Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Jul. 11, 2017 | Sep. 30, 2016 | |
Document and Entity Information: | |||
Entity Registrant Name | INVESTVIEW, INC. | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2017 | ||
Trading Symbol | gisv | ||
Amendment Flag | false | ||
Entity Central Index Key | 862,651 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Common Stock, Shares Outstanding | 1,589,136,281 | ||
Entity Public Float | $ 225,756 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, Date of Incorporation | Aug. 10, 2005 | ||
Entity Incorporation, State Country Name | Nevada |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 3,550 | $ 7,697 |
Receivables | 150,000 | |
Deferred costs | 1,793 | |
Total current assets | 153,550 | 9,490 |
Total assets | 153,550 | 9,490 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 417,025 | 1,078,465 |
Deferred revenue | 5,807 | 13,128 |
Related party payables | 132,199 | 704,241 |
Settlement payable | 344,392 | 344,392 |
Debt, current portion | 73,011 | 378,460 |
Current liabilities of discontinued operations | 120,266 | 120,266 |
Derivative liability, short term portion | 37,157 | 194,087 |
Total current liabilities | 1,129,857 | 2,833,039 |
Debt, long term portion | 1,399,190 | |
Related party payables, long term portion | 295,101 | |
Derivative liability, long term portion | 64,721 | |
Long term liabilities | 1,759,012 | |
Total liabilities | 1,129,857 | 4,592,051 |
Commitments and contingencies | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value: $0.001; 10,000,000 shares authorized, none issued and outstanding as of March 31, 2017 and 2016 | ||
Common stock, par value $0.001; 2,000,000,000 and 60,000,000 shares authorized; 125,889,455 and 14,966,911 issued and 125,888,155 and 14,965,611 outstanding as of March 31, 2017 and 2016, respectively | 125,890 | 14,967 |
Additional paid in capital | 97,774,514 | 96,282,849 |
Common stock subscriptions (receivable) | (250,000) | |
Treasury stock, 1,300 shares | (8,589) | (8,589) |
Accumulated deficit | (98,868,122) | (100,621,788) |
Total stockholders' deficit | (976,307) | (4,582,561) |
Total liabilities and stockholders' deficit | $ 153,550 | $ 9,490 |
CONSOLIDATED BALANCE SHEETS PAR
CONSOLIDATED BALANCE SHEETS PARENTHETICAL - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 |
CONSOLIDATED BALANCE SHEETS PARENTHETICAL | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | ||
Preferred stock shares outstanding | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 2,000,000,000 | 60,000,000 |
Common stock shares issued | 125,889,455 | 14,966,911 |
Common stock shares outstanding | 125,888,155 | 14,965,611 |
Treasury shares | 1,300 | 1,300 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONSOLIDATED STATEMENT OF OPERATIONS | ||
Revenue, net: | $ 131,465 | $ 353,926 |
Operating costs and expenses: | ||
Cost of sales and service | 3,257 | 43,484 |
Selling, general and administrative | 980,579 | 1,975,255 |
Total operating costs and expenses | 983,836 | 2,018,739 |
Net loss from operations | (852,371) | (1,664,813) |
Other income (expense): | ||
Gain on derivative valuation | 84,284 | 246,939 |
Gain on debt extinguishment | (3,170,326) | |
Loss on disposal of subsidiaries | (26,058) | |
Interest expense | (648,573) | (660,498) |
Total other income (expense) | 2,606,038 | (439,617) |
Income (loss) before income taxes | 1,753,666 | (2,104,430) |
Net income (loss) | $ 1,753,666 | $ (2,104,430) |
Income (loss) per common share, basic and diluted | $ 0.05 | $ (0.14) |
Weighted average number of common shares outstanding, basic and diluted | 38,153,419 | 14,616,664 |
CONSOLIDATED STATEMENT OF (DEFI
CONSOLIDATED STATEMENT OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid in Capital | Common Stock Subscription Receivable | Treasury Stock | Accumulated Deficit | Non-controlling Interest | Total |
Balance at Mar. 31, 2015 | $ 14,535 | $ 96,018,216 | $ (250,000) | $ (8,589) | $ (98,517,358) | $ (56,165) | $ (2,799,361) |
Balance - Shares at Mar. 31, 2015 | 14,535,076 | ||||||
Common stock issued for services | $ 332 | 92,653 | 92,985 | ||||
Common stock issued for services - shares | 331,835 | ||||||
Common stock issued in settlement of debt | $ 100 | 9,790 | 9,890 | ||||
Common stock issued in settlement of debt - shares | 100,000 | ||||||
Reclass derivatives liability to equity upon convertible note payoff | 162,190 | 162,190 | |||||
Disposal of majority owned subsidiary | $ 56,165 | 56,165 | |||||
Net income (loss) | (2,104,430) | (2,104,430) | |||||
Balance at Mar. 31, 2016 | $ 14,967 | 96,282,849 | (250,000) | (8,589) | (100,621,788) | (4,582,561) | |
Balance - Shares at Mar. 31, 2016 | 14,966,911 | ||||||
Common stock issued for services | $ 6,072 | 25,703 | 31,775 | ||||
Common stock issued for services - shares | 6,072,200 | ||||||
Common stock issued in settlement of debt | $ 72,710 | 303,289 | 375,999 | ||||
Common stock issued in settlement of debt - shares | 72,709,924 | ||||||
Reclass derivatives liability to equity upon convertible note payoff | 277,778 | 277,778 | |||||
Common stock issued for cash | $ 10,671 | 146,829 | 157,500 | ||||
Common stock issued for cash - shares | 10,670,840 | ||||||
Common stock issued in payment of compensation | $ 21,070 | 962,666 | 983,736 | ||||
Common stock issued in payment of compensation - shares | 21,069,580 | ||||||
Common stock issued for director fees | $ 400 | 25,400 | 25,800 | ||||
Common stock issued for director fees - shares | 400,000 | ||||||
Write off of subscription receivable | (250,000) | $ 250,000 | |||||
Net income (loss) | 1,753,666 | 1,753,666 | |||||
Balance at Mar. 31, 2017 | $ 125,890 | $ 97,774,514 | $ (8,589) | $ (98,868,122) | $ (976,307) | ||
Balance - Shares at Mar. 31, 2017 | 125,889,455 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 1,753,666 | $ (2,104,430) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 310,484 | 171,263 |
Amortization of deferred compensation | 121,288 | |
Stock issued for services and compensation | 557,766 | 92,985 |
Loan fees on new borrowings | 17,176 | 343,827 |
New derivatives recorded as loan fees | 159,132 | |
(Gain) loss on derivative valuation | (84,284) | (246,939) |
(Gain) loss on debt settlement | (3,170,326) | |
Changes in operating assets and liabilities: | ||
Change in receivables | (150,000) | 57,076 |
Change in deferred costs | 1,793 | 884 |
Change in prepaid and other assets | 106,664 | |
Change in accounts payable and accrued liabilities | 265,801 | 223,158 |
Change in deferred revenue | (7,321) | (28,457) |
Change in accrued interest | 133,915 | 128,615 |
Change in accrued interest - related parties | 19,178 | 25,524 |
Net cash (used in) operating activities | (193,019) | (1,108,542) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds (repayments) for related party payables, net | 65,480 | 57,594 |
Proceeds from new lending | 92,500 | 375,010 |
Repayments for debt | (126,607) | (122,102) |
Proceeds from the sale of stock | 157,500 | |
Net cash provided by financing activities | 188,872 | 310,502 |
Net decrease in cash and cash equivalents | (4,147) | (798,040) |
Cash and cash equivalents-beginning of period | 7,697 | 805,737 |
Cash and cash equivalents-end of period | 3,550 | 7,697 |
Cash paid during the period for: | ||
Interest | ||
Income taxes | ||
Non cash financing activities: | ||
Common stock issued for accounts payable and accrued liabilities | 173,647 | |
Common stock issued in non cash settlement of debt | 2,119,024 | 3,000 |
Common stock issued for related party payables | 890,948 | |
Subscription receivable recorded as contributed capital | 250,000 | |
Derivative recorded as a debt discount | 127,208 | |
Reclass derivative from liability to equity upon debt payoff | $ 277,778 | $ 162,190 |
1. Summary of Significant Accou
1. Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
1. Summary of Significant Accounting Policies | 1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows: Business and Basis of Presentation Investview, Inc. (the "Company" or INVU) was incorporated on August 10, 2005 under the laws of the State of Nevada as Voxpath Holding, Inc. On September 16, 2006, the Company changed its name to TheRetirementSolution.Com, Inc., on October 1, 2008 to Global Investor Services, Inc. and on March 27, 2012 to Investview, Inc. The Company currently markets directly and through its marketing partners as well as online, certain investor products and services that provide financial and educational information to its prospective customers and to its subscribers. In August 2014, the Company formed Vickrey Brown Investments, LLC, a limited liability company under the laws of California with 51% membership interests specializing in investment strategies which combine quantitative strategies, forensic accounting and volatility controls. At formation, the minority members paid an aggregate of $1,000 as equity contribution. The Company contributed $120,000 as equity contribution and is contingently obligated to issue 500,000 shares of common stock upon achieving certain milestones (as defined). Prior to all distributions, the Company is to receive 25% of all revenue generated until at which time the $120,000 equity contribution of the Company has been paid. On December 4, 2014, the Company formed GGI Inc., a corporation organized under the laws of Delaware for the purchase certain assets including the source code and platform use for the development of an electronic marketplace to facilitate impact investing. On December 27, 2014, the Company exchanged 21% ownership of GGI Inc. for two employment agreements. In connection with the aforementioned exchange, the Company charged 21% of the fair value of the net assets distributed of $338,050 as employee compensation expense. On March 13, 2015, the Company sold GGI, Inc. in exchange for $1,147,500 cash, assumption of $579,452 of debt and return of an aggregate of 1,350,000 shares of the Companys common stock previously issued to acquire CertusHoldings, Inc. On December 27, 2015, the Company entered into a Second Amended and Restated Operating Agreement whereby the Company surrendered its equity ownership in Vickrey Brown Investments LLC and transferred ownership of SAFE Management LLC (Safe) in exchange for 25% of all revenue generated by Vickrey Brown Investments, LLC until an aggregate of $120,000 has been paid and 30.6% of remaining and future revenue The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Investment Tools & Training, LLC ("ITT") and Razor Data Corp ("Razor"). All significant inter-company transactions and balances have been eliminated in consolidation. On March 31, 2017, the Company entered into a Contribution Agreement with the members of Wealth Generators, LCC, a limited liability company (Wealth Generators), pursuant to which