Capital Stock | CAPITAL STOCK We have not agreed to register any of our common stock or warrants for resale under the Securities Act of 1933, as amended; however, 9,565,696 shares common stock and warrants to acquire 2,144,123 shares of our common stock have customary “piggy back” registration rights in the event we register shares of our common stock in the future. Common Stock During the three months ended June 30, 2016 and 2015, the Company issued shares of its common stock in connection with its financing activities and for services received, including exercised warrants totaling 498,707 and 2,952,084 , respectively. In April 2016 as part of the sale of the U.S. Operations the Company issued 2,000,000 common shares to an escrow account as security for its note payable issued to the buyer During the three months ended September 30, 2016 and 2015, the Company issued shares of its common stock in connection with its financing activities and for services received, Preferred Stock Series D conversions, exercised warrants and notes payable conversions totaling 8,574,630 and 5,053,335 ; respectively. Also, the Company retired 3,661,540 shares of common stock. In July 2016, the Company reacquired 3,551,694 shares of MoneyOnMobile, Inc., from a distributor, SVR Retail Private Ltd. ("SVR"). The Company paid $177,369 in cash forgave a receivable due to DPPL of $4,346,945 . The Company formally retired these common shares upon receipt in July 2016 and recorded a reduction to additional paid-in capital in the condensed consolidated balance sheet. As a result of the transaction, the Company did not acquire any other assets or assume any liabilities. Concurrently, the Company reacquired and reissued 109,846 shares of MoneyOnMobile, Inc., from an agent. Convertible Preferred Stock During the six months ended September 30, 2016, the Company issued 1,542 shares of its Series D Convertible Preferred Stock (the “Series D Preferred”), par value $0.001 per share and a stated value of $1,000 per share. In connection with the issuance of the Series D Preferred, the Company issued warrants to purchase 385,384 shares of Common Stock at an exercise price of $0.75 per share. The Company received gross proceeds of $1,541,535 in consideration for the issuance of these securities. The investor shall have the right to convert the preferred shares, including accrued dividends ( 15% annually), into the Company's common stock at any time at $0.60 per share. At the completion of a certain level of equity funding, the investor must convert their outstanding investment, including accrued dividends to either: (i) cash; (ii) Company common stock at $0.60 per share; or (iii Company common stock at the not yet determined equity raise per share value. During the six months ended September 30, 2016, 786 shares of its Series D Preferred were exchanged, with accrued interest into 1,507,426 shares of the Company's common stock. During the three and six months ended September 30, 2016, the Company issued 2,530 shares of its Series E Convertible Preferred Stock (the “Series E Preferred”), par value $0.001 per share and a stated value of $1,000 per share. In connection with the issuance of the Series E Preferred, the Company received gross proceeds of $2,530,000 in consideration for the issuance of the securities. The Series E Preferred is voluntarily convertible into shares of Common Stock of the Company at a conversion price of $1.59 . There also exists contingent redemption features with these securities. In the event the Company's Common Stock is uplisted to a major stock exchange, all outstanding Series E Preferred will be automatically converted into Common Stock at a conversion price equal to $1.34 . Holders of Series E Preferred are not entitled to receive dividends. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Warrants During the six months ended September 30, 2016, and in connection with financing activities and service agreements, a total of 1,096,384 warrants were issued. At September 30, 2016, 16,411,866 warrants outstanding for our common stock with exercise prices ranging from $ 0.01 to $ 3.00 per share ($ 0.69 weighted average) expire in fiscal years as follows: 1,211,822 in 2018; 2,411,197 in 2019; 1,451,618 in 2020; 6,598,345 in 2021; 813,884 in 2022 , and 3,925,000 in 2026. On exercise, the warrants will be settled in delivery of unregistered shares of our common stock. The following table summarizes the changes in warrants for the six months ended September 30, 2016: Warrants Outstanding at March 31, 2016 21,473,071 Granted 1,096,384 Exercised (6,157,589 ) Expired/canceled — Outstanding at September 30, 2016 16,411,866 For the six months ended September 30, 2016 the Company granted the following warrants: Issued for services 711,000 Issued for preferred stock 385,384 Total 1,096,384 We estimate the fair value of warrant granted using the Black-Scholes option valuation model. The expected life of warrant represents the term of warrant. The expected stock volatility is based on the average of historical volatility of the Company’s common stock and other subjective factors. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time awards are granted, and the expected dividend rate takes into account the absence of any historical payments and management’s intention to retain all earnings for future operations and expansion. Selling, general and administrative expenses relating to warrants issued for services totaled $0 and $ 1,773,599 for the three months ended September 30, 2016 and 2015 , respectively. For the six months ended September 30, 2016 and 2015 , selling, general and administrative expenses relating to warrants issued for services totaled $306,451 and $ 1,928,699 , respectively. The fair value of each warrant granted was estimated on the date of grant using the Black-Scholes valuation model with the following weighted average assumptions for grants during the the six months ended September 30: Warrants 2016 2015 Risk-free interest rates 1.34 % 1.57 % Expected volatility 100.76 % 120.45 % Dividend yields — % — % Expected lives (years) 5 years 5 years 2011 Equity Incentive Plan The 2011 Equity Incentive Plan (“2011 Plan”) provides for issuing equity awards for an aggregate of 3.5 million shares of our common stock in the form of grants of restricted shares, incentive stock options (employees only), non-qualified stock options, share appreciation rights, performance shares, and performance units. The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors, and consultants, and to promote the long-term growth and profitability of the Company. Stock option awards have a maximum contractual life of ten years and specific vesting terms and performance goals are addressed in each equity award grant. Shares issued to satisfy awards may be from authorized but unissued or reacquired common stock. On June 1, 2016, the Company filed a Form S-8 with the U.S. Securities and Exchange Commission to register its 2016 Equity Incentive Plan (“2016 Plan”), which registered 3,000,000 shares of the 6,000,000 shares issuable under the plan. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Stock Options We estimate the fair value of stock options granted using the Black-Scholes option valuation model. The expected life of options represents the period of time the options are expected to be outstanding and other subjective factors. The expected stock volatility is based on the average of historical volatility of the Company’s common stock and other subjective factors. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time awards are granted, and the expected dividend rate takes into account the absence of any historical payments and management’s intention to retain all earnings for future operations and expansion. No forfeiture is expected when stock options are granted. During the six months ended September 30, 2016 and 2015, the Company awarded zero and 250,000 stock options for shares of common stock. Stock-based compensation expense included in selling, general and administrative expenses for the three and six months ended September 30, 2016 and 2015 was $0 and $124,375 . Options with a weighted-average exercise price of $0.74 per share for 3,480,000 shares were outstanding at September 30, 2016. Intrinsic value is the amount by which the fair value of the underlying stock exceeds the exercise price of an option. Intrinsic value at September 30, 2016 and 2015 totaled $484,500 and $0 , respectively. At September 30, 2016, outstanding options are fully vested and the weighted-average remaining contractual term was 8.6 years; however, if services are earlier terminated, 3,480,000 options become void 90 days after termination. The fair value of each option was estimated on the date of grant using the Black-Scholes valuation model using the following weighted average assumptions for the grants during the six months ended September 30, 2015: Option plan 2015 Risk-free interest rates 2.13 % Expected volatility 105.390 % Dividend yields — % Expected lives (years) 6 years The following table summarizes the changes in equity available for grant under the Company's Option Plans, comprised of stock options for the six months ended September 30, 2016 : Equity Available for Grant Number of Options Weighted Average Exercise Price Outstanding at March 31, 2016 20,000 3,480,000 $ 0.74 Granted — — Exercised — — 2016 Plan 3,000,000 — Forfeited — — Outstanding at September 30, 2016 3,020,000 3,480,000 $ 0.74 |