized net of the amount mobile phone carriers earn on each transaction. Management has assessed the criteria of reporting carrier revenue gross or net and has determined that the Company is not the primary obligor. Therefore, carrier revenue is recorded net of carrier costs. Subscription payments collected in advance of meeting revenue recognition criteria are reflected as deferred revenue along with the costs related to such payments. Advertising Revenue — Advertising revenue is recognized based on an estimate calculated using the number of impressions served and a range of rates based on the type of impression served. Estimated amounts do not vary significantly from actual amounts based on historical observation. 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. The Company recorded an impairment loss on intangible and other long-lived assets totaling $1,465,000 for the nine months ended December 31, 2017 that was due to the discontinued operations of LiveXLive Tickets, Inc. (see Note 3). Goodwill In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 (its fiscal year end). 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 recorded an impairment loss on goodwill of $1,321,300 for the nine months ended December 31, 2017 that was due to the discontinued operations of LiveXLive Tickets, Inc. (see Note 3). 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. Concentration of Credit Risk The Company maintains cash balances at a single commercial bank. Cash balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to any significant credit risk with respect to such cash and cash equivalents. Restricted Cash Restricted cash consists of cash pledged as collateral for credit card processing of $150,000 and as collateral for a revolving line of credit of $2,240,295. As of December 31, 2017, we had $2,390,295 in restricted cash that was not insured by the FDIC. Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts reflecting management’s estimate of losses associated with granting credit terms to customers. Management determines the allowance based on its analysis of the specific customer accounts and an assessment of the customers’ ability to meet its financial obligations, as well as historical experience. Receivables are written off in the period that they are deemed uncollectible. Content Acquisition Costs Content acquisition costs principally consist of royalties paid for the right to stream music and non music content to the Company’s listeners. Royalties are calculated using negotiated rates documented in content license agreements and are based on usage measures or revenue earned. Music royalties to record labels, professional rights organizations and music publishers relate to the consumption of music listened to on Slacker’s radio services. As of December 31, 2017, the Company accrued $13,823,953 of royalties due to artists from use of Slacker’s radio services. Service Delivery Costs Service delivery costs consist of the infrastructure costs related to content streaming, maintaining the Company’s service, revenue share costs paid to mobile phone carriers for free listeners and serving advertisement impressions through third party ad serving technology providers. As of December 31, 2017, the Company had accrued $1,420,782 of delivery costs due for infrastructure costs and are included in accounts payable and accrued liabilities on the accompanying balance sheet. 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 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 % Slacker, Inc. Delaware November 21, 2003 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. Stock-Based Compensation The Company periodically issues stock-based compensation to employees and non-employees in non-capital raising transactions for services. 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 at the time of the grant. 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 recorded as an expense in the period it is issued. Recently the Company issued equity awards that vest based on market conditions and recognizes expense for those awards ratably over the vesting period regardless of whether the market condition is satisfied. The fair value of the Company’s stock options 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 options, 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 December 31, 2017 and March 31, 2017, the Company had 0 and 50,000 warrants, and 1,833,334 and 0 stock options outstanding, respectively, and 2,669,682 and 1,009,442 shares potentially 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. 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 January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 primarily affects equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Among other things, this new guidance requires certain equity investments to be measured at fair value with changes in fair value recognized in net income. This standard is effective for reporting periods beginning after December 15, 2017, with certain provisions allowing for early adoption. The Company will adopt the provisions of this statement in the quarter beginning April 1, 2018. 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. 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 adoption of ASU 2017-11 does not have a material impact on the Company’s financial statements and related disclosures. On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, providing specific guidance on the cash flow classification and presentation of changes in restricted cash and restricted cash equivalents. The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents (collectively “Cash”). Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flow. The amendments in ASU 2016-18 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard on its condensed consolidated financial statements. 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. |
Acquisition of Wantickets' Asse
Acquisition of Wantickets' Assets | 9 Months Ended |
Dec. 31, 2017 | |
Acquisition of Wantickets' Assets/Acquisition of Slacker [Abstract] | |
Acquisition of Wantickets' Assets | Note 3 – 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 666,667 shares of common stock of the Company valued at $3,340,000 ($5.01 per share). 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 666,667 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, 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 December 27, 2017 (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 December 31, 2017, pursuant to the APA and the Letter Agreement, Mr. Schnaier had paid $153,631 to LXL Tickets, which also constituted Loaned Funds, and owed LXL Tickets $105,085 as his Payment Obligation, subject to the Company potentially offsetting such Loaned Funds against other payment obligations that Mr. Schnaier may owe to LXL Tickets and/or the Company. 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 the Company. The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company completed an 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 During the quarter ended December 31, 2017, management of the Company made the decision to shut down the operations of LXL Tickets effective December 31, 2017. Management concluded that the operations of LXL Tickets were not going to improve due to decreased consumer demand for nightlife and concert events and since LXL Tickets was no longer providing ticketing services to four venues in 2017 that had produced significant revenues in 2016. The Company also decided to make a strategic shift in the focus of its operations through the acquisition of a digital internet radio business that closed in December 2017 (see Note 4, Acquisition of Slacker). Therefore, it began laying off LXL Tickets’ employees during the quarter ended December 31, 2017, such that there was one employee left as of December 31, 2017. Management considers abandonment to have occurred at December 31, 2017 since LXL Tickets stopped accepting orders and using the acquired assets as of that date. To accomplish this, the results of LXL Tickets’ operations are reported in discontinued operations in accordance with ASC 205, Presentation of Financial Statements. Management currently does not have any plans to sell LXL Tickets or its remaining assets. For the period ended December 31, 2017, the Company has recognized a loss of $1,115,529 from operations of LXL Tickets, and additionally incurred a loss of $2,786,300 related to the impairment of all remaining LXL Tickets assets. The Company is presenting the operating loss of LXL Tickets on its statement of operations under the heading “Loss from Disposal of LXL Tickets”. Major line items constituting net loss of the discontinued operations of LXL Tickets are as follows for the three and nine month periods from May 5, 2017 through December 31, 2017: Three Months Ended December 31, 2017 Nine Months Ended December 31, 2017 Revenues $ 71,423 $ 639,545 Cost of sales - 150,549 Gross profit 71,423 488,996 Selling, general and administrative expenses 395,371 1,604,525 Loss on discontinued operations $ (323,948 ) $ (1,115,529 ) |
Acquisition of Slacker
Acquisition of Slacker | 9 Months Ended |
Dec. 31, 2017 | |
Acquisition of Wantickets' Assets/Acquisition of Slacker [Abstract] | |
Acquisition of Slacker | Note 4 – Acquisition of Slacker On December 29, 2017, the Company, LXL Music Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Acquisition Sub”), and Slacker, completed the merger of Acquisition Sub with and into Slacker, with Slacker surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). The Merger was affected pursuant to the Agreement and Plan of Merger, dated as of August 25, 2017, by and among the Company, Acquisition Sub, Slacker and Fortis Advisors LLC, in its capacity as the substitute stockholders’ agent in connection with the transactions contemplated by the Merger Agreement, as amended on September 28, 2017, October 30, 2017, December 5, 2017 and December 15, 2017 (as amended, the “Merger Agreement”). Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the Merger, (i) all of the issued and outstanding shares of capital stock of Slacker were converted into the right to receive an aggregate of 6,126,788 shares of the Company’s common stock, valued at $24,507,112, (ii) 1,675,893 shares of the Company’s common stock were issued to payoff Slacker’s Convertible Promissory Notes, valued at $6,703,502, which includes payoff of the Incremental Stockholder Loan and additional shares issuable by the Company in connection therewith (each as defined in the Merger Agreement), based on the offering price of $4.00 in the Company’s underwritten public offering consummated on December 27, 2017, (iii) payment of $2,500,000 to Slacker and its designees and (iv) the Company assumed Slacker’s liabilities of $21,547,180, for a total purchase price of $55,257,904. Pursuant to the terms of the Merger Agreement, the Company did not assume any outstanding warrants and options to acquire any shares of capital stock of Slacker and such securities were terminated and cancelled in connection with the Merger. No fractional shares of common stock were issued in connection with the Merger. Instead, any fractional shares of the Company’s common stock due under the Merger Agreement were rounded down to the nearest whole share in accordance with the Merger Agreement. The Company accounted for the transaction as a business combination in accordance ASC 805 “Business Combinations”. The Company is in the process of performing an allocation of the purchase price paid for the assets acquired and the liabilities assumed with the assistance of an independent valuation firm. 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 the intangible assets acquired, related deferred tax liabilities and residual goodwill. Assets/Liabilities Fair Value Cash and cash equivalents $ 263,379 Accounts receivable 3,338,635 Prepaid expense and other assets 185,463 Deferred cost of sales 457,918 Fixed assets, net 399,971 Costs in excess of net assets acquired, to be allocated 50,573,609 Other assets 38,929 Purchase Price $ 55,257,904 The following unaudited pro forma statements of operations present the Company’s pro forma results of operations after giving effect to the purchase of Slacker, based on the historical financial statements of the Company and Slacker. The unaudited pro forma statements of operations for the three and nine months ended December 31, 2017 and 2016 give effect to the transaction to the Merger as if it had occurred on April 1, 2016. Statement of Operations (Unaudited Pro-Forma) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended December 31, December 31, December 31, December 31, 2017 2016 2017 2016 Revenue $ 6,750,374 $ 7,109,749 $ 20,063,317 $ 25,624,607 Operating expenses: Selling, general and administrative 9,583,427 8,516,397 27,644,043 28,308,016 Research and development 1,159,325 1,757,730 3,812,587 5,677,299 Related party expenses 90,000 90,000 270,000 270,000 Total operating expenses 10,832,752 10,364,127 31,726,630 34,255,315 Loss from operations (4,082,378 ) (3,254,378 ) (11,663,313 ) (8,630,708 ) Other income (expense): Interest expense, net (1,081,787 ) (606,920 ) (3,152,688 ) (1,572,101 ) Other income - 287 - 693 Fair value of warrants issued for note extension and inducement to convert - - - (2,002,977 ) Earnings from investment in affiliate - 69,163 - 132,832 Impairment Loss - (213,331 ) - (213,331 ) Loss on sale of investment in affiliate - (2,790,073 ) - (2,790,073 ) Total other income (expense) (1,081,787 ) (3,540,874 ) (3,152,688 ) (6,444,957 ) Loss before continuing operations (5,164,166 ) (6,795,253 ) (14,816,001 ) (15,075,665 ) Loss from disposal of LXL Tickets (2,786,300 ) - (2,786,300 ) - Loss from discontinued operations (323,948 ) - (1,115,529 ) - Loss from discontinued operations (3,110,248 ) - (3,901,829 ) - Net loss $ (8,274,414 ) $ (6,795,253 ) $ (18,717,830 ) $ (15,075,665 ) Net loss per share from continuing operation – basic and diluted $ (0.12 ) $ (0.16 ) $ (0.34 ) $ (0.38 ) Net loss per share from discontinued operations – basic and diluted $ (0.07 ) $ - $ (0.09 ) $ - Net loss per share – basic and diluted $ (0.19 ) $ (0.16 ) $ (0.43 ) $ (0.38 ) Weighted average common shares – basic and diluted 44,091,425 41,288,274 43,748,461 39,831,823 |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Dec. 31, 2017 | |
Accounts Receivable [Abstract] | |
Accounts Receivable | Note 5 – Accounts Receivable The Company’s accounts receivable as of December 31, 2017 consist of the following: December 31, March 31, Accounts receivable $ 3,359,615 $ - Allowance for doubtful accounts (20,571 ) - Trade receivables – net $ 3,339,044 $ - |
Property and Equipment
Property and Equipment | 9 Months Ended |
Dec. 31, 2017 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 6 – Property and Equipment The Company’s property and equipment at December 31, 2017 and March 31, 2017 was as follows: December 31, March 31, 2017 Production equipment $ 51,304 $ 51,304 Computer software and equipment 400,414 42,078 Furniture and fixtures 22,948 - Leasehold improvements 18,688 - Total property and equipment 493,354 93,382 Accumulated depreciation (54,190 ) (35,975 ) Property and equipment, net $ 439,164 $ 57,407 Depreciation expense was $63,715 and $18,043 for the nine months ended December 31, 2017 and 2016, respectively, and $23,472 and $6,072 for the three months ended December 31, 2017 and 2016, respectively. |
Bank Debt
Bank Debt | 9 Months Ended |
Dec. 31, 2017 | |
Bank Debt [Abstract] | |