the Wealth Generators Members agreed to contribute 100% of the outstanding securities of Wealth Generators in exchange for an aggregate of 1,358,670,942 shares of the common stock of the Company. The closing of the Wealth Generators Contribution occurred after close of business on March 31, 2017, therefore, effective April 1, 2017, Wealth Generators became a wholly owned subsidiary of the Company and (see Note 13). Revenue Recognition For revenue from product sales and services, the Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (ASC 605-10) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product or services has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Revenue arises from subscriptions to the websites/software, workshops, online workshops and training and coaching/counseling services where the customers are charged a monthly subscription fee for access to the online training and courses and website/data. Revenues are recognized in the month the product and services are delivered. The Company sells its products separately and in various bundles that include website/data subscriptions, educational workshops, online workshops and training, one-on-one coaching and counseling sessions, along with other products and services. The deferral policy for each of the different types of revenues is summarized as follows: Product Recognition Policy Live Workshops and Workshop Certificates Deferred and recognized as the workshop is provided or certificate expires Online training and courses Deferred and recognized a.) as the services are delivered, or b.) when usage thresholds are met, or c.) on a straight-line basis over the initial product period Website/data fees (monthly) Not deferred, recognized in the month delivered Website/data fees (pre-paid subscriptions) Deferred and recognized on a straight-line basis over the subscription period Cost of Sales and Service The cost of sales and service consists of the cost of the data feeds that supply twenty minute delayed stock market data to the Companys stock analysis software based tool, external partner commissions and other costs associated with the repair or maintenance of the website. Use of Estimates The preparation of these consolidated financial statements in conformity with generally accepted accounting principles 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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2017 and 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, notes payable, convertible notes payable, derivative liabilities and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Derivative Liability The Company accounts for derivatives in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At March 31, 2017 and 2016, the Company did not have any derivative instruments that were designated as hedges. See Note 6 for discussion of the Companys derivative liabilities. Stock-Based Compensation The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (ASC 718-10), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to its employees and directors, including employee stock options and restricted stock awards. The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of time an employee will retain vested stock options before exercising them, the estimated volatility of our common stock price and the number of options that will be forfeited prior to vesting. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Changes in these estimates and assumptions can materially affect the determination of the fair value of stock-based compensation and consequently, the related amount recognized in the Companys consolidated statements of operations. Advertising Costs The Company expenses advertising costs as incurred. Advertising expense was $598 and $1,654 for the years ended March 31, 2017 and 2016, respectively. Cash and Cash Equivalents For purposes of the statements of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash equivalents. As of March 31, 207 and 2016 the Company had no cash equivalents. Concentrations of Credit Risk Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit of $250,000. As of March 31, 207 and 2016 the Company had no amounts in excess of the FDIC insurance limit. Income Taxes The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (ASC 740-10) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of derivative liability and stock compensation accounting versus basis differences. Net Income (Loss) per Share The Company follows Accounting Standards Codification subtopic 260-10, Earnings Per Share (ASC 260-10) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Convertible debt, stock options and warrants (17,045,455, 35,000, and 6,534,810, respectively, as of March 31, 2017) have been excluded common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early application is not permitted. Management is in the process of assessing the impact of ASU 2014-09 on the Companys financial statements. |
2. Going Concern and Management
2. Going Concern and Management's Liquidity Plans | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
2. Going Concern and Management's Liquidity Plans | 2. GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS The Companys consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred significant recurring losses which have resulted in an accumulated deficit of $98,868,122, net loss from operations of $852,371 and a working capital deficit of $976,307 as of and for the year ended March 31, 2017 which raises substantial doubt about the Companys ability to continue as a going concern. During the year ended March 31, 2017, the Company raised $92,500 in cash proceeds from the issuance of a notes and entering into a based factoring agreement, net of repayments, and received proceeds from the sale of stock of $157,500. Additionally, effective April 1, 2017 in conjunction with a Contribution Agreement dated March 31, 2017, Wealth Generators, LLC became a wholly owned subsidiary of the Company through a reverse-merger and the Company effectively succeeded its operations to Wealth Generators. Subsequent to March 31, 2017 The Company's primary source of operating funds since inception has been cash proceeds from the private placements of common stock and proceeds from private placements of convertible and other debt. However, through Wealth Generators the Company plans to reduce obligations and fund the Company with cash flow provided by operations. The Company also intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities. If the Company is unable to fund the Company through operations or raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support increased operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
3. Settlement Payable
3. Settlement Payable | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
3. Settlement Payable | 3. SETTLEMENT PAYABLE On January 20, 2009, the Company received $200,000 in exchange for a promissory note, payable, due July 20, 2009 with interest due monthly at 20% per annum. The note was secured by common stock of the Company and was personally guaranteed by certain officers of the Company. The note contained certain first right of payment should the Company be successful in raising $500,000 to $1,500,000 in a Private Placement Offering before any payments could be distributed from the escrow at the offering. In connection with the issuance of the promissory note payable, the Company issued warrants to purchase its common stock at $2.00 per share for five years. The fair value of the warrants of $101,183, representing debt discount, has been fully amortized. On August 12, 2013, Evenflow Funding, LLC ("Evenflow") commenced a civil action (the NJ Action) against the Company in the Superior Court of New Jersey, Law Division, Monmouth County (the "Court") bearing Docket No.. Mon-L-3105-13 in collection of the above described promissory note issued January 20, 2009 and related accrued interest . On October 13, 2014, the Company and Evenflow agreed to a settlement and a Stipulation of Settlement (the "Settlement") was filed with the Court, in connection with the NJ Action. Pursuant to the Settlement, the Company agreed to pay to Evenflow a total of $425,000 (the "Settlement Amount") in quarterly payments (the "Quarterly Payments") equal to 10% of the net revenue (revenue less allowances, returns and payments to revenue sharing agreements) of the Company as reported in the Company's periodic reports filed on Form 10-Q or Form 10-K (collectively, the "Periodic Reports") commencing with the Company's December 31, 2014 Periodic Report. The Quarterly Payments are due and payable by the Company on the tenth day following the filing of each Periodic Report. In addition to the Quarterly Payments, the Company agreed to make an initial payment in the amount of $25,000 upon the filing of the Settlement with the Court, as well as a payment in the amount of $25,000 due on the 12 month anniversary of the initial payment. The aggregate total of all payments including the upfront $25,000, the one year anniversary $25,000, and the quarterly payments is to be $425,000. As of March 31, 2016, the Company reclassified the promissory note and accrued interest to settlement payable. No material gain or loss was recorded in connection with the settlement. The unpaid balance as of March 31, 2017 and 2016 was $344,392. As of March 31, 2017 the Company was in default on this liability, however, in conjunction with the Wealth Generators reverse-merger, effective April 1, 2017, this liability was assigned and assumed by Alpha Pro Asset Management Group, LLC, an entity associated with the former management of the Company (see Note 13). |
4. Related Party Payables
4. Related Party Payables | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
