Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Sep. 30, 2013 | Nov. 19, 2013 | |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Entity Registrant Name | 'As Seen On TV, Inc. | ' |
Entity Central Index Key | '0001432967 | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 71,741,250 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Mar. 31, 2013 |
Current assets: | ' | ' |
Cash and cash equivalents | $339,660 | $2,352,730 |
Accounts receivable, net | 358,919 | 2,559,332 |
Advances on inventory purchases | 51,613 | 67,455 |
Inventories | 405,945 | 788,727 |
Note receivable on asset sale - current | 268,750 | ' |
Prepaid expenses and other current assets | 553,246 | 792,450 |
Total current assets | 1,978,133 | 6,560,694 |
Restricted cash - non current | 392,900 | 450,000 |
Certificate of deposit ? non current | 50,627 | 50,489 |
Note receivable on asset sale - non current | 731,250 | ' |
Property and equipment, net | 74,869 | 144,801 |
Goodwill | ' | 9,300,000 |
Intangible assets, net | 4,549,172 | 10,567,655 |
Deposits | 11,962 | 17,504 |
Total assets | 7,788,913 | 27,091,143 |
Current liabilities: | ' | ' |
Accounts payable | 554,033 | 3,039,794 |
Deferred revenue | 116,349 | 173,750 |
Accrued registration rights penalty | 156,000 | 156,000 |
Accrued expenses and other current liabilities | 220,577 | 727,730 |
Note payable - related party | 50,000 | 100,000 |
Accrued interest - related party | 3,854 | 425 |
Notes payable - current portion | 216,524 | 281,805 |
Warrant liability | 5,329,343 | 11,689,306 |
Current liabilities of discontinued operations | 1,041,321 | ' |
Total current liabilities | 7,688,001 | 16,168,810 |
Notes payable - non current | 131,987 | 193,107 |
Commitments and contingencies | ' | ' |
Stockholders' equity (deficiency): | ' | ' |
Preferred stock, $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2013 and March 31, 2013, respectively. | ' | ' |
Common stock, $.0001 par value; 750,000,000 shares authorized and 71,741,250 and 71,282,066 issued and outstanding at September 30, 2013 and March 31, 2013, respectively. | 7,174 | 7,128 |
Additional paid-in capital | 24,917,589 | 24,293,947 |
Accumulated deficit | -24,955,838 | -13,571,849 |
Total shareholders' equity (deficiency) | -31,075 | 10,729,226 |
Total liabilities and shareholders' equity (deficiency) | $7,788,913 | $27,091,143 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Mar. 31, 2013 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ' | ' |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 71,741,250 | 71,282,066 |
Common stock, shares outstanding | 71,741,250 | 71,282,066 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' | ' |
Revenues | $695,628 | $637,724 | $1,387,486 | $1,037,955 |
Cost of revenues | 324,485 | 549,480 | 757,977 | 1,033,307 |
Gross profit | 371,143 | 88,244 | 629,509 | 4,648 |
Operating expenses: | ' | ' | ' | ' |
Selling and marketing expenses | -14,677 | 155,547 | 123,910 | 199,860 |
General and administrative expenses | 1,341,026 | 974,164 | 3,074,924 | 2,265,934 |
Loss from operations | -955,206 | -1,041,467 | -2,569,325 | -2,461,146 |
Other (income) expense: | ' | ' | ' | ' |
Warrant revaluation | -4,399,330 | -14,012,087 | -6,359,963 | -4,683,436 |
Other (income) expense | -19,450 | -572 | -21,611 | -3,634 |
Interest expense | 4,012 | 786,517 | 6,542 | 787,227 |
Interest expense - related party | 3,868 | ' | 5,115 | ' |
Total other (income) expense | -4,410,900 | -13,226,142 | -6,369,917 | -3,899,843 |
Income from continuing operations before income taxes | 3,455,694 | 12,184,675 | 3,800,592 | 1,438,697 |
Provision for income taxes | ' | ' | ' | ' |
Net income from continuing operations | 3,455,694 | 12,184,675 | 3,800,592 | 1,438,697 |
Loss from discontinued operations, net of income taxes | -14,306,153 | ' | -15,184,581 | ' |
Net income (loss) | ($10,850,459) | $12,184,675 | ($11,383,989) | $1,438,697 |
Basic: | ' | ' | ' | ' |
Continuing operations | $0.05 | $0.38 | $0.05 | $0.04 |
Discontinued operations | ($0.20) | ' | ($0.21) | ' |
Basic | ($0.15) | $0.38 | ($0.16) | $0.04 |
Diluted: | ' | ' | ' | ' |
Continuing operations | $0.05 | $0.33 | $0.05 | $0.02 |
Discontinued operations | ($0.20) | ' | ($0.21) | ' |
Diluted | ($0.15) | $0.33 | ($0.16) | $0.02 |
Weighted-average number of common shares outstanding: | ' | ' | ' | ' |
Basic | 71,651,491 | 32,370,784 | 71,467,995 | 32,191,549 |
Diluted | 72,719,348 | 34,873,579 | 72,546,759 | 34,491,919 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balance at Mar. 31, 2013 | $10,729,226 | $7,128 | $24,293,947 | ($13,571,849) |
Balance, shares at Mar. 31, 2013 | 71,282,066 | 71,282,066 | ' | ' |
Rounding shares on eDiets transaction | ' | 416 | ' | ' |
Stock based compensation - options | 617,001 | ' | 617,001 | ' |
Warrants issued for services | 6,687 | ' | 6,687 | ' |
Shares issued under consulting agreement | ' | 14 | -14 | ' |
Shares issued under consulting agreement, shares | ' | 142,500 | ' | ' |