Bank Debt | Note 7 – Bank Debt As part of the acquisition of Slacker, the Company assumed what was initially $5,000,000 line of credit from a commercial bank that was collateralized by the assets of Slacker. The revolving line of credit was based on the amount of eligible accounts receivable. The loan is currently cash collateralized and there are no covenants. The revolving line of credit bears an annual interest rate equal to prime rate as published in the Wall Street Journal plus 0.75%, and equaled 5.25% at December 31, 2017. The line has a maturity date of March 31, 2018. The Company is currently in discussions with the bank concerning a one year extension of the revolving line of credit. The outstanding balance of the line of credit at December 31, 2017 was $2,240,295 and there was $0 of borrowing availability as of that date. The Company also assumed a term loan with a balance of $1,666,667 which was paid off at the closing of the Slacker acquisition. Subsequent to the period ended December 31, 2017, the Company drew down an additional $1,259,705 on the line of credit and secured the entire balance with $3,500,000 of cash collateral. The Company is in discussions with the bank to renew the line of credit and release the cash collateral balance back to the Company. |
Convertible Notes Payable, Shar
Convertible Notes Payable, Shareholder | 9 Months Ended |
Dec. 31, 2017 | |
Convertible Note Payable, Shareholder/Notes Payable [Abstract] | |
Convertible Note Payable, Shareholder | Note 8 – Convertible Notes Payable, Shareholder The Company’s shareholder convertible notes payable at December 31, 2017 and March 31, 2017 were as follows: December 31, March 31, (A) 6% Unsecured Convertible Note – Due March 31, 2018 $ 3,765,331 $ 3,603,446 (B) 6% Unsecured Convertible Note – Due between September 30, 2018 and December 31, 2018 907,759 - Less accumulated amortization of valuation discount (765,570 ) - Net 3,907,520 3,603,446 Less: Convertible note payable, current 3,907,520 3,603,446 Convertible notes payable, long-term $ - $ - As of December 31, 2017 and March 31, 2017 (A) The first Trinad Note was issued on February 21, 2017, to convert aggregate principal and interest of $3,581,077 under the first senior promissory note and second senior promissory note (the “Senior Notes”) with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively, each as subsequently amended. The first Trinad Note is due on March 31, 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. On December 27, 2017, the Company completed a public offering of its shares of common stock (the “Public Offering”) and the conversion price became fixed at $3.00 per share. In addition, Trinad Capital received 596,846 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. Such warrants were exercised on February 28, 2017. The conversion of the Senior Notes into the first 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 596,846 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 $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the first Trinad Note’s beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. As the Company had previously recognized a valuation discount up to the fair value of the notes, no further beneficial conversion feature was recorded. At March 31, 2017, $3,603,446 of principal, which includes $75,938 of accrued interest, was outstanding under the first Trinad Note. At December 31, 2017, the balance due of $3,765,331 includes $184,254 of accrued interest outstanding under the first Trinad Note. (B) Between October 27, 2017 and December 18, 2017, the Company issued six 6% unsecured convertible notes payable to Trinad Capital for aggregate total principal amount of $900,000. The notes are due on various dates through December 31, 2018. Before the maturity date, as a result of the Company consummating the Public Offering, the noteholders have the right at their sole discretion to convert all outstanding note principal and interest due under their notes into shares of the Company’s common stock at a conversion price of $3.00 per share. In addition, the noteholders received an aggregate of 450,000 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 450,000 warrants issued to the noteholders was determined to be $599,619 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.73-1.94%; dividend yield of 0%; volatility rate of 127%-229%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $1.00 and the market price of the shares on the date of conversion was $4.00 per share, and the Company recognized aggregate beneficial conversion features of $300,381. As a result, the Company recorded a note discount of $900,000 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. For the nine months ended December 31, 2017, the Company amortized $134,431 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $765,569. As of December 31, 2017, $7,759 of accrued interest was added to the principal balance. |
Note Payable
Note Payable | 9 Months Ended |
Dec. 31, 2017 | |
Convertible Note Payable, Shareholder/Notes Payable [Abstract] | |
Note Payable | Note 9 – Note Payable On December 31, 2014, the Company converted certain 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 September 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 December 31, 2017 and March 31, 2017, the balance due of $289,935 and $277,270 includes $47,437 and $34,772 of accrued interest, respectively, outstanding under the Note. |
Related Party Unsecured Convert
Related Party Unsecured Convertible Notes Payable | 9 Months Ended |
Dec. 31, 2017 | |
Related Party Unsecured Convertible Notes Payable [Abstract] | |
Related Party Unsecured Convertible Notes Payable | Note 10 – Related Party Unsecured Convertible Notes Payable Related Party unsecured convertible notes payable at December 31, 2017 and March 31, 2017 were as follows: December 31, March 31, (A) 6% Unsecured Convertible Note – due September 13, 2018 $ 52,967 $ 50,707 (B) 6% Unsecured Convertible Note – due June 28, 2018 51,521 - Less accumulated amortization of Valuation Discount (50,280 ) (39,039 ) Net 54,208 11,668 Less: Convertible note payable, current 54,208 - Convertible notes payable, long-term $ - $ 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 Chief Executive Officer, Chairman, President, director and principal stockholder, for total principal amount of $50,000. This note will be due September 13, 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. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. In addition, the noteholder received 8,334 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,334 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 $2.73, and the market price of the shares on the date of conversion was approximately $5.01 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 is being amortized as interest over the term of the note or in full upon the conversion of the note. During the nine months ended December 31, 2017, the Company amortized $20,218 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $23,459. At December 31, 2017, $50,000 of principal and $2,967 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 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. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. In addition, the noteholder received 8,334 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,334 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 $2.73, and the market price of the shares on the date of conversion was approximately $5.01 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 nine months ended December 31, 2017, the Company amortized $23,179 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $26,821. At December 31, 2017, $50,000 of principal and $1,521 of accrued interest, was outstanding under the Note. |
Unsecured Convertible Notes Pay
Unsecured Convertible Notes Payable | 9 Months Ended |
Dec. 31, 2017 | |
Unsecured Convertible Notes Payable [Abstract] | |
Unsecured Convertible Notes Payable | Note 11 – Unsecured Convertible Notes Payable Unsecured Convertible notes payable at December 31, 2017 and March 31, 2017 were as follows: December 31, March 31, 2017 (A) 6% Unsecured Convertible Notes – Due September 30, 2018 $ 161,663 $ 154,882 (B) 6% Unsecured Convertible Notes – Due between January 31, 2018 and September 30, 2018 1,304,096 1,248,267 (C) 6% Unsecured Convertible Notes – Due between January 31, 2018 and June 28, 2018 1,765,710 - Less accumulated amortization of Valuation Discount (1,127,127 ) (1,114,751 ) Net 2,104,342 288,398 Less: convertible notes, current 2,104,342 67,858 Convertible notes, long term $ - $ 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, as a result of the Company consummating the Public Offering, the noteholder has the right to convert all outstanding note principal and interest due under its note into shares of the Company’s common stock, and the conversion price became fixed, at $3.00 per share. In addition, the noteholder received 50,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.015 per share. The aggregate relative fair value of the 50,000 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 $1.89, and the market price of the shares on the date of conversion was approximately $5.01 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 nine months ended December 31, 2017, the Company amortized $56,584 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $52,675. As of December 31, 2017, $11,663 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 in their sole discretion have the option to convert all outstanding principal and interest into shares of the Company’s common stock at a conversion price per share of $3.00 (at a 25% discount to the offering price in the Public Offering) 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. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. In addition, the noteholders received an aggregate of 205,834 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 205,834 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 $2.73 and the market price of the shares on the date of conversion was approximately $5.01 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. On December 27, 2017 the conversion feature under the original terms of the note was fixed at $3.00 per common share, which resulted in an additional beneficial conversion feature with an incremental value of $114,548 that was added to the valuation discount and will be amortized over the remaining life of the notes. For the nine months ended December 31, 2017, the Company amortized $649,074 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $470,946. As of December 31, 2017, $69,096 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. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. In addition, the noteholders received an aggregate of 282,500 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 282,500 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 $2.73 and the market price of the shares on the date of conversion was approximately $5.01 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. On December 27, 2017, the conversion feature under the original terms of the note was fixed at $3.00 per common share, which resulted in an additional beneficial conversion feature with an incremental value of $157,210 that was added to the valuation discount and will be amortized over the remaining life of the notes. During the nine months ended December 31, 2017, the Company amortized $1,091,515 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $603,506. As of December 31, 2017, $70,710 of accrued interest was added to the principal balance. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 – Related Party Transactions Management Services from Trinad Management LLC Pursuant to a Management Agreement (the “Management Agreement”) with Trinad Capital 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 750,000 shares of the Company’s common stock at an exercise price of $0.225 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 $0.225 per share, resulting in the issuance 716,216 shares of the Company’s common stock. Pursuant to the terms of the Employment Agreement, dated as of September 7, 2017, Mr. Ellin, the Company’s CEO and Chairman and the Managing Member of Trinad LLC agreed that effective as of the date of the consummation of the Public Offering (December 27, 2017), Trinad LLC shall no longer receive the monthly fee under its agreement. For the three and nine months ended December 31, 2017 and 2016, the Company incurred $90,000 and $270,000 of such fees, respectively. Rent During the nine-month period ended December 31, 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 Management Agreement. 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. Due to Related Parties As of December 31, 2017, the amount due to related parties was $96,601, payable to Mr. Ellin, the Company’s Chief Executive Officer, Chairman, director and principal 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. Other Asset At December 31, 2017, the Other Asset balance of $15,000 is for a 3.64% equity investment in a music technology company that is led by a family member of Mr. Ellin, the Company’s Chief Executive Officer, Chairman, director and principal stockholder. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 13 – Commitments and Contingencies Promotional Rights The Company acquires promotional rights from time to time that may contain obligations for future payments. As of December 31, 2017, the Company is obligated under five licenses, production and/or distribution agreements to make guaranteed payments as follows: $700,000 for the fiscal year ended March 31, 2019, $285,000 for the fiscal year ended March 31, 2020, and $285,000 for the fiscal year ended March 31, 2021. The agreements also provide for a revenue share of 35-50% of 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 LXL, 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. The Company and LXL 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 LXL for the alleged breach of a single license agreement. Plaintiffs are seeking $300,000 in damages. To date, LXL has vigorously contested Plaintiffs’ claims. In doing so, on December 23, 2016, LXL filed a cross-complaint against Plaintiffs for breach of contract and breach of the implied covenant of good faith and fair dealing. LXL was notified on September 27, 2017, that Blink TV Limited is in bankruptcy in England and now has liquidators in place who are assuming the litigation. The liquidators will need to move for permission to substitute in as the real parties in interest. The mediation that was prospectively scheduled for October 30, 2017 has been rescheduled for March 5, 2018. On July 17, 2017, Exodus Festival, Inc. (“Exodus”) filed a demand for arbitration with the International Centre for Dispute Resolution (“ICDR”), a division of the American Arbitration Association (the “AAA”), requesting for the ICDR to proceed to administer an arbitration proceeding among Exodus, 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 Asset Purchase Agreement, dated May 5, 2017, among Wantickets, LXL Tickets, the Company and certain other persons. On January 8, 2018, the arbitrator denied LXL Tickets’ preliminary motion requesting for the arbitration claim to be dismissed based on jurisdictional and other arbitrability arguments. As a result, the parties are now proceeding with the formal arbitration proceeding with the arbitrator to determine to what extent is LXL Tickets liable to Exodus for the event proceeds allegedly owed to Exodus by Wantickets. LXL Tickets intends to continue to vigorously dispute such claims and any obligation or liability to Exodus. On November 29, 2017, CL, LLC (d/b/a Light Nightclub) and CDBC, LLC (d/b/a Daylight Beach Club) (collectively, “Light”) filed a claim in the District Court, Clark County, Nevada against Wantickets, the Company, LXL Tickets, Joseph Schnaier and Brian Landow, alleging total damages in excess of $287,000 (plus attorneys’ fees) (the “Claim Amount”) and (i) as to Wantickets and Mr. Schnaier, breach of contract with respect to the Presale