4. Related Party Payables | 4. RELATED PARTY PAYABLES Summary of outstanding related party payables as of March 31, 2017 and 2016 is as follows: 2017 2016 Note payable, due July 31, 2015 [1] $ - $ 95,000 Convertible notes payable, due June 30, 2017 [2] - 258,799 Accrued interest - 45,010 Advances [3] 127,199 127,573 Accrued salaries and wages [4] 5,000 472,960 Total 132,199 999,342 Less: Short term portion 132,199 704,241 Long term portion $ - $ 295,101 [1] On August 1, 2014, the Company issued a Secured Promissory Note payable to a board member and significant shareholder for $120,000 bearing interest at 5% per annum payable at such time as any payment of principal of the Note is made. The Note is payable the earlier of (i) July 31, 2015 or (ii) receipt of proceeds from operations from Vickrey Brown Investments, LLC, a majority owned subsidiary of the Company. The payment terms are currently being renegotiated and the note is currently in default. The note was secured by: (i) 240,000 shares of common stock of the Company, $.001 par value per share, to be placed in escrow, and (ii) the Companys right, title and interest in Vickrey Brown Investments, LLC. During the year ended March 31, 2016, the Company made payments in aggregate of $25,000 towards the principal of the note. During the year ended March 31, 2017 the Company issued 2,082,680 shares of common stock for $95,000 of note principal and $12,287 of accrued interest to reduce this liability to zero. [2] On August 6, 2012, the Company issued a $100,000 convertible promissory note with interest at 8% per annum, due August 6, 2015 to the Companys CEO. The note is convertible into the Companys common stock at $4.00 per share. In connection with the issuance of the note, the Company issued 12,500 warrants to purchase the Companys common stock at $6.00 per share over five years. On June 30, 2014, the Company exchanged the convertible note and warrants to acquire the Companys common stock for new convertible note and warrants. On August 12, 2012, the Company issued a $100,000 convertible promissory note with interest at 8% per annum, due August 12, 2015 to the Companys former COO. The note is convertible into the Companys common stock at $4.00 per share. In connection with the issuance of the note, the Company issued 12,500 warrants to purchase the Companys common stock at $6.00 per share over five years. On June 30, 2014, the Company exchanged the convertible note and warrants to acquire the Companys common stock for new convertible note and warrants. In exchange for the above two notes, during the fiscal year ending March 31, 2015, the Company issued an aggregate of $258,799 related party notes in exchange for maturing notes and accrued interest that mature June 30, 2017 in exchange for the cancellation of $200,000 previously issued convertible notes, accrued interest of $35,260 and an incentive of $23,539. The Promissory Notes bears interest at a rate of 8% and can be convertible into 258,799 shares of the Companys common stock, at a conversion rate of $1.00 per share. Interest will also be converted into common stock at the conversion rate of $1.00 per share. In connection with the issuance of the new promissory notes, the Company issued detachable warrants granting the holder the right to acquire an aggregate of 258,799 shares of the Companys common stock at $1.50 per share, net cancellation of previously issued 25,000 warrants to acquire the Companys stock at $6.00 . The new warrants expire five years from the issuance. During the year ended March 31, 2017 the Company issued 6,211,200 shares of common stock for $258,799 of note principal and $51,902 of accrued interest to reduce this liability to zero. [3] The Company is periodically advanced noninterest bearing operating funds from related parties and shareholders. The advances are due on demand and unsecured. Effective March 31, 2017 the Companys CFO forgave advances he had provided to the Company in the amount of $60,853. [4] During the year ended March 31, 2017 the Company issued 5,812,500 shares of its common stock to its CEO and CFO for wages accrued in prior years of $472,960. Additionally, the Company issued 14,357,080 shares of its common stock to its CEO and CFO for current period wages valued at $503,639. |
5. Debt
5. Debt | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
5. Debt | 5. DEBT Summary of outstanding debt as of March 31, 2017 and 2016 is as follows: 2017 2016 Note payable, due December 31, 2015 [1] $ - $ 33,333 Notes payable, due December 31, 2016, in default [1] 10,000 86,667 Note payable, due September 2016, in default [2] 8,731 30,399 Convertible note payable, due December 31, 2016, in default [3] 45,000 - Convertible note payable, due September 25, 2017, net of unamortized debt discount of $0 and $23,106, respectively [4] - 10,494 Convertible note payable, due November 13, 2016, net of unamortized debt discount of $0 and $21,708, respectively [5] - 13,292 Convertible notes payable, due August 31, 2016, net of unamortized debt discount of $0 and $129,523, respectively [6] - 30,477 Convertible Promissory notes due June 30, 2017 [7] - 1,317,861 Accrued interest 9,280 255,127 Total 73,011 1,777,650 Less: Short term portion (73,011 ) (378,460 ) Long term portion $ - $ 1,399,190 [1] On September 30, 2010, the Company issued an aggregate of $120,000 in unsecured promissory notes due five years from issuance at 8% per annum payable at maturity in exchange for the cancellation of 15,000 previously issued warrants. The fair value of the exchanged warrants, approximately equaled the fair value of the issued notes at the date of the exchange. In September 2015, the Company extended one note for $33,333 till December 31, 2015 and four notes, in aggregate of $86,667 till December 31, 2016. During the year ended March 31, 2017 the Company issued 1,000,180 shares of stock to extinguish the $33,333 note and issued 2,300,420 shares of stock to extinguish $76,667 of the $86,667 notes. Subsequent to March 31, 2017 the Company extinguished this liability in conjunction with the Acquisition Agreement with Market Trend Strategies, LLC (see Note 13). [2] On October 29, 2015, the Company entered into revenue based factoring agreement and received $44,010 in exchange for $54,573 of future receipts relating to monies collected from customers or other third-party payors. Under the terms of the agreement, the Company is required to make daily payments equal to 19% of the Companys daily cash or monetary sales receipts over the term of the agreement (approximately 11 months). The Company has recorded a debt discount which is being amortized to interest expense over the term of the agreement. During the year ended March 31, 2017 the Company amortized $5,437 of the debt discount, resulting in a $0 debt discount at March 31, 2017, and made payments of $27,105 on the liability. [3] On July 12, 2016, the Company issued a 8% secured convertible promissory note due December 31, 2016 for previous services rendered. At maturity, the holder may convert the principal and interest into shares of the Companys common stock at 40% discount of the average of 3 day closing price prior to conversion. Subsequent to March 31, 2017 the Company extinguished this liability in conjunction with the Assignment and Assumption Agreement with Alpha Pro Asset Management Group, LLC (see Note 13) [4] On September 25, 2015, the Company entered into a Securities Purchase Agreement with JMJ Financial, for the sale of a 12% convertible note in the principal amount of $150,000 (the JMJ Note). The financing closed on a $33,000 tranche on September 25, 2015. The total net proceeds the Company received from this Offering was $30,000, net of fees and original interest discount (OID) of $3,000. The JMJ Note bears interest at the rate of 12% per annum after three months. All interest and principal must be repaid on September 25, 2017. The Note is convertible into common stock, at JMJ Financial s option, at a 60% discount to the lowest trading price of the common stock during the 25 trading day period prior to conversion. During the year ended March 31, 2016, the Company issued 100,000 shares of its common stock in settlement of $3,000 principal. During the year ended March 31, 2017, the Company amortized $23,106 of debt discount, made cash payments on this liability of $17,074, and issued 6,655,000 shares of stock to extinguish $16,526 of this note principal. [5] On November 13, 2015, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners LLC, for the sale of a 5% convertible note in the principal amount of $35,000. The total net proceeds the Company received from this Offering was $31,000, net of fees of $4,000. The Note bears interest at the rate of 5% per annum. All interest and principal must be repaid on November 13, 2016 and is convertible into common stock, at Crown Bridge Partners, LLC s option, at a 52% discount to the lowest trading price of the common stock during the 20 trading day period prior to conversion. On May 25, 2016 the Company amended the Note such that the holder waived all events of default that existed and the Note principal increased by $21,875. During the year ended March 31, 2017 the Company paid $7,500 to settle this amount and $14,375 was recorded as a gain on settlement. On May 31, 2016 the Company replaced the Note with a new note entered into with Azoth Fund, LLC for $73,500 after receiving $32,500 in cash proceeds and recording $6,500 in interest expense at inception. The Azoth Note has an original issue discount of $3,500, bears interest at the rate of 8% per annum, is due 12 months from the date of issuance, and is convertible into common stock at a conversion price that is 50% multiplied by the lowest market price of the previous 20 trading prices. During the year ended March 31, 2017 $21,176 of the principal of this note was converted into 19,006,000 shares of the Companys common stock and the Company paid back $67,000 in cash to reduce the liability to zero. [6] On February 24, 2016, the Company issued an aggregate of $160,000 convertible promissory notes bearing interest at 12% per annum due upon maturity along with principal on August 31, 2016. The convertible promissory notes are convertible, at the holders option, at $0.10 per share at any time, the due date or the time of a $5 million equity event, as defined. In connection with the issuance of the convertible promissory notes, the Company issued detachable warrants granting the holder the right to acquire an aggregate of 320,000 shares of the Companys common stock at $0.50 per share and expire 2 years from the date of issuance. The Company determined that the conversion feature in each of the notes required classification as an embedded derivative. The accounting treatment requires that the Company record at fair value at inception as a liability. The determined fair value exceeded the net proceeds received, therefore no value were assigned to the issued detachable warrants as described in ASC 470-20. During the year ended March 31, 2017 $160,000 of the principal was converted into 3,200,000 shares of the Companys common stock to reduce the liability to zero. [7] On June 30, 2014, the Company issued an aggregate of $1,603,121 in secured Convertible Promissory Notes, of which $258,799 related party (see Note 4), that matures June 30, 2017 in exchange for the cancellation of $1,200,000 previously issued convertible notes, accrued interest of $257,310 and an incentive of $145,811 . The Promissory Notes bear interest at a rate of 8% and can be convertible into 1,603,121 shares of the Companys common stock, at a conversion rate of $1.00 per share. Interest will also be converted into common stock at the conversion rate of $1.00 per share. In connection with the issuance of the promissory notes, the Company issued