Shares issued under repricing agreement | ' | 32 | -32 | ' |
Shares issued under repricing agreement, shares | ' | 316,268 | ' | ' |
Net loss | -11,383,989 | ' | ' | -11,383,989 |
Balance at Sep. 30, 2013 | ($31,075) | $7,174 | $24,917,589 | ($24,955,838) |
Balance, shares at Sep. 30, 2013 | 71,741,250 | 71,741,250 | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($11,383,989) | $1,438,697 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 829,005 | 25,439 |
Impairment related to divestiture of meal delivery component | 14,631,439 | ' |
Meal delivery component asset sale | -1,100,000 | ' |
Amortization of discount on convertible debt | ' | 625,000 |
Amortization of deferred financing costs | ' | 152,000 |
Loss on disposal of property and equipment | 33,060 | ' |
Warrants issued for services | 6,687 | -1,331 |
Share-based compensation | 617,001 | 135,108 |
Shares issued for consulting services | ' | 229,997 |
Change in fair value of warrants | -6,359,963 | -4,683,436 |
Changes in opertating assets and liabilities: | ' | ' |
Accounts receivable | 2,200,413 | 1,318,387 |
Advances on inventory purchases | 15,843 | -362,388 |
Inventories, net | 382,782 | -1,519,638 |
Prepaid expenses and other current assets | 239,204 | -341,277 |
Increase (decrease) in deposits | 5,541 | -2,185 |
Accounts payable including liabilities related to discontinued operations | -1,444,440 | 425,509 |
Deferred revenue | -57,401 | -30,000 |
Accrued expense - related party | 3,429 | ' |
Accrued expenses and other current liabilities | -507,153 | -191,160 |
Net cash used in operating activities | -1,888,542 | -2,781,278 |
Cash flows from investing activities: | ' | ' |
Net decrease in restricted cash | 57,100 | ' |
Increase (decrease) in note receivable | ' | -500,000 |
Certificate of deposit - non current | -138 | -298 |
Proceeds from collections on note receivable | 100,000 | ' |
Purchase of intangible assets | -98,955 | -1,565,525 |
Purchases of property, plant and equipment | -6,134 | -3,627 |
Net cash provided by (used in) investing activities | 51,873 | -2,069,450 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of convertible debt | ' | 1,275,000 |
Costs associated with convertible debt | ' | -157,175 |
Proceeds of notes payable | ' | 109,699 |
Repayment of notes payable | -126,401 | -68,337 |
Repayment of note payable - related party | -50,000 | ' |
Net cash provided by financing activities | -176,401 | 1,159,187 |
Net increase (decrease) in cash and cash equivalents | -2,013,070 | -3,691,541 |
Cash and cash equivalents - beginning of period | 2,352,730 | 4,683,186 |
Cash and cash equivalents - end of period | 339,660 | 991,645 |
Supplemental disclosures of cash flow information: | ' | ' |
Interest paid in cash | 4,004 | 1,219 |
Taxes paid in cash | ' | ' |
Common shares issued in connection with asset acquisition | ' | 257,500 |
Warrants issued for asset acquisition | ' | 241,880 |
Insurance premiums financed through notes payable | ' | $99,699 |
Description_of_Our_Business_Li
Description of Our Business, Liquidity and Going Concern, and Basis of Presentation | 6 Months Ended | |
Sep. 30, 2013 | ||
Description of Our Business, Liquidity and Going Concern, and Basis of Presentation [Abstract] | ' | |
Description of Our Business, Liquidity and Going Concern, and Basis of Presentation | ' | |
Note 1. | ||
Description of Our Business, Liquidity and Going Concern, and Basis of Presentation | ||
Description of Our Business | ||
As Seen On TV, Inc. ("ASTV", "we", "our" or the "Company") is a direct response marketing company and owner of AsSeenOnTV.com and eDiets.com. We identify, develop and market consumer products for global distribution via TV, Internet and retail channels. Following our February 2013 acquisition of eDiets.com, Inc. ("eDiets"), our business is organized along two segments. The As Seen On TV ("ASTV") segment is a direct response marketing company that identifies and advises in the development and marketing of consumer products. The eDiets segment is a subscription-based nationwide weight-loss oriented digital subscription service and, until our discontinuance of the meal delivery component in September 2013, provided dietary and wellness oriented meal delivery services. See Note 4. | ||
On February 28, 2013, we acquired 100% of the outstanding stock of eDiets pursuant to the terms and conditions of the Agreement and Plan of Merger by and among our Company, eDiets Acquisition Company, a Delaware corporation and wholly owned subsidiary of our Company, and eDiets, dated October 31, 2012. Following the closing, eDiets became a wholly owned subsidiary of our Company (See Note 3). Accordingly, the operating results of eDiets are included in the financial statements from the acquisition date. | ||
ASTV, a Florida corporation, was organized in November 2006. Our executive offices are located in Clearwater, Florida. | ||
ASTV | ||