Agreement For On-line Ticket Sales Services, entered into by and between Wantickets and Light on or about September 30, 2016, and breach of implied covenant of good faith and fair dealing, (ii) as to Mr. Landow, tortious interference with contract, (iii) as to the Company and LXL Tickets, successor in interest liability, and (iv) as to all defendants (except for Mr. Landow), unjust enrichment. In connection with this action, on October 3, 2017, Light entered into a settlement agreement with Wantickets and Mr. Schnaier, pursuant to which, among other things, Mr. Schnaier agreed to pledge all of his shares in the Company (the “Schnaier Shares”) to secure his stipulated confession of judgment given to Light if Wantickets and Mr. Schnaier do not pay the Claim Amount by November 20, 2017. Based on the Company’s understanding, Wantickets and Mr. Schnaier have failed to pay the Claim Amount to Light by such date. Accordingly, Light filed a motion to be heard on December 19, 2017, for the court to place on calendar for entry of such confession of judgment and judgment against Wantickets and Mr. Schnaier. On December 22, 2017, the Company filed an answer on behalf of LXL Tickets that generally denied all the claims in Light’s complaint. On December 27, 2017, Light filed a request for exemption from Nevada’s mandatory arbitration program, which is a standard filing that was granted because the amount in controversy exceeds $50,000. At this stage, the Company is waiting for Light to notice the NRCP 16.1 Early Case Conference, which is a meeting between attorneys for the parties to discuss the discovery deadlines and draft a Joint Case Conference Report will provide the agreed upon discovery deadlines for the court. Once the Joint Case Conference Report is filed, the discovery period will begin. Based on the Company’s understanding, if the court enters such confession of judgment and judgment against Wantickets and Mr. Schnaier, Light will subsequently proceed to foreclose on the Schnaier Shares to satisfy the Claim Amount. Furthermore, the Company believes that if Light successfully forecloses on the Schnaier Shares and is able to satisfy the full Claim Amount from the sale of such shares, this action will be voluntarily withdrawn against all defendants; however, there can be no assurance that this will occur. The Company believes that this action against it and LXL Tickets is without merit and the Company intends to vigorously defend itself and LXL Tickets and any obligations or liability to Light with respect to such claims. On February 8, 2018, Wynn Las Vegas, LLC (“Wynn”) filed a claim in the District Court, Clark County, Nevada against LXL Tickets claiming total damages in excess of $600,000 (the “Wynn Claim Amount”) as a result of alleged breach of contract, breach of covenant of good faith and fair dealing and unjust enrichment with respect to that certain Second Amendment and Extension of the Wantickets.com Presale Agreement entered into by and between Wantickets and Wynn on or about September 30, 2016 (the “Wantickets-Wynn Agreement”). In connection with this action, on June 21, 2017, Wynn filed suit in the Eighth Judicial District Court, Clark County, Nevada against RNG Tickets, LLC (d/b/a Wantickets) and Wantickets RDM, LLC. That litigation is still pending and active.RNG Tickets has not filed a responsive pleading in the case and Wantickets RDM has defaulted. The Company believes that Wynn’s position is that LXL Tickets acquired Wantickets RDM, including Wantickets’ obligations under the Wantickets-Wynn Agreement (and not just certain assets and liabilities of Wantickets), and as such LXL Tickets should be liable to Wynn for the Wynn Claim Amount pursuant to the Wantickets-Wynn Agreement. The Company believes that this action against LXL Tickets is without merit and the Company intends to vigorously defend LXL Tickets and any obligations or liability to Wynn with respect to such claims. The Company is not aware of any other material 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. Employment Agreements 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 his employment agreement to the day immediately prior to the closing of the Public Offering. Following the closing of the Public Offering, Mr. Gold’s annual salary shall increase to $400,000. Mr. Gold shall also receive a $250,000 cash bonus within thirty days after such closing. Mr. Gold is also eligible to receive a Performance Bonus (as defined in his employment agreement) equal to 100% of his base salary and payable in accordance with the annual bonus plan applicable to our senior executives to be established following the closing of the Public Offering. Mr. Gold was also granted options to purchase 333,334 shares of our common stock at a price of $1.65 per share (the “Gold Options”). The Gold Options were granted pursuant to our 2016 Plan. The Gold Options shall vest in increments, with the first tranche of one-twelfth of the shares underlying the Gold Options vesting three months from the effective date of his employment agreement, with an additional one-twelfth of the shares underlying the Gold Options vesting every third month thereafter through the expiration of the three-year term. Each tranche of the Gold Options shall become exercisable on the earlier of (i) one year after the date such portion shall vest, (ii) the second anniversary of the effective date of Mr. Gold’s employment agreement, or (iii) the earliest date vested equity awards become exercisable or transferable for similarly situated executives of our Company. In the event of a Change of Control (as defined in his employment agreement), any unvested portion of the Gold Options shall vest and become exercisable effective immediately prior to such event. Each tranche of the Gold Options and the shares underlying such options is subject to a lock-up restriction for a period of twelve months from the date that such tranche of the options vests; provided, that such restriction period shall terminate with respect to all Gold Options and the shares underlying such options twenty-four months from the effective date of Mr. Gold’s employment agreement. If Mr. Gold’s employment is terminated by us without “Cause” or by Mr. Gold for “Good Reason” (each as defined in his employment agreement, subject to our right to cure), he will be entitled to termination benefits, pursuant to which (i) we will pay Mr. Gold certain accrued obligations and prior year bonus amounts, if any; and (ii) subject to timely execution and non-revocation of a release as provided in his employment agreement (v) 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 his employment agreement; (w) unvested Gold Options and Other Equity Awards (as defined in his employment agreement) 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; (x) any such accelerated Gold Options and Other Equity Awards shall remain outstanding and be exercisable, to the extent applicable, for a period of twelve months 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; (y) all restrictions on the Other Equity Awards shall automatically and immediately lapse; and (z) we will continue to cover costs for Mr. Gold’s and his dependents continued participation in our 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. 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. On December 14, 2017, the Company entered into Amendment No. 1 to Mr. Gold’s employment agreement (the “Gold Amendment”), pursuant to which Mr. Gold agreed to (i) reduce his annual cash base salary payable to him commencing on the day of the closing of the Public Offering (December 27, 2017) from $400,000 to $300,000, (ii) reduce the cash bonus payable to him in connection with the closing of the Public Offering from $250,000 to $100,000, and (iii) delay the payment of such bonus to March 31, 2019. In addition, on December 14, 2017 (the “Grant Date”), pursuant to the Gold Amendment, Mr. Gold was granted options to purchase 333,333 shares of the Company’s common stock at an exercise price of $4.00 per share (the “Options”). The Options were granted pursuant to the Company’s 2016 Equity Incentive Plan. The Options shall vest in increments, with the first tranche of one-twelfth of the shares underlying the Options vesting three months from the Grant Date, with an additional one-twelfth of the shares underlying the Options vesting every third month thereafter over a period of three years. Each tranche of the Options shall become exercisable on the earlier of (i) one year after the date such portion shall vest, (ii) the second anniversary of the Grant Date, 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 in the Gold Employment Agreement), any unvested portion of the Options shall vest and become exercisable effective immediately prior to such event. Each tranche of the Options and the shares underlying such options is subject to a lock-up restriction for a period of twelve months from the date that such tranche of the options vests; provided, that such restriction period shall terminate with respect to all Options and the shares underlying such options twenty-four months from the Grant Date. Robert Ellin In September 2017, we entered into an 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 the Public Offering. Mr. Ellin shall be eligible to receive an annual Performance Bonus (as defined in his employment agreement) in accordance with our annual bonus plan applicable to our 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 our senior executives to be established following the closing of the Public Offering. Mr. Ellin was also granted options to purchase 1,166,667 shares of our common stock at a price equal to the public offering price set forth on the cover of the prospectus or, if higher, the fair market value of the shares of our common stock on the date of grant (the “Ellin Options”). The Ellin Options were granted pursuant to our 2016 Plan. The first tranche of 666,667 shares underlying the Ellin Options (the “Ellin Service Options”) shall vest in one-twelfth increments every three months for a three year period from the effective date of his employment agreement. Each tranche of the Ellin Service Options shall become exercisable one year after the date such tranche shall vest. In the event of a Change of Control (as defined in his employment agreement), any unvested portion of the Ellin Service Options shall vest and become exercisable effective immediately prior to such event. The second tranche of 500,000 shares underlying the Ellin Options shall 100% vest if prior to the third anniversary of the effective date of his employment agreement the shares of our common stock shall have traded at a price of $30.00 per share or more for a period of 90 consecutive trading days during which an average of at least 166,667 shares are traded per day (the “Ellin Performance Options”). The Ellin Performance Options shall become exercisable one year after the vesting date, provided that, in the event of a Change of Control, if the Ellin Performance Options have vested prior to such date, they shall be immediately exercisable upon such event. Each tranche of the Ellin Options and the shares underlying such options is subject to a lock-up restriction for a period of 12 months from the date that such tranche of the options vests; provided, that such restriction period shall terminate with respect to all Ellin Options and the shares underlying such options 24 months from the effective date of Mr. Ellin’s employment agreement. If 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 our right to cure), he will be entitled to termination benefits, pursuant to which (i) we will pay Mr. Ellin certain accrued obligations and prior year bonus amounts, if any; and (ii) subject to timely execution and non-revocation of a release as provided in his employment agreement, (u) we will pay Mr. Ellin a one-time payment of $10,000,000; (v) unvested Ellin Options (other than the Ellin Performance Options) and Other Equity Awards (as defined in his employment agreement) 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; (w) the Ellin Performance Options shall continue to vest if, and only if, the performance criteria specified above for the vesting of the Ellin Performance Options are satisfied during the twelve-month period following the termination date; (x) any such accelerated Ellin Service Options, Ellin Performance Options and Other Equity Awards will remain outstanding and be exercisable, to the extent applicable, for a period of twelve months 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; (y) all restrictions on the Other Equity Awards that are vested on the terminate date (or during the twelve-month period following the termination date) shall automatically and immediately lapse; and (z) we will continue to cover costs for Mr. Ellin and his dependents continued participation in our 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. Mr. Ellin’s employment agreement contains covenants for the benefit of our Company relating to non-competition during the term of Mr. Ellin’s employment and protection of our confidential information, customary representations and warranties and indemnification obligations. Until December 27, 2017, 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 the Public Offering is completed. On December 14, 2017, the Company entered into Amendment No. 1 to Mr. Ellin’s employment agreement, pursuant to which Mr. Ellin agreed to reduce his annual cash base salary payable to him commencing on the day of the closing of the Public Offering (December 27, 2017) from $650,000 to $500,000. Rent Obligation Beginning on August 1, 2017, the Company was given the right to occupy approximately 3,200 square feet of Class A office space in West Hollywood, California. The space was provided to the Company by an unrelated third party and is fully furnished. The Company compensates the landlord in cash at the rate of approximately $37,700 per month for months that the Company occupies the space. The Company or the third party can terminate the arrangement at any time without prior notice. Slacker leases its San Diego premises under operating leases. Rent expense for the operating leases totaled $303,443 for the nine months ended December 31, 2017. In October 2017, the San Diego office leases were amended and expire on December 31, 2018. Future minimum lease payments under non-cancelable operating leases as of September 30, 2017, with initial or remaining terms of one or more years are as follows: Years Ending March 31 Operating 2018 $ 112,560 2019 337,680 Total minimum lease payments $ 450,240 Contractual Obligations As of December 31, 2017, Slacker is obligated under agreements with content providers and other contractual obligations to make guaranteed payments as follows: $690,900 for the fiscal year ended March 31, 2019 and $160,000 for the fiscal year ended March 31, 2020. Employee Benefits Slacker sponsors a 401(k) plan (the “Plan”) covering all Slacker employees. Employees are eligible to participate in the Plan the first day of the calendar month following their date of hire. Slacker may make discretionary matching contributions to the Plan on behalf of its employees up to a maximum of 100% of the participant’s elective deferral up to a maximum of 5% of the employees annual compensation. Slacker made $86,416 and $35,909 in matching contributions to the plan during the nine months ended December 31, 2017 and 2016. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Dec. 31, 2017 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit | Note 14 – Stockholders’ Deficit Issuance of Common Stock in the Public Offering On December 27, 2017, the Company completed a public offering of 5,000,000 shares of its common stock at an offering price of $4.00 per share. The Company received net proceeds from the offering of $16,810,822, after deducting $3,184,178 of underwriting discount, fees and other offering expenses paid by the Company. Issuance of Common Stock for Services to Consultants During the nine months ended December 31, 2017, the Company issued 383,335 shares of its common stock valued at $1,665,076 to certain Company employees. Issuance of Common Stock for Services to Employees During the nine months ended December 31, 2017, the Company issued 233,334 shares of its common stock valued at $1,169,000 to certain employees. During the nine months ended December 31, 2017, the Company recorded $401,943 of expense related to the vested portion of this stock. As of December 31, 2017, the remaining unvested compensation of $767,056 is expected to be recorded over the next two years. Additional details of the Company’s issuances of its restricted common stock to employees during the nine months ended December 31, 2017 are as follows: Number of Shares Weighted Average Grant Date Fair Value Per Share Non-vested March 31, 2017 - $ - Issued 233,334 5.01 Vested (25,000 ) 5.01 Forfeited - - Non-vested, December 31, 2017 208,334 $ 5.01 Stock Options In September 2017, the Company entered into an employment agreement with Andy Schuon for a term of three years at a monthly rate of $25,000 from the effective date of his employment agreement to the date immediately prior to the closing of the Public Offering. Mr. Schuon was also granted options to purchase 1,000,000 shares of the Company’s common stock at a price of $1.65 per share (the “Schuon Options”). On November 7, 2017, Mr. Schuon notified the Company of his decision to resign from his position and terminate his employment with the Company, effective 30 days from such date. On December 7, 2017, the Schuon Options were forfeited in connection with the resignation of Mr. Schuon. On September 1, 2017, Mr. Gold was granted options to purchase 333,334 shares of our common stock at a price of $1.65 per share (the “Gold Options”). The Gold Options were granted pursuant to our 2016 Plan. The Gold Options shall vest in increments, with the first tranche of one-twelfth of the shares underlying the Gold Options vesting three months from the effective date of his employment agreement, with an additional one-twelfth of the shares underlying the Gold Options vesting every third month thereafter through the expiration of the three-year term. Each tranche of the Gold Options shall become exercisable on the earlier of (i) one year after the date such portion shall vest, (ii) the second anniversary of the effective date of Mr. Gold’s employment agreement, or (iii) the earliest date vested equity awards become exercisable or transferable for similarly situated executives of our Company. The aggregate relative fair value of the 333,334 stock options issued to the investor was determined to be $1,634,030 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 2.16%; dividend yield of 0%; volatility rate of 128%; and an expected life of three years (statutory term). During the nine months ended December 31, 2017, the Company recorded $516,980 as stock compensation, and $1,117,050 will be recognized in future periods, in connection with this grant. On December 14, 2017, the Company entered into the Gold Amendment with Mr. Gold. Pursuant to the Gold Amendment, Mr. Gold was granted options to purchase 333,333 shares of the Company’s common stock at an exercise price of $4.00 per share. Such options were granted pursuant to the Company’s 2016 Equity Incentive Plan. Such options shall vest in increments, with the first tranche of one-twelfth of the shares underlying the options vesting three months from the grant date, with an additional one-twelfth of the shares underlying the options vesting every third month thereafter over a period of three years. Each tranche of the options shall become exercisable on the earlier of (i) one year after the date such portion shall vest, (ii) the second anniversary of the grant date, 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 in Mr. Gold’s employment agreement), any unvested portion of the options shall vest and become exercisable effective immediately prior to such event. Each tranche of the options and the shares underlying such options is subject to a lock-up restriction for a period of twelve months from the date that such tranche of the options vests; provided, that such restriction period shall terminate with respect to all options and the shares underlying such options twenty-four months from the grant date. The aggregate relative fair value of the 333,333 stock options issued to Mr. Gold was determined to be $1,331,988 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 2.35%; dividend yield of 0%; volatility rate of 206%; and an expected life of three years (statutory term). During the nine months ended December 31, 2017, the Company recorded $64,491 as stock compensation, and $1,267,497 will be recognized in future periods, in connection with this grant. On September 7, 2017, Mr. Ellin was granted options to purchase 1,166,667 shares of our 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 our common stock on the date of grant (the “Ellin Options”). The Ellin Options were granted pursuant to our 2016 Plan. The first tranche of 666,667 shares underlying the Ellin Options (the “Ellin Service Options”) shall vest in one-twelfth increments every three months for a three year period from the effective date of his employment agreement. Each tranche of the Ellin Service Options shall become exercisable one year after the date such tranche shall vest. In the event of a Change of Control (as defined in his employment agreement), any unvested portion of the Ellin Service Options shall vest and become exercisable effective immediately prior to such event. The second tranche of 500,000 shares underlying the Ellin Options shall 100% vest if prior to the third anniversary of the effective date of his employment agreement the shares of our common stock shall have traded at a price of $30.00 per share or more for a period of 90 consecutive trading days during which an average of at least 166,667 shares are traded per day (the “Ellin Performance Options”). The aggregate relative fair value of the 1,166,667 stock options issued to the investor was determined to be $5,615,522 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 2.05%; dividend yield of 0%; volatility rate of 128%; and an expected life of three years (statutory term). During the nine months ended December 31, 2017, the Company recorded $1,230,675 as stock compensation, and $4,384,847 will be recognized in future periods, in connection with this grant. On September 29, 2017, a consultant of the Company was granted stock options to purchase 83,333 shares of the Company’s common stock in connection with his future employment for the Company at an exercise price of $1.65 per share. Such options were to vest as to one-third of the shares underlying the options twelve months after the date of grant, and as to an additional one-third of the shares underlying the options on such date every twelfth month thereafter through the date three years after the date of grant. Each tranche of shares subject to the options was to become exercisable on the earlier of (i) one year after the date such tranche shall vest, (ii) the second anniversary of the date of grant, or (iii) the earliest date vested equity awards become exercisable or transferable for similarly situated executives of the Company. On November 30, 2017, the options were forfeited in connection with the employee’s resignation effective as of the same date. The table below summarizes the Company’s stock options activities during the nine months ended December 31, 2017: Number of Stock Options Weighted Weighted Average Balance outstanding, March 31, 2017 - $ - - Granted 2,916,666 3.26 9.72 Exercised - - - Forfeited/expired (1,083,333 ) 1.65 - Balance outstanding, December 31, 2017 1,833,333 $ 4.22 9.74 Exercisable, December 31, 2017 83,333 $ 3.89 9.68 The intrinsic value of the outstanding options on December 31, 2017 is $1,050,003. Warrants During the nine months ended December 31, 2017, the Company issued warrants along with a series of convertible notes to acquire 740,834 shares of the Company’s common stock valued at $1,391,195 at an exercise price of $0.01-0.03 per share. During the nine months ended December 31, 2017, 790,834 warrants were exercised into 790,834 shares of the Company’s common stock for net proceeds of $14,726. The table below summarizes the Company’s warrant activities during the nine months ended December 31, 2017: Number of Warrants Weighted Weighted Average Balance outstanding, March 31, 2017 50,000 $ 0.030 2.99 Granted 740,834 0.030 3.25 Exercised (790,834 ) 0.015 3.23 Forfeited/expired - - - Balance outstanding, December 31, 2017 - $ - - Exercisable, December 31, 2017 - $ - - |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Public Offering – Over-Allotment Option Exercise On January 19, 2018, the underwriters of the Public Offering exercised their over-allotment option to purchase an additional 460,200 shares of the Company’s common stock from the Company at the public offering price of $4.00 per share, less the underwriting discount. The sale of the additional shares closed on January 23, 2018 and resulted in net proceeds to the Company of $1,711,944, net of underwriting discount and offering expenses. Issuance of Common Stock Subsequent to the period ended December 31, 2017, the Company issued 312,782 shares of common stock valued at $1,251,128 for services. Granting of Stock Options Subsequent to December 31, 2017, the Company approved the grant of options to purchase an aggregate of 1,458,334 shares of common stock to certain employees and consultants of the Company at an exercise price of $4.00 that vest over two years from the grant date. |
Significant Accounting Polici23
Significant Accounting Policies and Practices (Policies) | 9 Months Ended |
Dec. 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: Internet Radio The Company’s revenues from internet radio (through Slacker’s operations) consist of revenues from online credit card sales of Internet radio service subscriptions, subscriptions sold via mobile phone carriers via direct billing arrangements, and advertising. Radio and Phone Carrier Subscription Revenue — Radio subscription revenue is recognized ratably over the term of the underlying subscription agreement. Radio subscription revenue sold via mobile phone carriers is recognized net of the amount mobile phone carriers earn on each transaction. Management has assessed the criteria of reporting carrier revenue gross or net and has determined that the Company is not the primary obligor. Therefore, carrier revenue is recorded net of carrier costs. Subscription payments collected in advance of meeting revenue recognition criteria are reflected as deferred revenue along with the costs related to such payments. Advertising Revenue — Advertising revenue is recognized based on an estimate calculated using the number of impressions served and a range of rates based on the type of impression served. Estimated amounts do not vary significantly from actual amounts based on historical observation. 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 | 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. The Company recorded an impairment loss on intangible and other long-lived assets totaling $1,465,000 for the nine months ended December 31, 2017 that was due to the discontinued operations of LiveXLive Tickets, Inc. (see Note 3). |
Goodwill | Goodwill In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 (its fiscal year end). 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 recorded an impairment loss on goodwill of $1,321,300 for the nine months ended December 31, 2017 that was due to the discontinued operations of LiveXLive Tickets, Inc. (see Note 3). |
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. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash balances at a single commercial bank. Cash balances commonly exceed the $250,000 amount insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts, and management believes that the Company is not exposed to any significant credit risk with respect to such cash and cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash consists of cash pledged as collateral for credit card processing of $150,000 and as collateral for a revolving line of credit of $2,240,295. As of December 31, 2017, we had $2,390,295 in restricted cash that was not insured by the FDIC. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts reflecting management’s estimate of losses associated with granting credit terms to customers. Management determines the allowance based on its analysis of the specific customer accounts and an assessment of the customers’ ability to meet its financial obligations, as well as historical experience. Receivables are written off in the period that they are deemed uncollectible. |
Content Acquisition Costs | Content Acquisition Costs Content acquisition costs principally consist of royalties paid for the right to stream music and non music content to the Company’s listeners. Royalties are calculated using negotiated rates documented in content license agreements and are based on usage measures or revenue earned. Music royalties to record labels, professional rights organizations and music publishers relate to the consumption of music listened to on Slacker’s radio services. As of December 31, 2017, the Company accrued $13,823,953 of royalties due to artists from use of Slacker’s radio services. |
Service Delivery Costs | Service Delivery Costs Service delivery costs consist of the infrastructure costs related to content streaming, maintaining the Company’s service, revenue share costs paid to mobile phone carriers for free listeners and serving advertisement impressions through third party ad serving technology providers. As of December 31, 2017, the Company had accrued $1,420,782 of delivery costs due for infrastructure costs and are included in accounts payable and accrued liabilities on the accompanying balance sheet. |
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 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 % Slacker, Inc. Delaware November 21, 2003 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. |
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. 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 at the time of the grant. 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 recorded as an expense in the period it is issued. Recently the Company issued equity awards that vest based on market conditions and recognizes expense for those awards ratably over the vesting period regardless of whether the market condition is satisfied. The fair value of the Company’s stock options 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 options, 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 | 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 December 31, 2017 and March 31, 2017, the Company had 0 and 50,000 warrants, and 1,833,334 and 0 stock options outstanding, respectively, and 2,669,682 and 1,009,442 shares potentially 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 | 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. 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 January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 primarily affects equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Among other things, this new guidance requires certain equity investments to be measured at fair value with changes in fair value recognized in net income. This standard is effective for reporting periods beginning after December 15, 2017, with certain provisions allowing for early adoption. The Company will adopt the provisions of this statement in the quarter beginning April 1, 2018. 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. 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 adoption of ASU 2017-11 does not have a material impact on the Company’s financial statements and related disclosures. On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, providing specific guidance on the cash flow classification and presentation of changes in restricted cash and restricted cash equivalents. The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents (collectively “Cash”). Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flow. The amendments in ASU 2016-18 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard on its condensed consolidated financial statements. 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 Polici24