detachable warrants granting the holder the right to acquire an aggregate of 1,603,121 shares of the Companys common stock at $1.50 per share, net cancellation of previously issued 150,000 warrants to acquire the Companys stock at $6.00. The new warrants expire five years from the issuance. The Company did not record an embedded beneficial conversion feature in the notes since the fair value of the common stock did not exceed the conversion rate at the date of issuance. In connection with the exchange, the Company recorded an aggregate loss on settlement of debt of $1,588,616 comprised of $1,442,805 representing the fair value of the issued warrants and $145,811 representing the above described incentive. The Company valued the warrants using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, an average risk free interest rate of 1.62%, a dividend yield of 0%, and volatility of 422.71%. During the year ended March 31, 2016, one note for $100,000 previously settled as described above was disputed. Therefore, the original note, currently in default, was restored as originally recorded and related warrants exchanged were cancelled. The repayment of this note is currently being renegotiated. During the year ended March 31, 2017 $1,317,861 of the non-related party principal and $277,226 of the accrued interest related to the notes was converted into 31,954,444 shares of the Companys common stock to reduce the liabilities to zero. In addition to the above, the following liabilities were paid off during the year ended March 31, 2016 or were entered into and paid off during the year ended March 31, 2017, thus were not included in the table above. Vis Vires Group, Inc. On August 27, 2015, the Company entered into a Securities Purchase Agreement with Vis Vires Group, Inc. ("Vis Vires") for the sale of 8% convertible note in the principal amount of $114,000 (the Vis Vires Note). The total net proceeds the Company received from these offerings was $110,000, net of fees of $4,000. The Vis Vires Note bears interest at the rate of 8% per annum and is due May 31, 2016 and is convertible into common stock, at Vis Viress option, at a 65% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. On February 26, 2016, the Company paid the total outstanding balance of $114,000 plus accrued interest therefore the note had a $0 balance as of March 31, 2017 and 2016. At note payoff, February 26, 2016, the Company reclassified the determined fair value of the embedded derivative of $162,190 to equity. The fair value of the derivative was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 413.62%, (3) weighted average risk-free interest rate of 0.33%, (4) expected life of 0.26 years, and (5) estimated fair value of the Companys common stock of $0.139 per share. Bartonek On April 5, 2016, the Company issued a $15,000 convertible promissory note to Joseph Bartonek, Jr. bearing interest at 12% per annum due upon maturity along with principal on August 31, 2016. The convertible promissory note is convertible, at the holders option, at $0.10 per share at any time, the due date or the time of a $5 million equity event, as defined. In connection with the issuance of the convertible promissory note, the Company issued detachable warrants granting the holder the right to acquire 30,000 shares of the Companys common stock at $0.50 per share and expire 2 years from the date of issuance. The Company determined that the conversion feature in the note required classification as an embedded derivative. The accounting treatment requires that the Company record at fair value at inception as a liability. The determined fair value exceeded the net proceeds received, therefore no value was assigned to the issued detachable warrants as described in ASC 470-20. During the year ended March 31, 2017 $15,000 of the principal was converted into 300,000 shares of the Companys common stock to reduce the liability to zero. |
6. Derivative Liabilities
6. Derivative Liabilities | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
6. Derivative Liabilities | 6. DERIVATIVE LIABILITIES As described in Note 5, the Company issued convertible notes that contain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date. During the years ending March 31, 2017 and 2016, the Company had the following activity in their derivative liability account: Derivative liability at March 31, 2015 $ - Derivative liability recorded on new instruments 674,828 Elimination of derivative liability on conversion (6,891 ) Reclass derivative liability to equity upon convertible note payoff (162,190 ) Change in fair value of derivative liability (246,939 ) Derivative liability at March 31, 2016 258,808 Derivative liability recorded on new instruments 286,340 Elimination of derivative liability on conversion (128,490 ) Reclass derivative liability to equity upon convertible note payoff (277,778 ) Gain on settlement (17,439 ) Change in fair value of derivative liability (84,284 ) Derivative liability at March 31, 2017 $ 37,157 The Company recorded the aggregate fair value of $674,828 of embedded derivatives on their notes entered into during the year ended March 31, 2016, which was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 225.82% to 413.63%, (3) weighted average risk-free interest rate of 0.36 % to 0.70%, (4) expected life of 0.76 to 2.00 years, and (5) estimated fair value of the Companys common stock of $0.129 to $0.31 per share. The determined fair value of the debt derivatives of $674,828 was charged as a debt discount up to the net proceeds of the notes with the remainder of $343,827 charged to current period operations as non-cash interest expense. At March 31, 2016, the Company marked to market the fair value of the debt derivatives and determined a fair value of $258,808. The Company recorded a gain from change in fair value of debt derivatives of $246,939 for the year ended March 31, 2016. The fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 412.94%, (3) weighted average risk-free interest rate of 0.39% to 0.59%, (4) expected life of 0.42 to 1.49 years, and (5) estimated fair value of the Companys common stock of $0.10 per share. During the year ended March 31, 2017 the Company recorded an aggregate fair value of $333,996 of embedded derivatives on their new notes entered into which was determined using the Binominal Option Pricing Model with the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 413.63% to 451.23%, (3) weighted average risk-free interest rate of 0.40 % to 0.68%, (4) expected life of 0.42 to 1.00 years, and (5) estimated fair value of the Companys common stock of $0.009 to $0.10 per share. At March 31, 2017, the Company marked to market the fair value of the debt derivatives and determined a fair value of $37,157. The Company recorded a gain from change in fair value of debt derivatives of $84,284 for the year ended March 31, 2017. The fair value of the embedded derivatives was determined using Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 237.35%, (3) weighted average risk-free interest rate of 0.74%, (4) expected life of 0.12 years, and (5) estimated fair value of the Companys common stock of $0.0044 per share. |
7. Capital Stock
7. Capital Stock | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
7. Capital Stock | 7. CAPITAL STOCK During the year ended March 31, 2017 the Company issued 10,670,840 shares of common stock in exchange for $157,500 of cash proceeds. The Company issued 6,072,200 shares of common stock with a value of $31,775 for legal and consulting services, of which $18,390 was for current year services and $173,647 was for services incurred in previous periods, therefore the Company recorded a gain on settlement of debt for $160,262. The Company issued 21,069,580 and 400,000 shares of stock valued at $983,735 and $25,800 for compensation and director fees, respectively, of which $536,575 was for current year services and $472,960 was for amounts previously accrued. The Company also issued 72,709,924 shares of its common stock in settlement of debt, wherein principal, accrued interest, and derivative liabilities were extinguished in the amounts of $1,994,362, $414,160, and $128,490, respectively, and the Company recognized a gain on the settlement of debt in the amount of $2,163,813. The Company also wrote off $250,000 worth of Common Stock Subscription Receivable to Additional Paid in Capital during the year ended March 31, 2017 due to the amounts being uncollectible. During the year ended March 31, 2016 the Company issued 331,835 shares of common stock for legal and consulting services valued at $92,985, which represented the value of the services received and which did not differ materially from the value of the stock issued. The Company also issued 100,000 shares of its common stock in settlement of $3,000 of convertible notes payable. As of March 31, 2017 and 2016, the Company had 125,889,455 and 14,966,911 shares of common stock issued and 125,888,155 shares and 14,965,611 shares of common stock outstanding. |
8. Stock Options and Warrants
8. Stock Options and Warrants | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
8. Stock Options and Warrants | 8. STOCK OPTIONS AND WARRANTS Employee Stock Options The following table summarizes the changes in employee stock options outstanding and the related prices for the shares of the Companys common stock issued to employees of the Company under two employee stock option plans. The nonqualified plan adopted in 2007 is for 65,000 shares of which 47,500 have been granted as of March 31, 2016. The qualified plan adopted in October of 2008 authorizing 125,000 shares was approved by a majority of the Shareholders on September 16, 2009. To date 42,500 shares have been granted under the 2008 plan as of March 31, 2016. The following table summarizes the changes in options outstanding and the related prices for the shares of the Companys common stock issued to employees of the Company: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (years) Value Options outstanding at March 31, 2015 37,500 $ 10.20 4.33 $ - Granted - $ - Exercised - $ - Canceled / expired - $ - Options outstanding at March 31, 2016 37,500 $ 10.20 3.33 $ - Granted - $ - Exercised - $ - Canceled / expired (2,500 ) $ - Options outstanding at March 31, 2017 35,000 $ 10.00 2.51 $ - Options exercisable at March 31, 2017 35,000 $ 10.00 2.51 $ - Stock-based compensation expense in connection with options granted to employees for the year ended March 31, 2017 and 2016 was $0. Non-Employee Stock Options The following table summarizes the changes in options outstanding and the related prices for the shares of the Companys common stock issued to consultants and non-employees of the Company: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (years) Value Options outstanding at March 31, 2015 2,500 $ 84.00 1.08 $ - Granted - $ - Exercised - $ - Canceled / expired - $ - Options outstanding at March 31, 2016 2,500 $ 84.00 0.08 $ - Granted - $ - Exercised - $ - Canceled / expired (2,500 ) $ - Options outstanding at March 31, 2017 - $ - - $ - Options exercisable at March 31, 2017 - $ - - $ - Warrants The following table summarizes the warrants outstanding and the related prices for the shares of the Companys common stock as of March 31, 2017: Warrants Outstanding Warrants Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ 0.50 350,000 0.91 $ 0.50 350,000 $ 0.50 $ 1.50 6,127,497 2.24 $ 1.50 6,127,497 $ 1.50 $ 2.50 12,000 1.30 $ 2.50 12,000 $ 2.50 $ 6.00 45,313 0.83 $ 6.00 45,313 $ 6.00 Total 6,534,810 2.11 $ 1.48 6,534,810 $ 1.48 Transactions involving the Companys warrant issuance are summarized as follows: Average Number of Price Shares Per Share Warrants outstanding at March 31, 2015 6,298,771 $ 1.53 Granted / restated 332,500 $ 0.50 Canceled (126,461 ) $ 1.50 Expired - $ - Warrants outstanding at March 31, 2016 6,504,810 $ 1.48 Granted 30,000 $ 0.50 Canceled - $ - Expired - $ - Warrants outstanding at March 31, 2017 6,534,810 $ 1.48 |