ASTV generates revenues primarily from three channels, including direct response sales of consumer products, sale of consumer products through a "live-shop" TV venue and ownership of the url AsSeenOnTV.com which operates as a web based outlet for our Company and other direct response businesses. | ||
Inventors and entrepreneurs submit products or business concepts for our review. Once we identify a suitable product or concept, we negotiate to obtain global marketing and distribution rights. These marketing and distribution agreements typically provide for revenue sharing in the form of a royalty to the inventor or product owner. As of the date of this report, we have marketed several products with limited success. | ||
eDiets | ||
eDiets develops and markets Internet-based diet and fitness programs, primarily through the url eDiets.com. eDiets also offered through September 2013, a subscription-based nationwide weight-loss oriented meal delivery service. Digital diet plans are personalized according to an individual's weight goals, food and cooking preferences, and include the related shopping lists and recipes. | ||
Liquidity and Going Concern | ||
At September 30, 2013, we had a cash balance of approximately $340,000, a working capital deficit of approximately $5.7 million and an accumulated deficit of approximately $25.0 million. We have experienced losses from operations since our inception, and we have relied on a series of private placements and convertible debentures to fund our operations. The Company cannot predict how long it will continue to incur losses or whether it will ever become profitable. | ||
We have undertaken, and will continue to implement, various measures to address our financial condition, including: | ||
· | Significantly curtailing costs and consolidating operations, where feasible. | |
· | Seeking debt, equity and other forms of financing, including funding through strategic partnerships. | |
· | Reducing operations to conserve cash. | |
· | Deferring certain marketing activities. | |
· | Investigating and pursuing transactions with third parties, including strategic transactions and relationships. | |
There can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations and/or seek relief through a filing under the U.S. Bankruptcy Code. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties. | ||
Basis of Presentation | ||
The condensed consolidated financial statements as of September 30, 2013 and for the three month and six month periods ended September 30, 2013 and 2012 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2013, and the results of operations for the three month and six month periods ended September 30, 2013 and 2012, the statement of shareholders' equity (deficiency) for the six months ended September 30, 2013 and the statement of cash flows for the six month periods ended September 30, 2013 and 2012. The results for the six months ended September 30, 2013 are not necessarily indicative of the results to be expected for the entire year. The condensed consolidated balance sheet as of March 31, 2013 has been derived from audited financial statements for the fiscal year ended March 31, 2013. While management of the Company believes that the disclosures presented are adequate to make the information not misleading, these condensed consolidated financial statements should be read in conjunction with audited consolidated financial statements and the footnotes thereto for the fiscal year ended March 31, 2013 as filed with the Securities and Exchange Commission with our Form 10-K on June 28, 2013 (the "Audited 2013 Financial Statements"). The audit report of EisnerAmper LLP, the Company's independent registered public accounting firm, dated June 28, 2013, included an explanatory paragraph about the existence of substantial doubt concerning the Company's ability to continue as a going concern. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | |||||||||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||||||||
Note 2. | ||||||||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||||||
Accounting Estimates | ||||||||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reported periods. Our management believes the estimates utilized in preparing our consolidated financial statements are reasonable. Actual results could differ from these estimates. | ||||||||||||||||||||||
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements. | ||||||||||||||||||||||
Allowance for Doubtful Accounts: The allowance for doubtful accounts which is based on an evaluation of our outstanding accounts receivable including the age of amounts due, the financial condition of our specific customers, knowledge of our industry unit and historical bad debt experience. This evaluation methodology has proved to provide a reasonable estimate of bad debt expense in the past and we intend to continue to employ this approach in our analysis of collectability. | ||||||||||||||||||||||