Significant Accounting Policies and Practices (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Significant Accounting Policies and Practices [Abstract] | |
Schedule of consolidated subsidiaries | Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation 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 % Slacker, Inc. Delaware November 21, 2003 100 % |
Acquisition of Wantickets' As25
Acquisition of Wantickets' Assets (Tables) - Wantickets [Member] | 9 Months Ended |
Dec. 31, 2017 | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation of tangible and intangible assets acquired | 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 |
Schedule of items constituting net loss of the discontinued operations | Three Months Ended December 31, 2017 Nine Months Ended December 31, 2017 Revenues $ 71,423 $ 639,545 Cost of sales - 150,549 Gross profit 71,423 488,996 Selling, general and administrative expenses 395,371 1,604,525 Loss on discontinued operations $ (323,948 ) $ (1,115,529 ) |
Acquisition of Slacker (Tables)
Acquisition of Slacker (Tables) - Slacker [Member] | 9 Months Ended |
Dec. 31, 2017 | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation of tangible and intangible assets acquired | Assets/Liabilities Fair Value Cash and cash equivalents $ 263,379 Accounts receivable 3,338,635 Prepaid expense and other assets 185,463 Deferred cost of sales 457,918 Fixed assets, net 399,971 Costs in excess of net assets acquired, to be allocated 50,573,609 Other assets 38,929 Purchase Price $ 55,257,904 |
Schedule of preliminary allocation of the purchase price of the assets acquired | Statement of Operations (Unaudited Pro-Forma) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended December 31, December 31, December 31, December 31, 2017 2016 2017 2016 Revenue $ 6,750,374 $ 7,109,749 $ 20,063,317 $ 25,624,607 Operating expenses: Selling, general and administrative 9,583,427 8,516,397 27,644,043 28,308,016 Research and development 1,159,325 1,757,730 3,812,587 5,677,299 Related party expenses 90,000 90,000 270,000 270,000 Total operating expenses 10,832,752 10,364,127 31,726,630 34,255,315 Loss from operations (4,082,378 ) (3,254,378 ) (11,663,313 ) (8,630,708 ) Other income (expense): Interest expense, net (1,081,787 ) (606,920 ) (3,152,688 ) (1,572,101 ) Other income - 287 - 693 Fair value of warrants issued for note extension and inducement to convert - - - (2,002,977 ) Earnings from investment in affiliate - 69,163 - 132,832 Impairment Loss - (213,331 ) - (213,331 ) Loss on sale of investment in affiliate - (2,790,073 ) - (2,790,073 ) Total other income (expense) (1,081,787 ) (3,540,874 ) (3,152,688 ) (6,444,957 ) Loss before continuing operations (5,164,166 ) (6,795,253 ) (14,816,001 ) (15,075,665 ) Loss from disposal of LXL Tickets (2,786,300 ) - (2,786,300 ) - Loss from discontinued operations (323,948 ) - (1,115,529 ) - Loss from discontinued operations (3,110,248 ) - (3,901,829 ) - Net loss $ (8,274,414 ) $ (6,795,253 ) $ (18,717,830 ) $ (15,075,665 ) Net loss per share from continuing operation – basic and diluted $ (0.12 ) $ (0.16 ) $ (0.34 ) $ (0.38 ) Net loss per share from discontinued operations – basic and diluted $ (0.07 ) $ - $ (0.09 ) $ - Net loss per share – basic and diluted $ (0.19 ) $ (0.16 ) $ (0.43 ) $ (0.38 ) Weighted average common shares – basic and diluted 44,091,425 41,288,274 43,748,461 39,831,823 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Accounts Receivable [Abstract] | |
Schedule of accounts receivable | December 31, March 31, Accounts receivable $ 3,359,615 $ - Allowance for doubtful accounts (20,571 ) - Trade receivables – net $ 3,339,044 $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | December 31, March 31, 2017 Production equipment $ 51,304 $ 51,304 Computer software and equipment 400,414 42,078 Furniture and fixtures 22,948 - Leasehold improvements 18,688 - Total property and equipment 493,354 93,382 Accumulated depreciation (54,190 ) (35,975 ) Property and equipment, net $ 439,164 $ 57,407 |
Convertible Notes Payable, Sh29
Convertible Notes Payable, Shareholder (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Convertible Note Payable, Shareholder/Notes Payable [Abstract] | |
Summary of related party unsecured convertible notes payable | December 31, March 31, (A) 6% Unsecured Convertible Note – Due March 31, 2018 $ 3,765,331 $ 3,603,446 (B) 6% Unsecured Convertible Note – Due between September 30, 2018 and December 31, 2018 907,759 - Less accumulated amortization of valuation discount (765,570 ) - Net 3,907,520 3,603,446 Less: Convertible note payable, current 3,907,520 3,603,446 Convertible notes payable, long-term $ - $ - (A) The first Trinad Note was issued on February 21, 2017, to convert aggregate principal and interest of $3,581,077 under the first senior promissory note and second senior promissory note (the “Senior Notes”) with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively, each as subsequently amended. The first Trinad Note is due on March 31, 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. On December 27, 2017, the Company completed a public offering of its shares of common stock (the “Public Offering”) and the conversion price became fixed at $3.00 per share. In addition, Trinad Capital received 596,846 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. Such warrants were exercised on February 28, 2017. The conversion of the Senior Notes into the first 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 596,846 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 $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the first Trinad Note’s beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. As the Company had previously recognized a valuation discount up to the fair value of the notes, no further beneficial conversion feature was recorded. At March 31, 2017, $3,603,446 of principal, which includes $75,938 of accrued interest, was outstanding under the first Trinad Note. At December 31, 2017, the balance due of $3,765,331 includes $184,254 of accrued interest outstanding under the first Trinad Note. (B) Between October 27, 2017 and December 18, 2017, the Company issued six 6% unsecured convertible notes payable to Trinad Capital for aggregate total principal amount of $900,000. The notes are due on various dates through December 31, 2018. Before the maturity date, as a result of the Company consummating the Public Offering, the noteholders have the right at their sole discretion to convert all outstanding note principal and interest due under their notes into shares of the Company’s common stock at a conversion price of $3.00 per share. In addition, the noteholders received an aggregate of 450,000 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 450,000 warrants issued to the noteholders was determined to be $599,619 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.73-1.94%; dividend yield of 0%; volatility rate of 127%-229%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $1.00 and the market price of the shares on the date of conversion was $4.00 per share, and the Company recognized aggregate beneficial conversion features of $300,381. As a result, the Company recorded a note discount of $900,000 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. For the nine months ended December 31, 2017, the Company amortized $134,431 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $765,569. As of December 31, 2017, $7,759 of accrued interest was added to the principal balance. |
Related Party Unsecured Conve30
Related Party Unsecured Convertible Notes Payable (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Related Party Unsecured Convertible Notes Payable [Abstract] | |
Summary of related party unsecured convertible notes payable | December 31, March 31, (A) 6% Unsecured Convertible Note – Due March 31, 2018 $ 3,765,331 $ 3,603,446 (B) 6% Unsecured Convertible Note – Due between September 30, 2018 and December 31, 2018 907,759 - Less accumulated amortization of valuation discount (765,570 ) - Net 3,907,520 3,603,446 Less: Convertible note payable, current 3,907,520 3,603,446 Convertible notes payable, long-term $ - $ - (A) The first Trinad Note was issued on February 21, 2017, to convert aggregate principal and interest of $3,581,077 under the first senior promissory note and second senior promissory note (the “Senior Notes”) with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively, each as subsequently amended. The first Trinad Note is due on March 31, 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. On December 27, 2017, the Company completed a public offering of its shares of common stock (the “Public Offering”) and the conversion price became fixed at $3.00 per share. In addition, Trinad Capital received 596,846 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. Such warrants were exercised on February 28, 2017. The conversion of the Senior Notes into the first 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 596,846 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 $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the first Trinad Note’s beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. As the Company had previously recognized a valuation discount up to the fair value of the notes, no further beneficial conversion feature was recorded. At March 31, 2017, $3,603,446 of principal, which includes $75,938 of accrued interest, was outstanding under the first Trinad Note. At December 31, 2017, the balance due of $3,765,331 includes $184,254 of accrued interest outstanding under the first Trinad Note. (B) Between October 27, 2017 and December 18, 2017, the Company issued six 6% unsecured convertible notes payable to Trinad Capital for aggregate total principal amount of $900,000. The notes are due on various dates through December 31, 2018. Before the maturity date, as a result of the Company consummating the Public Offering, the noteholders have the right at their sole discretion to convert all outstanding note principal and interest due under their notes into shares of the Company’s common stock at a conversion price of $3.00 per share. In addition, the noteholders received an aggregate of 450,000 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 450,000 warrants issued to the noteholders was determined to be $599,619 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.73-1.94%; dividend yield of 0%; volatility rate of 127%-229%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $1.00 and the market price of the shares on the date of conversion was $4.00 per share, and the Company recognized aggregate beneficial conversion features of $300,381. As a result, the Company recorded a note discount of $900,000 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. For the nine months ended December 31, 2017, the Company amortized $134,431 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $765,569. As of December 31, 2017, $7,759 of accrued interest was added to the principal balance. |
Unsecured Convertible Notes P31
Unsecured Convertible Notes Payable (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Unsecured Convertible Notes Payable [Abstract] | |
Schedule of unsecured convertible notes payable | December 31, March 31, 2017 (A) 6% Unsecured Convertible Notes – Due September 30, 2018 $ 161,663 $ 154,882 (B) 6% Unsecured Convertible Notes – Due between January 31, 2018 and September 30, 2018 1,304,096 1,248,267 (C) 6% Unsecured Convertible Notes – Due between January 31, 2018 and June 28, 2018 1,765,710 - Less accumulated amortization of Valuation Discount (1,127,127 ) (1,114,751 ) Net 2,104,342 288,398 Less: convertible notes, current 2,104,342 67,858 Convertible notes, long term $ - $ 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, as a result of the Company consummating the Public Offering, the noteholder has the right to convert all outstanding note principal and interest due under its note into shares of the Company’s common stock, and the conversion price became fixed, at $3.00 per share. In addition, the noteholder received 50,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.015 per share. The aggregate relative fair value of the 50,000 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 $1.89, and the market price of the shares on the date of conversion was approximately $5.01 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 nine months ended December 31, 2017, the Company amortized $56,584 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $52,675. As of December 31, 2017, $11,663 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 in their sole discretion have the option to convert all outstanding principal and interest into shares of the Company’s common stock at a conversion price per share of $3.00 (at a 25% discount to the offering price in the Public Offering) 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. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. In addition, the noteholders received an aggregate of 205,834 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 205,834 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 $2.73 and the market price of the shares on the date of conversion was approximately $5.01 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. On December 27, 2017 the conversion feature under the original terms of the note was fixed at $3.00 per common share, which resulted in an additional beneficial conversion feature with an incremental value of $114,548 that was added to the valuation discount and will be amortized over the remaining life of the notes. For the nine months ended December 31, 2017, the Company amortized $649,074 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $470,946. As of December 31, 2017, $69,096 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. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. In addition, the noteholders received an aggregate of 282,500 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 282,500 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 $2.73 and the market price of the shares on the date of conversion was approximately $5.01 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. On December 27, 2017, the conversion feature under the original terms of the note was fixed at $3.00 per common share, which resulted in an additional beneficial conversion feature with an incremental value of $157,210 that was added to the valuation discount and will be amortized over the remaining life of the notes. During the nine months ended December 31, 2017, the Company amortized $1,091,515 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $603,506. As of December 31, 2017, $70,710 of accrued interest was added to the principal balance. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum lease payments | Years Ending March 31 Operating 2018 $ 112,560 2019 337,680 Total minimum lease payments $ 450,240 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Stockholders' Deficit [Abstract] | |