9. Discontinued Operations
9. Discontinued Operations | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
9. Discontinued Operations | 9. DISCONTINUED OPERATIONS Sale of Instilend Technologies, Inc. On May 2, 2013, the Company, its wholly-owned subsidiary, Instilend Technologies Inc. ("Instilend") and Fortified Management Group, LLC ("Fortified") entered into an Asset Purchase Agreement (the "APA"), pursuant to which Instilend sold all of its assets, including its proprietary Matador, Locate Stock and LendEQS platforms, to Fortified in consideration of $3,000,000 (the "Purchase Price") consisting of 250,000 shares of common stock of the Company which were returned to the Company for cancellation in March of 2013, $2,500 per month commencing on the 90th day after the Closing Date which will be increased to $5,000 per month as of the 270th day following the Closing Date, a Secured Promissory Note in the principal amount of $1,250,000 (the "APA Note"), the assumption by Fortified from the Company of 5% Convertible Promissory Notes (the "Seller Notes") originally issued by the Company to Todd Tabacco, Derek Tabacco and Richard L'Insalata in the aggregate amount of $500,000 and additional monthly royalties of 5% after the payment of the $1,250,000 Secured Promissory Note up to $4,000,000 as set forth in Schedule 3 of the APA. In addition, $150,000 of the Purchase Price (the "Escrow Funds") were used towards the payment by the Company of certain tax liabilities owed by Instilend. The Escrow Funds will be held in escrow until the Company has entered into settlement agreements with the relevant tax authorities, at which time the Company may authorize the Escrow Funds to be released for payment to the relevant tax authorities. In the event of a failure by the Company to make any payments in accordance with the terms of any such settlement agreements, the Company will issue shares of its common stock to Fortified equal to three times the unpaid amount of the remaining unpaid tax liabilities. As a result of the sale of the operating assets relating to the stock loan business, management of the Company, as of the Closing Date, elected to impair the remaining assets in the business including the goodwill, customer list and covenants to not compete. The impaired assets were initially recorded as a result of the acquisition of Instilend. The assets and liabilities of the discontinued operations as of March 31, 2017 and 2016 were as follows: 2017 2016 Total current assets of discontinued operations $ - $ - Accounts payable $ 120,266 $ 120,266 Total current liabilities of discontinued operations $ 120,266 $ 120,266 Accounts payable are primarily comprised of vendors payable. |
10. Commitments and Contingenci
10. Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
10. Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES Litigation The Company may be subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. The Company has received notice from the New York State Workers Compensation Board that a judgement was filed against them in the amount of $13,000, along with total penalties of $29,034, however, effective July 5, 2017 the Company has confirmed a payment in the amount $4,350 will settle the amounts in full. Additionally, the Companys wholly owned subsidiary, ITT, has received notice from the New York State Workers Compensation Board that a judgement was filed against them in the amount of $22,000, however, effective July 5, 2017 the Company has confirmed a payment in the amount $4,620 will settle the amounts in full. Accordingly, the Company has recorded $8,970 as an accrued liability and a selling, general and administrative expense as of, and during, the year ended March 31, 2017. |
11. Income Taxes
11. Income Taxes | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
11. Income Taxes | 11. INCOME TAXES Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of March 31, 2017 and 2016: 2017 2016 Deferred tax assets: NOL carryover $ 18,372,400 $ 18,771,905 Related party accrued payroll 2,200 203,373 Deferred tax liabilities: - - Valuation allowance (18,374,600 ) (18,975,278 ) Total long-term deferred income tax assets $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended March 31, 2017 and 2016 due to the following: 2017 2016 Book income (loss) $ 754,100 $ (715,500 ) Non-cash interest expense 387,400 175,100 Stock for services 239,800 31,600 Gain on settlement derivative and equity derived (1,006,900 ) - Stock for payables 278,000 3,400 Gain on derivative liability (36,200 ) (84,000 ) Related party accruals (220,600 ) 68,100 Amortization of prepaid expenses with stock - 41,200 Fines and penalties 3,900 - NOL utilization (399,500 ) - Valuation allowance - 480,100 Total long-term deferred income tax assets $ - $ - At March 31, 2017, the Company had net operating loss carryforwards of approximately $42,726,000 that may be offset against future taxable income for the year 2018 through 2037. No tax benefit from continuing or discontinued operations have been reported in the March 31, 2017 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to change in ownership provisions of the Tax Reform Act of 1986, net operation loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. The Company complies with the provisions of FASB ASC 740 in accounting for its uncertain tax positions. ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accruals for interest and tax penalties at March 31, 2016 and 2015. The Company does not expect the amount of unrecognized tax benefits to materially change within the next twelve months. The Company is required to file income tax returns in the U.S. Federal jurisdiction, in New York State, New Jersey, and in Utah. The Company is no longer subject to income tax examinations by tax authorities for tax years ending before March 31, 2013. |
12. Fair Value Measurements
12. Fair Value Measurements | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
12. Fair Value Measurements | 12. FAIR VALUE MEASUREMENTS ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the consolidated financial statements. The carrying value of the Companys cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2017: Level 1 Level 2 Level 3 Total Long-term investments $ - $ - $ - $ - Total $ - $ - $ - $ - Derivative liabilities $ - $ - $ 37,157 $ 37,157 Total $ - $ - $ 37,157 $ 37,157 Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2016: Level 1 Level 2 Level 3 Total Long-term investments $ - $ - $ - $ - Total $ - $ - $ - $ - Derivative liabilities $ - $ - $ 258,808 $ 258,808 Total $ - $ - $ 258,808 $ 258,808 |
13. Subsequent Events
13. Subsequent Events | 12 Months Ended |
Mar. 31, 2017 | |
Notes | |
13. Subsequent Events | 13. SUBSEQUENT EVENTS Merger with Wealth Generators, LLC Effective April 1, 2017, the Company entered into a Contribution Agreement with Wealth Generators, LLC (Wealth Generators), pursuant to which the Wealth Generators members agreed to contribute 100% of the outstanding securities of the Company in exchange for an aggregate of 1,358,670,942 shares of the Companys common stock. Following the contribution, the Wealth Generators members control the majority of the Companys outstanding common stock and Wealth Generators became a wholly owned subsidiary of the Company. The transaction was accounted for as a reverse acquisition using the acquisition method of accounting in accordance with the FASB (ASC 805). Wealth Generators is the acquirer solely for financial accounting purposes. For purposes of the pro forma financial information contained below, Wealth Generators purchase price to acquire the Company was estimated based on an estimated value per share of the Companys common stock of $0.0044. The allocation of the purchase price is preliminary and is dependent upon certain procedures that have not been finalized. The actual amounts recorded as of the completion of the transaction may differ materially from the information presented in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed consolidated financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. The historical financial information has been derived from the audited financial statements of Wealth Generators as filed on June 30, 2017 in the Companys Form 8K-A and the audited financial statements of INVU. The financial information has been adjusted to give pro forma effect to events that are directly attributable to the reverse merger, are factually supportable and, in the case of the pro forma statements of operations, have a recurring impact. The pro forma adjustments are preliminary, is for informational purposes only, and the unaudited pro forma combined financial information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the reverse merger taken place on the dates noted, or the future financial position or operating results of the combined company. The pro forma adjustments are based upon available information and assumptions that the Company believes are reasonable. [INSERT PRO FORMA BALANCE SHEET] INVESTVIEW, INC. PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2017 (Unaudited) Wealth Pro Forma Pro Forma Generators, LLC Investview, Inc. Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 1,616 $ 3,550 $ - $ 5,165 Receivables 444,610 150,000 (162,430) [1] 432,179 Short term advances 10,000 - - 10,000 Total current assets 456,225 153,550 (162,430) 447,344 Fixed assets, net 10,235 - - 10,235 Other assets: Deposits 6,000 - - 6,000 Goodwill 1,118,609 [3] - - (1,118,609) [4] - Total other assets 6,000 - - 6,000 Total assets $ 472,461 $ 153,550 $ (162,430) $ 463,580 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued liabilities $ 1,370,972 $ 417,025 $ (162,430) [1] $ 1,385,010 (86,500) [2] (154,057) [4] Deferred revenue 433,298 5,807 (5,807) [4] 433,298 Related party payables 805,895 132,199 (5,000) [2] 805,895 (127,199) [4] Settlement payable - 344,392 (344,392) [2] - Debt 2,093,745 73,011 (46,696) [2] 2,102,476 (17,583) [4] Current liabilities of discontinued operations - 120,266 (120,266) [4] - Derivative liabiilty, short term portion - 37,157 (37,157) [2] (0) Total current liabilities 4,703,909 1,129,857 (1,107,088) 4,726,679 Long term liabilities - - - - Total liabilities 4,703,909 1,129,857 (1,107,088) 4,726,679 STOCKHOLDERS' DEFICIT Preferred stock - - - - Common stock - 125,889 24,576 [2] 1,509,136 1,358,671 [3] Additional paid in capital - 97,774,514 83,558 [2] (1,250,112) (99,108,184) [3] Treasury stock - (8,589) - (8,589) Members' deficit (4,231,449) - 4,231,449 [5] - Accumulated deficit 411,612 [2] 98,868,122 [3] (693,697) [4] - (98,868,122) (4,231,449) [5] (4,513,534) Total stockholders' deficit (4,231,449) (976,307) 944,657 (4,263,099) Total liabilities and stockholders' deficit $ 472,461 $ 153,550 $ (162,430) $ 463,580 [INSERT PRO FORMA STATEMENT OF OPERATIONS] INVESTVIEW, INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2017 (Unaudited) Wealth Pro Forma Pro Forma Generators, LLC Investview, Inc. Adjustments Consolidated Revenue, net $ 12,872,947 $ 131,465 $ (131,465) [4] $ 12,872,947 Operating costs and expenses: Cost of sales 862,849 3,257 (3,257) [4] 862,849 Commissions 9,412,655 - - 9,412,655 Selling and marketing 500,032 - - 500,032 Salary and related 1,918,199 - - 1,918,199 Professional fees 917,308 - - 917,308 General and administrative 1,199,564 980,579 (779,611) [4] 1,400,532 Total operating costs and expenses 14,810,607 983,836 (782,869) 15,011,575 Net loss from operations (1,937,660) (852,371) 651,404 (2,138,627) Other income (expense): Interest expense, related parties (274,057) - - (274,057) Interest expense (205,327) (648,573) - (853,900) Other income (expense) (6,120) - - (6,120) Gain (loss) on change in fair value of derivative liabilities - 84,284 - 84,284 Gain (loss) on debt extinguishment - 3,170,326 411,612 [2] 3,581,938 Total other income (expense) (485,504) 2,606,038 411,612 2,532,145 Loss from operations before taxes (2,423,164) 1,753,666 1,063,015 393,518 Tax expense (4,039) - - (4,039) Net loss $ (2,427,203) $ 1,753,666 $ 1,063,015 $ 389,479 [1] During the year ended March 31, 2017 Wealth Generators, LLC (WG) was utilizing the INVU merchant account to process a number of the WG sales transactions. In exchange for the use of the account, WG was making payments on an INVU note payable on INVUs behalf. As of March 31, 2017, INVU was holding $162,430 in their merchant account that belonged to WG, and therefore had a liability recorded on their books while WG had a corresponding receivable. This entry eliminates those intercompany balances as if the entities had been consolidated as of March 31, 2017. [2] In conjunction with the Acquisition, INVU entered into an assignment and assumption agreement wherein they issued 24,914,348 shares of their common stock to Alpha Pro Asset Management Group, LLC ("Alpha Pro"), an entity affiliated with the prior members of management, in exchange for Alpha Pro's assumption of $482,588 worth of liabilities. This entry records the issuance of shares, the extinguishment of debt, and the gain on the transaction. One of the notes assumed by Alpha Pro had a derivative liability recorded on the INVUs books for $31,157, therefore that liability was also extinguished with the execution of the agreement. [3] INVU issued 1,358,670,942 shares of their common stock to the members of Wealth Generators, LLC in exchange for 100% of the outstanding securities of WG. This entry records the issuance of shares to ensure the capital accounts reflects that of the legal acquirer (INVU), records goodwill for the excess of the purchase price over the assets acquired and liabilities assumed, and eliminates INVU's historical stockholders' deficit. The fair value of the consideration effectively transferred was measured based on the fair value of INVUs shares that were outstanding immediately before the transaction of 150,465,339. Using the closing market price of INVUs shares on March 31, 2017 of $0.0044 consideration was valued at $662,047. Cash $ 3,550 Receivables 150,000 Total assets acquired 153,550 Accounts payable and accrued liabilities 456,599 Due to former management 127,199 Debt 26,314 Total liabilities assumed 610,112 Net liabilities assumed 456,562 Consideration 662,047 Goodwill $ 1,118,609 [4] On June 6, 2017 INVU entered into an Acquisition Agreement with Market Trend Strategies, LLC ("Market"), a company whose members are also former members of management of INVU. In accordance with the Acquisition Agreement, INVU spun-off the operations of INVU that existed prior to the merger with Wealth Generators, LLC and sold the intangible assets used in the operations of INVU pre-merger in exchange for Market assuming $419,139 worth of liabilities that had been on the books pre-merger. Because there was goodwill that was recorded in conjunction with the merger, and it therefore related to the INVU operations that were acquired, this spin-off entry effectively reduced the goodwill to zero, reduced the liabilities that had been assumed, removed the expenses related to the spun-off operations of INVU pre-merger, and resulted in a gain on spin-off of operations. [5] This entry reclasses the members deficit of Wealth Generators, LLC to accumulated deficit of the consolidated entity. Other agreements As documented in elimination entry [2] above, in conjunction with the reverse acquisition with Wealth Generators, the Company entered into an assignment and assumption agreement wherein they issued 24,914,348 shares of their common stock to Alpha Pro Asset Management Group, LLC ("Alpha Pro"), an entity affiliated with the prior members of management, in exchange for Alpha Pro's assumption of $482,588 worth of liabilities. One of the notes assumed by Alpha Pro had a derivative liability recorded on the Companys books for $31,157, therefore that liability was also extinguished with the execution of the agreement. As documented in elimination entry [4] above, on June 6, 2017 the Company entered into an Acquisition Agreement with Market Trend Strategies, LLC ("Market"), a company whose members are also former members of management of the Company. In accordance with the Acquisition Agreement, the Company spun-off its operations that existed prior to the merger with Wealth Generators, LLC and sold the intangible assets used in the operations of the Company pre-merger in exchange for Market assuming $419,139 worth of liabilities that had been on the books pre-merger. Subsequent to March 31, 2017 the Company, through its wholly owned subsidiary, Wealth Generators, entered an agreement with a licensor of various products for a term of 15 years pursuant to which the licensor agreed to waive its rights for future payments in exchange of 80,000,000 shares of common stock of the Company, which may be increased an additional 20,000,000 shares of common stock if the products provide a return in excess of 2% on invested capital for three consecutive months. The additional issuances shall not exceed 40,000,000 shares of common stock. Debt and equity financing Subsequent to March 31, 2017 the Company, through its wholly owned subsidiary, Wealth Generators, received short term advances of $800,000 and $25,000 from two separate lenders. Subsequent to March 31, 2017 the Company, through its wholly owned subsidiary, Wealth Generators, entered into and closed a Subscription Agreement with an accredited investor pursuant to which the investor invested $30,000 in consideration of 3,000,000 shares of common stock, however, those shares have yet to be issued. Conversions of debt On March 21, 2017 Wealth Generators entered into a Conversion Agreement to extinguish a Revenue-based Funding Agreement in exchange for 10,000,000 shares of common stock upon Wealth Generators acquisition by a publicly traded company. Although the reverse acquisition with the Company took place effective April 1, 2017 the shares have not yet been issued to extinguish the $263,000 worth of debt. On March 28, 2017 Wealth Generators entered into a Conversion Agreement to extinguish a Revenue-based Funding Agreement with a party related to Wealth Generators in exchange for 10,000,000 shares of common stock upon the Companys acquisition by a publicly traded company plus monthly repayments of $15,000 for a period of 6 months. Although the reverse acquisition with the Company took place effective April 1, 2017 the shares have not yet been issued to extinguish the $90,000 worth of debt. On June 6, 2017 the Company, through Wealth Generators, entered into a Conversion Agreement to convert $1,800,000 worth of debt into 180,000,000 shares of the Companys stock, however, those shares have yet to be issued to extinguish the debt. |
1. Summary of Significant Acc20
1. Summary of Significant Accounting Policies: Business and Basis of Presentation (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Business and Basis of Presentation | Business and Basis of Presentation Investview, Inc. (the "Company" or INVU) was incorporated on August 10, 2005 under the laws of the State of Nevada as Voxpath Holding, Inc. On September 16, 2006, the Company changed its name to TheRetirementSolution.Com, Inc., on October 1, 2008 to Global Investor Services, Inc. and on March 27, 2012 to Investview, Inc. The Company currently markets directly and through its marketing partners as well as online, certain investor products and services that provide financial and educational information to its prospective customers and to its subscribers. In August 2014, the Company formed Vickrey Brown Investments, LLC, a limited liability company under the laws of California with 51% membership interests specializing in investment strategies which combine quantitative strategies, forensic accounting and volatility controls. At formation, the minority members paid an aggregate of $1,000 as equity contribution. The Company contributed $120,000 as equity contribution and is contingently obligated to issue 500,000 shares of common stock upon achieving certain milestones (as defined). Prior to all distributions, the Company is to receive 25% of all revenue generated until at which time the $120,000 equity contribution of the Company has been paid. On December 4, 2014, the Company formed GGI Inc., a corporation organized under the laws of Delaware for the purchase certain assets including the source code and platform use for the development of an electronic marketplace to facilitate impact investing. On December 27, 2014, the Company exchanged 21% ownership of GGI Inc. for two employment agreements. In connection with the aforementioned exchange, the Company charged 21% of the fair value of the net assets distributed of $338,050 as employee compensation expense. On March 13, 2015, the Company sold GGI, Inc. in exchange for $1,147,500 cash, assumption of $579,452 of debt and return of an aggregate of 1,350,000 shares of the Companys common stock previously issued to acquire CertusHoldings, Inc. On December 27, 2015, the Company entered into a Second Amended and Restated Operating Agreement whereby the Company surrendered its equity ownership in Vickrey Brown Investments LLC and transferred ownership of SAFE Management LLC (Safe) in exchange for 25% of all revenue generated by Vickrey Brown Investments, LLC until an aggregate of $120,000 has been paid and 30.6% of remaining and future revenue The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Investment Tools & Training, LLC ("ITT") and Razor Data Corp ("Razor"). All significant inter-company transactions and balances have been eliminated in consolidation. |
1. Summary of Significant Acc21
1. Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Revenue Recognition | Revenue Recognition For revenue from product sales and services, the Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (ASC 605-10) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product or services has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Revenue arises from subscriptions to the websites/software, workshops, online workshops and training and coaching/counseling services where the customers are charged a monthly subscription fee for access to the online training and courses and website/data. Revenues are recognized in the month the product and services are delivered. The Company sells its products separately and in various bundles that include website/data subscriptions, educational workshops, online workshops and training, one-on-one coaching and counseling sessions, along with other products and services. The deferral policy for each of the different types of revenues is summarized as follows: Product Recognition Policy Live Workshops and Workshop Certificates Deferred and recognized as the workshop is provided or certificate expires Online training and courses Deferred and recognized a.) as the services are delivered, or b.) when usage thresholds are met, or c.) on a straight-line basis over the initial product period Website/data fees (monthly) Not deferred, recognized in the month delivered Website/data fees (pre-paid subscriptions) Deferred and recognized on a straight-line basis over the subscription period |
1. Summary of Significant Acc22
1. Summary of Significant Accounting Policies: Cost of Sales and Service (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Cost of Sales and Service | Cost of Sales and Service The cost of sales and service consists of the cost of the data feeds that supply twenty minute delayed stock market data to the Companys stock analysis software based tool, external partner commissions and other costs associated with the repair or maintenance of the website. |
1. Summary of Significant Acc23
1. Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with generally accepted accounting principles 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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
1. Summary of Significant Acc24
1. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2017 and 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, notes payable, convertible notes payable, derivative liabilities and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. |
1. Summary of Significant Acc25
1. Summary of Significant Accounting Policies: Derivative Liability (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Derivative Liability | Derivative Liability The Company accounts for derivatives in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At March 31, 2017 and 2016, the Company did not have any derivative instruments that were designated as hedges. See Note 6 for discussion of the Companys derivative liabilities. |
1. Summary of Significant Acc26
1. Summary of Significant Accounting Policies: Stock-based Compensation (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Stock-based Compensation | Stock-Based Compensation The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (ASC 718-10), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to its employees and directors, including employee stock options and restricted stock awards. The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of time an employee will retain vested stock options before exercising them, the estimated volatility of our common stock price and the number of options that will be forfeited prior to vesting. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Changes in these estimates and assumptions can materially affect the determination of the fair value of stock-based compensation and consequently, the related amount recognized in the Companys consolidated statements of operations. |
1. Summary of Significant Acc27
1. Summary of Significant Accounting Policies: Advertising Costs (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising expense was $598 and $1,654 for the years ended March 31, 2017 and 2016, respectively. |
1. Summary of Significant Acc28
1. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statements of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash equivalents. As of March 31, 207 and 2016 the Company had no cash equivalents. |
1. Summary of Significant Acc29
1. Summary of Significant Accounting Policies: Concentrations of Credit Risk (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit of $250,000. As of March 31, 207 and 2016 the Company had no amounts in excess of the FDIC insurance limit. |
1. Summary of Significant Acc30
1. Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Income Taxes | Income Taxes The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (ASC 740-10) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of derivative liability and stock compensation accounting versus basis differences. |
1. Summary of Significant Acc31
1. Summary of Significant Accounting Policies: Net Loss Per Share (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Net Loss Per Share | Net Income (Loss) per Share The Company follows Accounting Standards Codification subtopic 260-10, Earnings Per Share (ASC 260-10) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Convertible debt, stock options and warrants (17,045,455, 35,000, and 6,534,810, respectively, as of March 31, 2017) have been excluded common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation. |
1. Summary of Significant Acc32
1. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early application is not permitted. Management is in the process of assessing the impact of ASU 2014-09 on the Companys financial statements. |
4. Related Party Payables_ Sche
4. Related Party Payables: Schedule of Related Party Transactions (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Related Party Transactions | 2017 2016 Note payable, due July 31, 2015 [1] $ - $ 95,000 Convertible notes payable, due June 30, 2017 [2] - 258,799 Accrued interest - 45,010 Advances [3] 127,199 127,573 Accrued salaries and wages [4] 5,000 472,960 Total 132,199 999,342 Less: Short term portion 132,199 704,241 Long term portion $ - $ 295,101 |
5. Debt_ Schedule of Debt (Tabl
5. Debt: Schedule of Debt (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Debt | 2017 2016 Note payable, due December 31, 2015 [1] $ - $ 33,333 Notes payable, due December 31, 2016, in default [1] 10,000 86,667 Note payable, due September 2016, in default [2] 8,731 30,399 Convertible note payable, due December 31, 2016, in default [3] 45,000 - Convertible note payable, due September 25, 2017, net of unamortized debt discount of $0 and $23,106, respectively [4] - 10,494 Convertible note payable, due November 13, 2016, net of unamortized debt discount of $0 and $21,708, respectively [5] - 13,292 Convertible notes payable, due August 31, 2016, net of unamortized debt discount of $0 and $129,523, respectively [6] - 30,477 Convertible Promissory notes due June 30, 2017 [7] - 1,317,861 Accrued interest 9,280 255,127 Total 73,011 1,777,650 Less: Short term portion (73,011 ) (378,460 ) Long term portion $ - $ 1,399,190 |
6. Derivative Liabilities_ Sche
6. Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Derivative Liabilities at Fair Value | Derivative liability at March 31, 2015 $ - Derivative liability recorded on new instruments 674,828 Elimination of derivative liability on conversion (6,891 ) Reclass derivative liability to equity upon convertible note payoff (162,190 ) Change in fair value of derivative liability (246,939 ) Derivative liability at March 31, 2016 258,808 Derivative liability recorded on new instruments 286,340 Elimination of derivative liability on conversion (128,490 ) Reclass derivative liability to equity upon convertible note payoff (277,778 ) Gain on settlement (17,439 ) Change in fair value of derivative liability (84,284 ) Derivative liability at March 31, 2017 $ 37,157 |
8. Stock Options and Warrants_
8. Stock Options and Warrants: Schedule of Changes in Options Outstanding (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Changes in Options Outstanding | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (years) Value Options outstanding at March 31, 2015 37,500 $ 10.20 4.33 $ - Granted - $ - Exercised - $ - Canceled / expired - $ - Options outstanding at March 31, 2016 37,500 $ 10.20 3.33 $ - Granted - $ - Exercised - $ - Canceled / expired (2,500 ) $ - Options outstanding at March 31, 2017 35,000 $ 10.00 2.51 $ - Options exercisable at March 31, 2017 35,000 $ 10.00 2.51 $ - |
8. Stock Options and Warrants37
8. Stock Options and Warrants: Changes In Non Employee Stock Options (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Changes In Non Employee Stock Options | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (years) Value Options outstanding at March 31, 2015 2,500 $ 84.00 1.08 $ - Granted - $ - Exercised - $ - Canceled / expired - $ - Options outstanding at March 31, 2016 2,500 $ 84.00 0.08 $ - Granted - $ - Exercised - $ - Canceled / expired (2,500 ) $ - Options outstanding at March 31, 2017 - $ - - $ - Options exercisable at March 31, 2017 - $ - - $ - |
8. Stock Options and Warrants38
8. Stock Options and Warrants: Warrants Outstanding (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Warrants Outstanding | Warrants Outstanding Warrants Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ 0.50 350,000 0.91 $ 0.50 350,000 $ 0.50 $ 1.50 6,127,497 2.24 $ 1.50 6,127,497 $ 1.50 $ 2.50 12,000 1.30 $ 2.50 12,000 $ 2.50 $ 6.00 45,313 0.83 $ 6.00 45,313 $ 6.00 Total 6,534,810 2.11 $ 1.48 6,534,810 $ 1.48 |