Schedule of restricted common stock | Number of Shares Weighted Average Grant Date Fair Value Per Share Non-vested March 31, 2017 - $ - Issued 233,334 5.01 Vested (25,000 ) 5.01 Forfeited - - Non-vested, December 31, 2017 208,334 $ 5.01 |
Schedule of stock options activities | Number of Stock Options Weighted Weighted Average Balance outstanding, March 31, 2017 - $ - - Granted 2,916,666 3.26 9.72 Exercised - - - Forfeited/expired (1,083,333 ) 1.65 - Balance outstanding, December 31, 2017 1,833,333 $ 4.22 9.74 Exercisable, December 31, 2017 83,333 $ 3.89 9.68 |
Schedule of warrant activities | Number of Warrants Weighted Weighted Average Balance outstanding, March 31, 2017 50,000 $ 0.030 2.99 Granted 740,834 0.030 3.25 Exercised (790,834 ) 0.015 3.23 Forfeited/expired - - - Balance outstanding, December 31, 2017 - $ - - Exercisable, December 31, 2017 - $ - - |
Organization, Operations and 34
Organization, Operations and Basis of Presentation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2019 | Dec. 29, 2017 | Oct. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Operations and Basis of Presentation (Textual) | ||||||||
Slacker acquired, description | Its proven programming and personalization platform boasts a catalog of more than 13 million audio tracks from all three major music companies and many independent labels. Slacker has approximately 1.5 million monthly unique users and more than 400,000 subscribers on its paid and ad-supported platforms. | |||||||
Net loss | $ (6,718,455) | $ (4,540,910) | $ (13,835,641) | $ (9,143,122) | ||||
Utilized cash in operating activities | (3,280,866) | $ (2,580,529) | ||||||
Working capital deficiency | $ 10,283,512 | |||||||
Stock split, description | The Company effected a 1-for-3 reverse stock split of the Company’s common stock. All share and pre-share amounts have been restated as of the earliest period presented to reflect the reverse stock split. | The Company effected a 2-for-1 forward stock split of the Company’s common stock in the form of a dividend. | ||||||
Subsequent Event [Member] | ||||||||
Organization, Operations and Basis of Presentation (Textual) | ||||||||
Common shares offering to public | 5,500,000 | |||||||
Common shares at price per share | $ 4 | |||||||
Gross proceeds received | $ 22,000,000 |
Significant Accounting Polici35
Significant Accounting Policies and Practices (Details) | 9 Months Ended |
Dec. 31, 2017 | |
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 | Jul. 11, 2017 |
Attributable interest | 51.00% |
LiveXLive Tickets, Inc. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | LiveXLive Tickets, Inc. |
State or other jurisdiction of incorporation or organization | Delaware |
Date of incorporation or formation | Apr. 24, 2017 |
Attributable interest | 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. |
State or other jurisdiction of incorporation or organization | Delaware |
Date of incorporation or formation | Jul. 15, 2016 |
Attributable interest | 100.00% |
LiveXLive, Corp. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | LiveXLive, Corp. |
State or other jurisdiction of incorporation or organization | Delaware |
Date of incorporation or formation | Feb. 24, 2015 |
Attributable interest | 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. |
State or other jurisdiction of incorporation or organization | Delaware |
Date of incorporation or formation | Mar. 17, 2014 |
Attributable interest | 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 |
State or other jurisdiction of incorporation or organization | England and Wales |
Date of incorporation or formation | Nov. 7, 2013 |
Attributable interest | 100.00% |
Slacker, Inc. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | Slacker, Inc. |
State or other jurisdiction of incorporation or organization | Delaware |
Date of incorporation or formation | Nov. 21, 2003 |
Attributable interest | 100.00% |
Significant Accounting Polici36
Significant Accounting Policies and Practices (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Mar. 31, 2017 | |
Significant Accounting Policies and Practices (Textual) | ||
Impairment loss on intangible and other long-lived assets | $ 1,465,000 | |
Warrants outstanding | 0 | 50,000 |
Stock options outstanding | 1,833,334 | 0 |
Shares issuable for convertible notes payable | 2,669,682 | 1,009,442 |
Impairment loss on goodwill | $ 1,321,300 | |
Amount insured by federal deposit insurance corporation | 250,000 | |
Accrued royalties | 13,823,953 | |
Delivery costs due for infrastructure costs | 1,420,782 | |
Restricted cash collateral for credit card processing | 150,000 | |
Revolving line of credit | 2,240,295 | |
Restricted cash not insured by the FDIC | $ 2,390,295 |
Acquisition of Wantickets' As37
Acquisition of Wantickets' Assets (Details) | Dec. 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 |
Acquisition of Wantickets' As38
Acquisition of Wantickets' Assets (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Revenues | $ 80,263 | $ 225,000 | ||
Selling, general and administrative | 2,617,582 | 1,259,297 | 7,449,666 | 3,786,840 |
Loss on discontinued operations | 323,948 | 1,115,529 | ||
LXL Tickets [Member] | ||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||
Revenues | 71,423 | 639,545 | ||
Cost of sales | 150,549 | |||
Gross profit | 71,423 | 488,996 | ||
Selling, general and administrative | 395,371 | 1,604,525 | ||
Loss on discontinued operations | $ (323,948) | $ (1,115,529) |
Acquisition of Wantickets' As39
Acquisition of Wantickets' Assets (Details Textual) - USD ($) | May 05, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquisition of Wantickets' Assets (Textual) | |||||
Shares issued for Slacker acquisition | $ 31,210,724 | ||||
Share price | $ 5.01 | ||||
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 December 27, 2017 (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"). | ||||
Payment obligation | |||||
Revenue of Wantickets | 80,263 | $ 225,000 | |||
Net income loss | $ 4,000,000 | ||||
Payment obligation | 105,085 | ||||
Constituted loaned funds | 153,631 | ||||
Loss from operations | 323,948 | 1,115,529 | |||
Loss related to the impairment of LXL Tickets | $ (2,786,300) | $ (2,786,300) | |||
Trinad Capital [Member] | |||||
Acquisition of Wantickets' Assets (Textual) | |||||
Shares issued for Slacker acquisition, shares | 666,667 | ||||
Shares issued for Slacker acquisition | $ 3,340,000 | ||||
Annual salary to CEO | 160,000 | ||||
Payment obligation | 15,000 | ||||
Net income loss | $ 3,000,000 |
Acquisition of Slacker (Details
Acquisition of Slacker (Details) - Slacker [Member] | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 263,379 |
Accounts receivable | 3,338,635 |
Prepaid expense and other assets | 185,463 |
Deferred cost of sales | 457,918 |
Fixed assets, net | 399,971 |
Costs in excess of net assets acquired, to be allocated | 50,573,609 |
Other assets | 38,929 |
Purchase Price | $ 55,257,904 |
Acquisition of Slacker (Detai41
Acquisition of Slacker (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Revenues | $ 80,263 | $ 225,000 | ||
Operating expenses: | ||||
Selling, general and administrative | 2,617,582 | 1,259,297 | 7,449,666 | 3,786,840 |
Related party expenses | 90,000 | 90,000 | 270,000 | 270,000 |
Total operating expenses | 2,707,582 | 1,349,297 | 7,719,666 | 4,056,840 |
Loss from operations | (2,707,582) | (1,349,297) | (7,639,403) | (3,831,840) |
Other income (expense): | ||||
Interest expense, net | (900,625) | (257,372) | (2,294,409) | (437,733) |
Fair value of warrants issued for note extension and inducement to convert | 2,002,977 | |||
Earnings from investment in affiliate | 69,163 | 132,832 | ||
Impairment loss | (213,331) | (213,331) | ||
Loss on sale of investment in affiliate | (2,790,073) | (2,790,073) | ||
Total other income (expense) | (900,625) | (3,191,613) | (2,294,409) | (5,311,282) |
Loss before continuing operations | (3,608,207) | (4,540,910) | (9,933,812) | (9,143,122) |
Loss from disposal of LXL Tickets | (2,786,300) | (2,786,300) | ||
Loss from discontinued operations | 3,110,248 | 3,901,829 | ||
Loss from discontinued operations | 323,948 | 1,115,529 | ||
Net loss | $ (6,718,455) | $ (4,540,910) | $ (13,835,641) | $ (9,143,122) |
Net loss per share from continuing operation - basic and diluted | $ (0.10) | $ (0.14) | $ (0.27) | $ (0.29) |
Net loss per share from discontinued operations - basic and diluted | (0.09) | (0.11) | ||
Net loss per share - basic and diluted | $ (0.19) | $ (0.14) | $ (0.38) | $ (0.29) |
Weighted average common shares - basic and diluted | 36,543,179 | 33,485,593 | 36,030,900 | 32,029,142 |
Pro Forma [Member] | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Revenues | $ 6,750,374 | $ 7,109,749 | $ 20,063,317 | $ 25,624,607 |
Operating expenses: | ||||
Selling, general and administrative | 9,583,427 | 8,516,397 | 27,644,043 | 28,308,016 |
Research and development | 1,159,325 | 1,757,730 | 3,812,587 | 5,677,299 |
Related party expenses | 90,000 | 90,000 | 270,000 | 270,000 |
Total operating expenses | 10,832,752 | 10,364,127 | 31,726,630 | 34,255,315 |
Loss from operations | (4,082,378) | (3,254,378) | (11,663,313) | (8,630,708) |
Other income (expense): | ||||
Interest expense, net | (1,081,787) | (606,920) | (3,152,688) | (1,572,101) |
Other income | 287 | 693 | ||
Fair value of warrants issued for note extension and inducement to convert | (2,002,977) | |||
Earnings from investment in affiliate | 69,163 | 132,832 | ||
Impairment loss | (213,331) | (213,331) | ||
Loss on sale of investment in affiliate | (2,790,073) | (2,790,073) | ||
Total other income (expense) | (1,081,787) | (3,540,874) | (3,152,688) | (6,444,957) |
Loss before continuing operations | (5,164,166) | (6,795,253) | (14,816,001) | (15,075,665) |
Loss from disposal of LXL Tickets | (2,786,300) | (2,786,300) | ||
Loss from discontinued operations | (323,948) | (1,115,529) | ||
Loss from discontinued operations | (3,110,248) | (3,901,829) | ||
Net loss | $ (8,274,414) | $ (6,795,253) | $ (18,717,830) | $ (15,075,665) |
Net loss per share from continuing operation - basic and diluted | $ (0.12) | $ (0.16) | $ (0.34) | $ (0.38) |
Net loss per share from discontinued operations - basic and diluted | (0.07) | (0.09) | ||
Net loss per share - basic and diluted | $ (0.19) | $ (0.16) | $ (0.43) | $ (0.38) |
Weighted average common shares - basic and diluted | 44,091,425 | 41,288,274 | 43,748,461 | 39,831,823 |
Acquisition of Slacker (Detai42
Acquisition of Slacker (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Dec. 29, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 27, 2017 | May 05, 2017 | Mar. 31, 2017 | |
Acquisition of Slacker (Textual) | ||||||
Merger agreement, description | The Company is obligated under five licenses, production and/or distribution agreements to make guaranteed payments as follows: $700,000 for the fiscal year ended March 31, 2019, $285,000 for the fiscal year ended March 31, 2020, and $285,000 for the fiscal year ended March 31, 2021. The agreements also provide for a revenue share of 35-50% of net revenues. In addition, there are two other agreements that provide for a revenue share of 50% on net revenues, but no guaranteed payments. | |||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Offering price | $ 5.01 | |||||
Payment of slacker | $ 2,500,000 | |||||
Slacker [Member] | ||||||
Acquisition of Slacker (Textual) | ||||||
Merger agreement, description | (i) all of the issued and outstanding shares of capital stock of Slacker were converted into the right to receive an aggregate of 6,126,788 shares of the Company's common stock, valued at $24,507,112, (ii) 1,675,893 shares of the Company's common stock were issued to payoff Slacker's Convertible Promissory Notes, valued at $6,703,502, which includes payoff of the Incremental Stockholder Loan and additional shares issuable by the Company in connection therewith (each as defined in the Merger Agreement), based on the offering price of $4.00 in the Company's underwritten public offering consummated on December 27, 2017, (iii) payment of $2,500,000 to Slacker and its designees and (iv) the Company assumed Slacker's liabilities of $21,547,180, for a total purchase price of $55,257,904. Pursuant to the terms of the Merger Agreement, the Company did not assume any outstanding warrants and options to acquire any shares of capital stock of Slacker and such securities were terminated and cancelled in connection with the Merger. | |||||
Receive an aggregate of shares of common stock | 6,126,788 | |||||
Common stock, par value | $ 0.001 | |||||
Received common stock value | $ 24,507,112 | |||||
Shares of common stock issued to convertible promissory notes | 1,675,893 | |||||
Shares of common stock issued to convertible promissory notes, value | $ 6,703,502 | |||||
Offering price | $ 4 | |||||
Assumed liabilities | 21,547,180 | |||||
Purchase price | $ 55,257,904 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 |
Accounts Receivable [Abstract] | ||
Accounts receivable | $ 3,359,615 | |
Allowance for doubtful accounts | (20,571) | |
Trade receivables - net | $ 3,339,044 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 493,354 | $ 93,382 |
Accumulated depreciation | (54,190) | (35,975) |
Property and equipment, net | 439,164 | 57,407 |
Production equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 51,304 | 51,304 |
Computer software and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 400,414 | 42,078 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 22,948 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 18,688 |
Property and Equipment (Detai45
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property and Equipment (Textual) | ||||
Depreciation expense | $ 23,472 | $ 6,072 | $ 63,715 | $ 18,043 |
Bank Debt (Details)
Bank Debt (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2017 | Mar. 31, 2017 | |
Bank Debt (Textual) | ||
Line of credit, assumption | Subsequent to the period ended December 31, 2017, the Company drew down an additional $1,259,705 on the line of credit and secured the entire balance with $3,500,000 of cash collateral. | |
Interest rate, description | The revolving line of credit bears an annual interest rate equal to prime rate as published in the Wall Street Journal plus 0.75%, and equaled 5.25%. | |
Borrowing availability | $ 0 | |
Line of credit, maturity date | Mar. 31, 2018 | |
Term loan balance | $ 1,666,667 | |
Balance of the line of credit | $ 2,240,295 | |
Slacker [Member] | ||
Bank Debt (Textual) | ||
Line of credit, assumption | The Company assumed what was initially $5,000,000 line of credit from a commercial bank that was collateralized by the assets of Slacker. |
Convertible Notes Payable, Sh47
Convertible Notes Payable, Shareholder (Details) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 |
Debt Instrument [Line Items] | ||
Unsecured convertible notes, net of discount | $ 2,104,342 | $ 67,858 |
Convertible notes payable, long-term | 11,668 | |
Shareholder Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Less accumulated amortization of Valuation Discount | (765,570) | |
Net | 3,907,520 | 3,603,446 |
Unsecured convertible notes, net of discount | 3,907,520 | 3,603,446 |
Convertible notes payable, long-term | ||
Shareholder Convertible Notes Payable [Member] | 6% Unsecured Convertible Note - due March 31, 2018 | ||
Debt Instrument [Line Items] | ||
Principal notes payable | 3,765,331 | 3,603,446 |
Shareholder Convertible Notes Payable [Member] | 6% Unsecured Convertible Note - Due between September 30, 2018 and December 31, 2018 | ||
Debt Instrument [Line Items] | ||
Principal notes payable | $ 907,759 |
Convertible Notes Payable, Sh48
Convertible Notes Payable, Shareholder (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 27, 2017 | Feb. 21, 2017 | Feb. 21, 2016 | Dec. 18, 2017 | Dec. 31, 2017 | Mar. 31, 2017 | |