8. Stock Options and Warrants39
8. Stock Options and Warrants: Warrant Rollforward (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Warrant Rollforward | Average Number of Price Shares Per Share Warrants outstanding at March 31, 2015 6,298,771 $ 1.53 Granted / restated 332,500 $ 0.50 Canceled (126,461 ) $ 1.50 Expired - $ - Warrants outstanding at March 31, 2016 6,504,810 $ 1.48 Granted 30,000 $ 0.50 Canceled - $ - Expired - $ - Warrants outstanding at March 31, 2017 6,534,810 $ 1.48 |
9. Discontinued Operations_ Sch
9. Discontinued Operations: Schedule of discontinued operations (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of discontinued operations | The assets and liabilities of the discontinued operations as of March 31, 2017 and 2016 were as follows: 2017 2016 Total current assets of discontinued operations $ - $ - Accounts payable $ 120,266 $ 120,266 Total current liabilities of discontinued operations $ 120,266 $ 120,266 |
11. Income Taxes_ Schedule of C
11. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | 2017 2016 Deferred tax assets: NOL carryover $ 18,372,400 $ 18,771,905 Related party accrued payroll 2,200 203,373 Deferred tax liabilities: - - Valuation allowance (18,374,600 ) (18,975,278 ) Total long-term deferred income tax assets $ - $ - |
11. Income Taxes_ Schedule of E
11. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | 2017 2016 Book income (loss) $ 754,100 $ (715,500 ) Non-cash interest expense 387,400 175,100 Stock for services 239,800 31,600 Gain on settlement derivative and equity derived (1,006,900 ) - Stock for payables 278,000 3,400 Gain on derivative liability (36,200 ) (84,000 ) Related party accruals (220,600 ) 68,100 Amortization of prepaid expenses with stock - 41,200 Fines and penalties 3,900 - NOL utilization (399,500 ) - Valuation allowance - 480,100 Total long-term deferred income tax assets $ - $ - |
12. Fair Value Measurements_ Fa
12. Fair Value Measurements: Fair Value, Liabilities Measured on Recurring Basis (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Fair Value, Liabilities Measured on Recurring Basis | Level 1 Level 2 Level 3 Total Long-term investments $ - $ - $ - $ - Total $ - $ - $ - $ - Derivative liabilities $ - $ - $ 37,157 $ 37,157 Total $ - $ - $ 37,157 $ 37,157 Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2016: Level 1 Level 2 Level 3 Total Long-term investments $ - $ - $ - $ - Total $ - $ - $ - $ - Derivative liabilities $ - $ - $ 258,808 $ 258,808 Total $ - $ - $ 258,808 $ 258,808 |
1. Summary of Significant Acc44
1. Summary of Significant Accounting Policies: Business and Basis of Presentation (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2015 | |
Details | ||
Entity Incorporation, Date of Incorporation | Aug. 10, 2005 | |
Entity Incorporation, State Country Name | Nevada | |
Non controlling interest contribution | $ 1,000 | |
Equity Contribution by Company | $ 120,000 | |
Shares Of Common Stock Obligated To Issue Upon Achieving Certain Milestones | 500,000 | |
Disposal of 21% interest in wholly owned subsidiary | $ 338,050 | |
Proceeds from sale of majority owned subsidiary | 1,147,500 | |
Assumption of Debt | $ 579,452 | |
Return of common stock previously issued to Eximius | 1,350,000 |
1. Summary of Significant Acc45
1. Summary of Significant Accounting Policies: Advertising Costs (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Details | ||
Advertising Expense | $ 598 | $ 1,654 |
1. Summary of Significant Acc46
1. Summary of Significant Accounting Policies: Concentrations of Credit Risk (Details) | Mar. 31, 2017USD ($) |
Details | |
Cash, FDIC Insured Amount | $ 250,000 |
2. Going Concern and Manageme47
2. Going Concern and Management's Liquidity Plans (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Details | ||
Accumulated deficit | $ 98,868,122 | $ 100,621,788 |
Net loss from operations | 852,371 | $ 1,664,813 |
Working Capital Deficit | $ 976,307 |
3. Settlement Payable (Details)
3. Settlement Payable (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Details | ||
Loss Contingency, Settlement Agreement, Terms | the Company agreed to pay to Evenflow a total of $425,000 (the 'Settlement Amount') in quarterly payments (the 'Quarterly Payments') equal to 10% of the net revenue (revenue less allowances, returns and payments to revenue sharing agreements) of the Company as reported in the Company's periodic reports filed on Form 10-Q or Form 10-K (collectively, the 'Periodic Reports') commencing with the Company's December 31, 2014 Periodic Report. The Quarterly Payments are due and payable by the Company on the tenth day following the filing of each Periodic Report. In addition to the Quarterly Payments, the Company agreed to make an initial payment in the amount of $25,000 upon the filing of the Settlement with the Court, as well as a payment in the amount of $25,000 due on the 12 month anniversary of the initial payment. The aggregate total of all payments including the upfront $25,000, the one year anniversary $25,000, and the quarterly payments is to be $425,000. | |
Settlement payable | $ 344,392 | $ 344,392 |
4. Related Party Payables_ Sc49
4. Related Party Payables: Schedule of Related Party Transactions (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Related party payables, long term portion | $ 295,101 | |
Notes Payable, Related Parties | $ 132,199 | 999,342 |
Notes payable, current portion-related party | 132,199 | 704,241 |
Notes Payable 1 | ||
Related party payables, long term portion | 95,000 | |
Convertible Notes 1 | ||
Related party payables, long term portion | 258,799 | |
Accrued Interest | ||
Related party payables, long term portion | 45,010 | |
Advances | ||
Related party payables, long term portion | 127,199 | 127,573 |
Accrued salaries and wages | ||
Related party payables, long term portion | $ 5,000 | $ 472,960 |
5. Debt_ Schedule of Debt (Deta
5. Debt: Schedule of Debt (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Notes Payable | $ 73,011 | $ 1,777,650 |
Notes payable, current portion | (73,011) | (378,460) |
Debt, long term portion | 1,399,190 | |
Notes Payable 1 | ||
Notes Payable | 33,333 | |
Notes Payable 2 | ||
Notes Payable | 10,000 | 86,667 |
Notes Payable 3 | ||
Notes Payable | 8,731 | 30,399 |
Convertible Notes 1 | ||
Notes Payable | 45,000 | |
Convertible Notes 2 | ||
Notes Payable | 10,494 | |
Convertible Notes 3 | ||
Notes Payable | 13,292 | |
Convertible Notes 4 | ||
Notes Payable | 30,477 | |
ConvertibleNotes5 | ||
Notes Payable | 1,317,861 | |
Accrued Interest | ||
Notes Payable | $ 9,280 | $ 255,127 |
6. Derivative Liabilities_ Sc51
6. Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Details | ||
Derivative Liability | $ 37,157 | $ 258,808 |
8. Stock Options and Warrants (
8. Stock Options and Warrants (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Details | ||
Shares Authorized Under 2007 Plan | 65,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 47,500 | |
Shares Authorized Under 2008 Plan | 125,000 | |
Shares Granted Under 2008 Plan | 42,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 0 | $ 0 |
8. Stock Options and Warrants53
8. Stock Options and Warrants: Changes In Non Employee Stock Options (Details) | Mar. 31, 2016$ / sharesshares | Mar. 31, 2015$ / sharesshares |
Details | ||
Non Employee Stock Options Outstanding at $84 | shares | 2,500 | 2,500 |
Exercise Price Lower Limit Non Employee Stock Options | $ / shares | $ 84 | $ 84 |
Non Employee Stock Options Weighted Average Remaining Life at $84 | 0.08 | 1.08 |
8. Stock Options and Warrants54
8. Stock Options and Warrants: Warrants Outstanding (Details) | Mar. 31, 2017$ / sharesshares | Mar. 31, 2016shares | Mar. 31, 2015shares |
Outstanding Warrants | shares | 6,534,810 | 6,504,810 | 6,298,771 |
Weighted Average Remaining Contractual Life of Warrants | 2.11 | ||
Weighted Average Exercise Price of Warrants | $ 1.48 | ||
Exercisable Warrants | shares | 6,534,810 | ||
Weighted Average Exercise Price of Exercisable Warrants | $ 1.48 | ||
Warrant 1 | |||
Exercise Price of Warrants | $ 0.50 | ||
Outstanding Warrants | shares | 350,000 | ||
Weighted Average Remaining Contractual Life of Warrants | 0.91 | ||
Weighted Average Exercise Price of Warrants | $ 0.50 | ||
Exercisable Warrants | shares | 350,000 | ||
Weighted Average Exercise Price of Exercisable Warrants | $ 0.50 | ||
Warrant 2 | |||
Exercise Price of Warrants | $ 1.50 | ||
Outstanding Warrants | shares | 6,127,497 | ||
Weighted Average Remaining Contractual Life of Warrants | 2.24 | ||
Weighted Average Exercise Price of Warrants | $ 1.50 | ||
Exercisable Warrants | shares | 6,127,497 | ||
Weighted Average Exercise Price of Exercisable Warrants | $ 1.50 | ||
Warrant 3 | |||
Exercise Price of Warrants | $ 2.50 | ||
Outstanding Warrants | shares | 12,000 | ||
Weighted Average Remaining Contractual Life of Warrants | 1.30 | ||
Weighted Average Exercise Price of Warrants | $ 2.50 | ||
Exercisable Warrants | shares | 12,000 | ||
Weighted Average Exercise Price of Exercisable Warrants | $ 2.50 | ||
Warrant4Member | |||
Exercise Price of Warrants | $ 6 | ||
Outstanding Warrants | shares | 45,313 | ||
Weighted Average Remaining Contractual Life of Warrants | 0.83 | ||
Weighted Average Exercise Price of Warrants | $ 6 | ||
Exercisable Warrants | shares | 45,313 | ||
Weighted Average Exercise Price of Exercisable Warrants | $ 6 |
8. Stock Options and Warrants55
8. Stock Options and Warrants: Warrant Rollforward (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Details | |||
Outstanding Warrants | 6,534,810 | 6,504,810 | 6,298,771 |
Warrants Outstanding Exercise Price | $ 1.48 | $ 1.48 | $ 1.53 |
Warrants Granted / Restated | 30,000 | 332,500 | |
Warrants Granted / Restated Exercise Price | $ 0.50 | ||
Warrants Cancelled | (126,461) | ||
Warrants Cancelled Exercise Price | $ 1.50 |
9. Discontinued Operations_ S56
9. Discontinued Operations: Schedule of discontinued operations (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Total current assets | $ 153,550 | $ 9,490 |
Total current liabilities | 1,129,857 | 2,833,039 |
Segment, Discontinued Operations | ||
Accounts Payable | 120,266 | 120,266 |
Total current liabilities | $ 120,266 | $ 120,266 |
11. Income Taxes_ Schedule of57
11. Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Details | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 18,372,400 | $ 18,771,905 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities | 2,200 | 203,373 |
Deferred Tax Assets, Valuation Allowance | $ (18,374,600) | $ (18,975,278) |
12. Fair Value Measurements_ 58
12. Fair Value Measurements: Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Derivative Liability | $ 37,157 | $ 258,808 |
Fair Value, Inputs, Level 3 | ||
Derivative Liability | $ 37,157 | $ 258,808 |