Trinad Capital [Member] | ||||||
Convertible Note Payable, Shareholder (Textual) | ||||||
Percentage of unsecured convertible note payable | 6.00% | 6.00% | ||||
Aggregate principal amount | $ 900,000 | $ 3,603,446 | ||||
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, 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. | |||||
Warrants to purchase shares of common stock | $ 596,846 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.03 | $ 5.01 | ||||
Warrants issued | 596,846 | |||||
Fair value of warrants | $ 1,624,474 | |||||
Risk-free interest rate | 1.50% | |||||
Dividend yield | 0.00% | |||||
Volatility rate | 100.00% | |||||
Expected life | 3 years | |||||
Conversion price (in dollars per share) | $ 3 | $ 2.73 | ||||
Beneficial conversion feature | $ 1,624,474 | $ 3,765,331 | 3,248,948 | |||
Accrued interest | $ 3,581,077 | $ 184,254 | $ 75,938 | |||
6% unsecured convertible notes payable [Member] | ||||||
Convertible Note Payable, Shareholder (Textual) | ||||||
Aggregate principal amount | $ 900,000 | |||||
Warrants to purchase shares of common stock | $ 450,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||
Warrants issued | 450,000 | |||||
Fair value of warrants | $ 599,619 | |||||
Dividend yield | 0.00% | |||||
Expected life | 3 years | |||||
Conversion price (in dollars per share) | $ 3 | |||||
Beneficial conversion feature | $ 300,381 | |||||
Terms of conversion feature | The effective conversion price was $1.00 and the market price of the shares on the date of conversion was $4.00 per share, and the Company recognized aggregate beneficial conversion features of $300,381. As a result, the Company recorded a note discount of $900,000 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 | $ 134,431 | |||||
Unamortized debt discount | 765,569 | |||||
Accrued interest | $ 7,759 | |||||
6% unsecured convertible notes payable [Member] | Maximum [Member] | ||||||
Convertible Note Payable, Shareholder (Textual) | ||||||
Risk-free interest rate | 1.94% | |||||
Volatility rate | 229.00% | |||||
6% unsecured convertible notes payable [Member] | Minimum [Member] | ||||||
Convertible Note Payable, Shareholder (Textual) | ||||||
Risk-free interest rate | 1.73% | |||||
Volatility rate | 127.00% |
Note Payable (Details)
Note Payable (Details) - Note [Member] - USD ($) | 9 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2014 | |
Note Payable (Textual) | |||
Aggregate principal amount | $ 289,935 | $ 277,270 | $ 242,498 |
Accrued interest | $ 47,437 | $ 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 September 30, 2016 or such later date as the lender may agree to in writing. | ||
Bears interest | 6.00% |
Related Party Unsecured Conve50
Related Party Unsecured Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 | |
Debt Instrument [Line Items] | |||
Less: Convertible note payable, current | $ 54,208 | ||
Convertible notes payable, long-term | 11,668 | ||
Related Party unsecured convertible notes payable [Member] | |||
Debt Instrument [Line Items] | |||
Less accumulated amortization of Valuation Discount | (50,280) | (39,039) | |
Net | 54,208 | 11,668 | |
Less: Convertible note payable, current | 54,208 | ||
Convertible notes payable, long-term | 11,668 | ||
Related Party unsecured convertible notes payable [Member] | 6% Unsecured Convertible Note - due September 13, 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Principal notes payable | [1] | 52,967 | 50,707 |
Related Party unsecured convertible notes payable [Member] | 6% Unsecured Convertible Note - due June 28, 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Principal notes payable | [2] | $ 51,521 | |
[1] | On January 4, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin, the father of Robert Ellin, our Chief Executive Officer, Chairman, President, director and principal stockholder, for total principal amount of $50,000. This note will be due September 13, 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. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. In addition, the noteholder received 8,334 warrants to purchase shares of the Company's common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,334 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 $2.73, and the market price of the shares on the date of conversion was approximately $5.01 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 is being amortized as interest over the term of the note or in full upon the conversion of the note. During the nine months ended December 31, 2017, the Company amortized $20,218 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $23,459. At December 31, 2017, $50,000 of principal and $2,967 of accrued interest, was outstanding under the note. | ||
[2] | 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 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. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. In addition, the noteholder received 8,334 warrants to purchase shares of the Company's common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,334 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 $2.73, and the market price of the shares on the date of conversion was approximately $5.01 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 nine months ended December 31, 2017, the Company amortized $23,179 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $26,821. At December 31, 2017, $50,000 of principal and $1,521 of accrued interest, was outstanding under the Note. |
Related Party Unsecured Conve51
Related Party Unsecured Convertible Notes Payable (Details Textual) - USD ($) | Jan. 04, 2017 | Dec. 27, 2017 | Jun. 29, 2017 | Dec. 31, 2017 |
Related Party Unsecured Convertible Notes Payable (Textual) | ||||
Aggregate in gross proceeds | $ 5,000,000 | |||
Financing issuance price | 75.00% | |||
6% Unsecured Convertible Note due September 13, 2018 [Member] | ||||
Related Party Unsecured Convertible Notes Payable (Textual) | ||||
Principal amount | $ 50,000 | $ 50,000 | ||
Unsecured convertible note payable | 6.00% | |||
Unsecured convertible note payable due | Sep. 13, 2018 | |||
Aggregate in gross proceeds | $ 5,000,000 | |||
Financing issuance price | 75.00% | |||
Conversion price (in dollars per share) | $ 3 | |||
Exercise price (in dollars per share) | $ 0.03 | |||
Shares issued during the period | 8,334 | |||
Number of shares of aggregate relative fair value | 8,334 | |||
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 $2.73, and the market price of the shares on the date of conversion was approximately $5.01 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 is being amortized as interest over the term of the note or in full upon the conversion of the note. | |||
Conversion of amortized to interest expense | 20,218 | |||
Unamortized debt discount | 23,459 | |||
Accrued interest | 2,967 | |||
6% Unsecured Convertible Note due June 28, 2018 [Member] | ||||
Related Party Unsecured Convertible Notes Payable (Textual) | ||||
Principal amount | $ 50,000 | 50,000 | ||
Unsecured convertible note payable | 6.00% | |||
Unsecured convertible note payable due | Jun. 28, 2018 | |||
Aggregate in gross proceeds | $ 5,000,000 | |||
Financing issuance price | 75.00% | |||
Conversion price (in dollars per share) | $ 3 | |||
Exercise price (in dollars per share) | $ 0.03 | |||
Shares issued during the period | 8,334 | |||
Number of shares of aggregate relative fair value | 8,334 | |||
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 $2.73, and the market price of the shares on the date of conversion was approximately $5.01 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 | 23,179 | |||
Unamortized debt discount | 26,821 | |||
Accrued interest | $ 1,521 |
Unsecured Convertible Notes P52
Unsecured Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 | |
Debt Instrument [Line Items] | |||
Unsecured convertible notes, net of discount | $ 2,104,342 | $ 67,858 | |
Convertible notes, long term | 220,540 | ||
Unsecured Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Less accumulated amortization of Valuation Discount | (1,127,127) | (1,114,751) | |
Net | 2,104,342 | 288,398 | |
Unsecured convertible notes, net of discount | 2,104,342 | 67,858 | |
Convertible notes, long term | 220,540 | ||
6% Unsecured Convertible Notes - Due September 30, 2018 [Member] | Unsecured Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal notes payable | [1] | 161,663 | 154,882 |
6% Unsecured Convertible Notes - Due between January 31, 2018 and September 30, 2018 [Member] | Unsecured Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal notes payable | [2] | 1,304,096 | 1,248,267 |
6% Unsecured Convertible Notes - Due between January 31, 2018 and June 28, 2018 [Member] | Unsecured Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Principal notes payable | [3] | $ 1,765,710 | |
[1] | 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, as a result of the Company consummating the Public Offering, the noteholder has the right to convert all outstanding note principal and interest due under its note into shares of the Company's common stock, and the conversion price became fixed, at $3.00 per share. In addition, the noteholder received 50,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.015 per share. The aggregate relative fair value of the 50,000 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 $1.89, and the market price of the shares on the date of conversion was approximately $5.01 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 nine months ended December 31, 2017, the Company amortized $56,584 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $52,675. As of December 31, 2017, $11,663 of accrued interest was added to the principal balance. | ||
[2] | 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 in their sole discretion have the option to convert all outstanding principal and interest into shares of the Company's common stock at a conversion price per share of $3.00 (at a 25% discount to the offering price in the Public Offering) 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. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. In addition, the noteholders received an aggregate of 205,834 warrants to purchase shares of the Company's common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 205,834 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 $2.73 and the market price of the shares on the date of conversion was approximately $5.01 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. On December 27, 2017 the conversion feature under the original terms of the note was fixed at $3.00 per common share, which resulted in an additional beneficial conversion feature with an incremental value of $114,548 that was added to the valuation discount and will be amortized over the remaining life of the notes. For the nine months ended December 31, 2017, the Company amortized $649,074 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $470,946. As of December 31, 2017, $69,096 of accrued interest was added to the principal balance. | ||
[3] | 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. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. In addition, the noteholders received an aggregate of 282,500 warrants to purchase shares of the Company's common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 282,500 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 $2.73 and the market price of the shares on the date of conversion was approximately $5.01 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. On December 27, 2017, the conversion feature under the original terms of the note was fixed at $3.00 per common share, which resulted in an additional beneficial conversion feature with an incremental value of $157,210 that was added to the valuation discount and will be amortized over the remaining life of the notes. During the nine months ended December 31, 2017, the Company amortized $1,091,515 of such discount to interest expense, and the unamortized discount as of December 31, 2017 was $603,506. As of December 31, 2017, $70,710 of accrued interest was added to the principal balance. |
Unsecured Convertible Notes P53
Unsecured Convertible Notes Payable (Details Textual) - USD ($) | Sep. 14, 2016 | Dec. 27, 2017 | Jun. 29, 2017 | Mar. 27, 2017 | Dec. 31, 2017 | Mar. 31, 2017 |
Unsecured Convertible Notes Payable (Textual) | ||||||
Aggregate in gross proceeds | $ 5,000,000 | |||||
Financing issuance price | 75.00% | |||||
Unsecured Debt [Member] | ||||||
Unsecured Convertible Notes Payable (Textual) | ||||||
Principal amount | $ 150,000 | |||||
Unsecured convertible note payable | 6.00% | |||||
Unsecured convertible note payable due | Sep. 13, 2018 | |||||
Financing issuance price | 75.00% | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.015 | |||||
Shares issued during the period | 50,000 | |||||
Number of shares of aggregate relative fair value | 50,000 | |||||
Aggregate relative fair value | $ 93,612 | |||||
Risk-free interest rate | 0.90% | |||||
Dividend yield | 0.00% | |||||
Volatility rate | 100.00% | |||||
Expected life | 3 years | |||||
Terms of conversion feature | The effective conversion price was $1.89, and the market price of the shares on the date of conversion was approximately $5.01 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. | |||||
Conversion of amortized to interest expense | $ 56,584 | |||||
Unamortized debt discount | 52,675 | $ 109,259 | ||||
Accrued interest | $ 11,663 | |||||
Conversion price (in dollars per share) | $ 3 | |||||
6% Unsecured Convertible Notes - Due between January 31, 2018 and September 30, 2018 [Member] | ||||||
Unsecured Convertible Notes Payable (Textual) | ||||||
Principal amount | $ 1,235,000 | |||||
Unsecured convertible note payable | 6.00% | |||||
Unsecured convertible note payable due | Sep. 30, 2018 | |||||
Aggregate in gross proceeds | $ 5,000,000 | |||||
Financing issuance price | 75.00% | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.03 | |||||
Shares issued during the period | 205,834 | |||||
Number of shares of aggregate relative fair value | 205,834 | |||||
Aggregate relative fair value | $ 560,226 | |||||
Dividend yield | 0.00% | |||||
Volatility rate | 100.00% | |||||
Expected life | 3 years | |||||
Terms of conversion feature | The effective conversion price was $2.73 and the market price of the shares on the date of conversion was approximately $5.01 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. | |||||
Conversion of amortized to interest expense | $ 114,548 | $ 649,074 | ||||
Unamortized debt discount | 470,946 | $ 1,005,490 | ||||
Accrued interest | $ 69,096 | |||||
Conversion price (in dollars per share) | $ 3 | $ 3 | ||||
6% Unsecured Convertible Notes - Due between January 31, 2018 and September 30, 2018 [Member] | Maximum [Member] | ||||||
Unsecured Convertible Notes Payable (Textual) | ||||||
Risk-free interest rate | 1.53% | |||||
6% Unsecured Convertible Notes - Due between January 31, 2018 and September 30, 2018 [Member] | Minimum [Member] | ||||||
Unsecured Convertible Notes Payable (Textual) | ||||||
Risk-free interest rate | 1.35% | |||||
6% Unsecured Convertible Notes - Due between January 31, 2018 and June 28, 2018 [Member] | ||||||
Unsecured Convertible Notes Payable (Textual) | ||||||
Principal amount | $ 1,695,000 | |||||
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% | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.03 | |||||
Shares issued during the period | 282,500 | |||||
Number of shares of aggregate relative fair value | 282,500 | |||||
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 $2.73 and the market price of the shares on the date of conversion was approximately $5.01 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 | $ 157,210 | $ 1,091,515 | ||||
Unamortized debt discount | 603,506 | |||||
Accrued interest | $ 70,710 | |||||
Conversion price (in dollars per share) | $ 3 | |||||
6% Unsecured Convertible Notes - Due between January 31, 2018 and June 28, 2018 [Member] | Maximum [Member] | ||||||
Unsecured Convertible Notes Payable (Textual) | ||||||
Risk-free interest rate | 1.53% | |||||
6% Unsecured Convertible Notes - Due between January 31, 2018 and June 28, 2018 [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 | Sep. 23, 2011 | Aug. 25, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transactions (Textual) | |||||||
Due to related parties | $ 96,601 | $ 96,601 | |||||
Other Asset balance | $ 38,929 | $ 38,929 | |||||
Equity investment percentage | 3.64% | 3.64% | |||||
Warrant [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Number of shares issued | 150,000 | ||||||
Expiration period | 3 years | ||||||
Trinad LLC [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Management service fee | $ 90,000 | $ 90,000 | $ 270,000 | $ 270,000 | |||
Prepaid fees | 90,000 | 90,000 | |||||
Mr. Ellin [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Other Asset balance | $ 15,000 | $ 15,000 | |||||
Management Agreement [Member] | Trinad LLC [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Management service fee | $ 2,080,000 | ||||||
Management service payable | 90,000 | ||||||
Due to related parties | $ 1,000,000 | ||||||
Agreement term | 3 years | ||||||
Management Agreement [Member] | Trinad LLC [Member] | Warrant [Member] | |||||||
Related Party Transactions (Textual) | |||||||
Number of shares issued | 750,000 | 716,216 | |||||
Exercise price (in dollars per share) | $ 0.0225 | $ 0.225 | |||||
Expiration period | 10 years |
Commitments and Contingencies55
Commitments and Contingencies (Details) | Dec. 31, 2017USD ($) |
Years Ending March 31 | |
2,018 | $ 112,560 |
2,019 | 337,680 |
Total minimum lease payments | $ 450,240 |
Commitments and Contingencies56
Commitments and Contingencies (Details Textual) | Feb. 08, 2018USD ($) | Dec. 14, 2017 | Aug. 01, 2017USD ($)ft² | May 05, 2017USD ($) | Mar. 03, 2016USD ($) | Jan. 19, 2018shares | Dec. 29, 2017 | Nov. 29, 2017USD ($) | Oct. 31, 2017 | Sep. 30, 2017USD ($)shares | Jul. 17, 2017USD ($) | Dec. 31, 2017USD ($) | Sep. 01, 2017$ / shares | Dec. 31, 2016USD ($) |
Commitments and Contingencies (Textual) | ||||||||||||||
Promotional rights, description | The Company is obligated under five licenses, production and/or distribution agreements to make guaranteed payments as follows: $700,000 for the fiscal year ended March 31, 2019, $285,000 for the fiscal year ended March 31, 2020, and $285,000 for the fiscal year ended March 31, 2021. The agreements also provide for a revenue share of 35-50% of 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 | |||||||||||||
Annual salary | $ 220,000 | |||||||||||||
Area of land held | ft² | 3,200 | |||||||||||||
Cash payment to landlord, per month | $ 37,700 | |||||||||||||
One time payment to Mr. Ellin | $ 10,000,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||
Options to purchase of granted | shares | 1,458,334 | |||||||||||||
Slacker [Member] | ||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||
Promotional rights, description | (i) all of the issued and outstanding shares of capital stock of Slacker were converted into the right to receive an aggregate of 6,126,788 shares of the Company's common stock, valued at $24,507,112, (ii) 1,675,893 shares of the Company's common stock were issued to payoff Slacker's Convertible Promissory Notes, valued at $6,703,502, which includes payoff of the Incremental Stockholder Loan and additional shares issuable by the Company in connection therewith (each as defined in the Merger Agreement), based on the offering price of $4.00 in the Company's underwritten public offering consummated on December 27, 2017, (iii) payment of $2,500,000 to Slacker and its designees and (iv) the Company assumed Slacker's liabilities of $21,547,180, for a total purchase price of $55,257,904. Pursuant to the terms of the Merger Agreement, the Company did not assume any outstanding warrants and options to acquire any shares of capital stock of Slacker and such securities were terminated and cancelled in connection with the Merger. | |||||||||||||
Lease rent expenses | 303,443 | |||||||||||||
Lease expiration date | Dec. 31, 2018 | |||||||||||||
Contributions to the employees annual compensation | $ 86,416 | $ 35,909 | ||||||||||||
Funded percentage | 5.00% | |||||||||||||
Contractual obligation for the fiscal year ended March 31, 2019 | $ 690,900 | |||||||||||||
Contractual obligation for the fiscal year ended March 31, 2020 | $ 160,000 | |||||||||||||
Wantickets [Member] | ||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||
Plaintiffs seeking damages | $ 287,000 | |||||||||||||
Description of action taken by the company | On December 22, 2017, the Company filed an answer on behalf of LXL Tickets that generally denied all the claims in Light's complaint. On December 27, 2017, Light filed a request for exemption from Nevada's mandatory arbitration program, which is a standard filing that was granted because the amount in controversy exceeds $50,000. | |||||||||||||
Proceeds against for demand arbitration | $ 155,633 | |||||||||||||
Jerome Gold [Member] | ||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||
Annual salary | $ 120,000 | |||||||||||||
Cash bonus received | 250,000 | |||||||||||||
Offering to annual salary increase | $ 400,000 | |||||||||||||
Options to purchase of granted | shares | 333,334 | |||||||||||||
Common stock price per share | $ / shares | $ 1.65 | |||||||||||||
Employment agreement term | 3 years | |||||||||||||
Employment agreement, description | The Company entered into Amendment No. 1 to Mr. Gold's employment agreement (the "Gold Amendment"), pursuant to which Mr. Gold agreed to (i) reduce his annual cash base salary payable to him commencing on the day of the closing of the Public Offering (December 27, 2017) from $400,000 to $300,000, (ii) reduce the cash bonus payable to him in connection with the closing of the Public Offering from $250,000 to $100,000, and (iii) delay the payment of such bonus to March 31, 2019. In addition, on December 14, 2017 (the "Grant Date"), pursuant to the Gold Amendment, Mr. Gold was granted options to purchase 333,333 shares of the Company's common stock at an exercise price of $4.00 per share (the "Options"). | (i) one year after the date such portion shall vest, (ii) the second anniversary of the effective date of Mr. Gold's employment agreement, or (iii) the earliest date vested equity awards become exercisable or transferable for similarly situated executives of our Company. | ||||||||||||
Percentage of base salary payable | 100.00% | |||||||||||||
Robert Ellin [Member] | ||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||
Employment agreement monthly rate | $ 650,000 | |||||||||||||
Options to purchase of granted | shares | 1,166,667 | |||||||||||||
Common stock price per share | $ / shares | $ 30 | |||||||||||||
Employment agreement term | 5 years | |||||||||||||
First tranche schuon options | shares | 666,667 | |||||||||||||
Second tranche schuon options | shares | 500,000 | |||||||||||||
Employment agreement, description | The Company entered into Amendment No. 1 to Mr. Ellin's employment agreement, pursuant to which Mr. Ellin agreed to reduce his annual cash base salary payable to him commencing on the day of the closing of the Public Offering (December 27, 2017) from $650,000 to $500,000. | |||||||||||||
Management service payable | $ 30,000 | |||||||||||||
Traded options shares average least per day | shares | 166,667 | |||||||||||||
Percentage of options vest | 100.00% | |||||||||||||
Shares underlying options vest period | 12 months | 24 months | ||||||||||||
Percentage of base salary payable | 100.00% | |||||||||||||
Wynn [Member] | Subsequent Event [Member] | ||||||||||||||
Commitments and Contingencies (Textual) | ||||||||||||||
Total damages claim amount | $ 600,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - Restricted common stock [Member] | 9 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Number of Shares | |
Non-vested Number of Shares, March 31, 2017 | shares | |
Number of Shares, Issued | shares | 233,334 |
Number of Shares, Vested | shares | (25,000) |
Number of Shares, Forfeited | shares | |
Non-vested Number of Shares, December 31, 2017 | shares | 208,334 |
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 | 5.01 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 5.01 |
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ / shares | |
Non-vested Weighted Average Grant Date Fair Value Per Share, December 31, 2017 | $ / shares | $ 5.01 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) | 9 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Stock Options [Member] | |
Class of warrant or right number of securities called by warrants or rights [Abstract] | |
Balance outstanding, begining | shares | |
Granted | shares | 2,916,666 |
Exercised | shares | |
Forfeited/expired | shares | (1,083,333) |
Balance outstanding, ending | shares | 1,833,333 |
Exercisable, ending | shares | 83,333 |
Weighted average exercise price [Abstract] | |
Balance outstanding, beginning | $ / shares | |
Granted | $ / shares | 3.26 |
Exercised | $ / shares | |
Forfeited/expired | $ / shares | 1.65 |
Balance outstanding, ending | $ / shares | 4.22 |
Exercisable, ending | $ / shares | $ 3.89 |
Class of warrant or right number of securities weighted average remaining contractual term by warrants or rights [Abstract] | |
Granted | 9 years 8 months 19 days |
Balance outstanding, ending | 9 years 8 months 26 days |
Exercisable, ending | 9 years 8 months 5 days |
Warrants [Member] | |
Class of warrant or right number of securities called by warrants or rights [Abstract] | |
Balance outstanding, begining | shares | 50,000 |
Granted | shares | 740,834 |
Exercised | shares | (790,834) |
Forfeited/expired | shares | |
Balance outstanding, ending | shares | |
Exercisable, ending | shares | |
Weighted average exercise price [Abstract] | |
Balance outstanding, beginning | $ / shares | $ 0.030 |
Granted | $ / shares | 0.030 |
Exercised | $ / shares | 0.015 |
Forfeited/expired | $ / shares | |
Balance outstanding, ending | $ / shares | |
Exercisable, ending | $ / shares | |
Class of warrant or right number of securities weighted average remaining contractual term by warrants or rights [Abstract] | |
Balance outstanding, begining | 2 years 11 months 26 days |
Granted | 3 years 2 months 30 days |
Exercised | 3 years 2 months 23 days |
Stockholders' Deficit (Detail59
Stockholders' Deficit (Details Textual) - USD ($) | Dec. 14, 2017 | Sep. 29, 2017 | Sep. 07, 2017 | Sep. 14, 2016 | Dec. 27, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 01, 2017 | Mar. 31, 2017 |
Stockholders' Deficit (Textual) | ||||||||||
Common stock issued for services, value | $ 401,943 | |||||||||
Net proceeds for common stock | $ 1,375,000 | |||||||||
Warrants issued | 0 | 50,000 | ||||||||
Fair value of stock options issued | $ 333,333 | $ 1,166,667 | $ 333,334 | |||||||
Stock compensation expenses | 64,491 | |||||||||
Unvested compensation | 767,056 | |||||||||
Stock compensation recognized in future periods | 1,267,497 | |||||||||
Intrinsic value of outstanding options | 1,050,003 | |||||||||
Warrants [Member] | ||||||||||
Stockholders' Deficit (Textual) | ||||||||||
Net proceeds for common stock | $ 14,726 | |||||||||
Common stock exercised | 790,834 | |||||||||
Warrants issued | 790,834 | |||||||||
Common stock convertible notes, shares | 740,834 | |||||||||
Common stock convertible notes, value | $ 1,391,195 | |||||||||
Public offering, shares | 150,000 | |||||||||
Warrants [Member] | Minimum [Member] | ||||||||||
Stockholders' Deficit (Textual) | ||||||||||
Warrants exercise price | $ 0.01 | |||||||||
Warrants [Member] | Maximum [Member] | ||||||||||
Stockholders' Deficit (Textual) | ||||||||||
Warrants exercise price | $ 0.03 | |||||||||
Employee [Member] | ||||||||||
Stockholders' Deficit (Textual) | ||||||||||
Common stock issued for services | 233,334 | |||||||||
Common stock issued for services, value | $ 1,169,000 | |||||||||
Stock issuance cost | 401,943 | |||||||||
Options exercise price | $ 1.65 | |||||||||
Schuon Options [Member] | ||||||||||
Stockholders' Deficit (Textual) | ||||||||||
Stock options granted | 1,000,000 | |||||||||
Options exercise price | $ 1.65 | |||||||||
Fair value of stock options issued | $ 25,000 | |||||||||
Term of options | 3 years | |||||||||
Gold Options [Member] | ||||||||||
Stockholders' Deficit (Textual) | ||||||||||
Stock options granted | 333,333 | 333,334 | ||||||||
Options exercise price | $ 1.65 | |||||||||
Fair value of stock options issued | $ 1,331,988 | $ 1,634,030 | ||||||||
Options vesting terms, description | (i) one year after the date such portion shall vest, (ii) the second anniversary of the grant date, or (iii) the earliest date vested equity awards become exercisable or transferable for similarly situated executives of the Company. | |||||||||
Risk-free interest rate | 2.35% | 2.16% | ||||||||
Volatility rate | 206.00% | 128.00% | ||||||||
Expected life | 3 years | 3 years | ||||||||
Dividend yield | 0.00% | 0.00% | ||||||||
Stock compensation expenses | 516,980 | |||||||||
Stock compensation recognized in future periods | 1,117,050 | |||||||||
Common stock exercise price | $ 4 | |||||||||
Ellin Options [Member] | ||||||||||
Stockholders' Deficit (Textual) | ||||||||||
Stock options granted | 1,166,667 | |||||||||
Fair value of stock options issued | $ 5,615,522 | |||||||||
Options vesting terms, description | The Ellin Options shall 100% vest if prior to the third anniversary of the effective date of his employment agreement the shares of our common stock shall have traded at a price of $30.00 per share or more for a period of 90 consecutive trading days during which an average of at least 166,667 shares are traded per day (the “Ellin Performance Options”). | |||||||||
Risk-free interest rate | 2.05% | |||||||||
Volatility rate | 128.00% | |||||||||
Expected life | 3 years | |||||||||
Dividend yield | 0.00% | |||||||||
Stock compensation expenses | 1,230,675 | |||||||||
Stock compensation recognized in future periods | $ 4,384,847 | |||||||||
Ellin Options [Member] | Tranche one [Member] | ||||||||||
Stockholders' Deficit (Textual) | ||||||||||
Stock options granted | 666,667 | |||||||||
Ellin Options [Member] | Tranche two [Member] | ||||||||||
Stockholders' Deficit (Textual) | ||||||||||
Stock options granted | 500,000 | |||||||||
Consultants [Member] | ||||||||||
Stockholders' Deficit (Textual) | ||||||||||
Common stock issued for services | 383,335 | |||||||||
Common stock issued for services, value | $ 1,665,076 | |||||||||
Stock options granted | 83,333 | |||||||||
Public Offering [Member] | ||||||||||
Stockholders' Deficit (Textual) | ||||||||||
Received net proceeds from public offering | $ 16,810,822 | |||||||||
Public offering, shares | 5,000,000 | |||||||||
Underwriting discount, fees and other offering expenses paid | $ 3,184,178 | |||||||||
Offering price per shares | $ 4 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Jan. 19, 2018 | Dec. 31, 2017 | |
Subsequent Events (Textual) | ||
Stock Issued During Period, Value, Issued for Services | $ 401,943 | |
Subsequent Events [Member] | ||
Subsequent Events (Textual) | ||
Stock Issued During Period, Shares, Issued for Services | 312,782 | |
Stock Issued During Period, Value, Issued for Services | $ 1,251,128 | |
Options to purchase of granted | 1,458,334 | |
Exercise price | $ 4 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 2 years | |
Subsequent Events [Member] | Over-Allotment Option [Member] | ||
Subsequent Events (Textual) | ||
Purchase of over-allotment option | 460,200 | |
Public offering price | $ 4 | |
Net proceeds of offering expenses | $ 1,711,944 |