Allowance for Sales Returns: In the direct response industry, purchased items are generally returnable for a certain period after purchase. We attempt to estimate returns and provide an allowance for sales returns where applicable. Our estimates are based on historical experience and knowledge of the products sold. The allowance for estimated sales returns totaled $86,316 and $208,838 at September 30, 2013 and March 31, 2013, respectively. | ||||||||||||||||||||||
Goodwill: Goodwill is not amortized but is subject to periodic testing for impairment in accordance with Accounting Standards Codification ("ASC") Topic 350 -- Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment. The test for impairment was to be conducted annually or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. In connection with the Company's decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its investment in this component and therefore recorded a loss of $9,300,000 related to the associated goodwill, which was recorded in loss from discontinued operations. | ||||||||||||||||||||||
The following provides a roll-forward of the Company's goodwill: | ||||||||||||||||||||||
Balance as of March 31, 2013 | $ | 9,300,000 | ) | |||||||||||||||||||
Impairment | (9,300,000 | ) | ||||||||||||||||||||
Balance as of September 30, 2013 | $ | - | ||||||||||||||||||||
Intangible Assets: Intangible assets include acquired customer relationships, urls and trademarks. Intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets of five years in accordance with ASC Topic 350 -- Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment. Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. In connection with the Company's decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its finite-lived intangible assets in this component and therefore recorded a loss of $5,331,000 which represented the excess carrying value over the related fair value of these assets, which was recorded in loss from discontinued operations. | ||||||||||||||||||||||
Income Taxes: We use the asset and liability method to determine our income tax expense or benefit. Deferred tax assets and liabilities are computed based on temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered or settled. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. | ||||||||||||||||||||||
Restricted Cash | ||||||||||||||||||||||
Restricted cash, totaling $392,900 at September 30, 2013, represents $327,900 funds held by eDiets credit card processors and $65,000 held in escrow pending delivery of certain products. | ||||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||||
We recognize revenue from product sales in accordance with Financial Accounting Standards Board ("FASB") ASC 605 - Revenue Recognition. Following agreements or orders from customers, we ship products to our customers often through a third party facilitator. Revenue from product sales is only recognized when substantially all the risks and rewards of ownership have transferred to our customers, the selling price is fixed and collection is reasonably assured. Typically, these criteria are met when our customer's order is received and we receive acknowledgment of receipt by a third party shipper and collection is reasonably assured. | ||||||||||||||||||||||
We recognized deferred revenue for our dietary meal delivery program as payment is made in advance of the actual meal delivery. We also recognize deferred revenue related to our online dietary subscription services as payments are made in advance of the full subscription period. As of September 30, 2013 and March 31, 2013, we had recognized deferred revenue of $116,349 and $173,750, respectively. | ||||||||||||||||||||||
The Company has a return policy on its ASTV sales whereby the customer can return any product within 60-days of receipt for a full refund, excluding shipping and handling. However, historically the Company has accepted returns past 60-days of receipt. The Company provides an allowance for returns based upon specific product warranty agreements and past experience and industry knowledge. All significant returns for the periods presented have been offset against gross sales. The Company also provides a reserve for warranties, which is not significant and is included in accrued expense. | ||||||||||||||||||||||
eDiets' meal delivery revenue, through the divestiture date, was recognized upon delivery and transfer of title to the product. This occurred upon shipment from the Company's fulfillment center and delivery to the end-customer. eDiets' digital revenue is generated by the Company offering membership subscriptions to the proprietary content contained in its websites. Subscriptions are paid in advance, mainly via credit/debit cards, and cash receipts are recognized as deferred revenue and are recorded as revenue on a straight-line basis over the period of the digital plan subscription. | ||||||||||||||||||||||
Receivables | ||||||||||||||||||||||
Accounts receivable consists of amounts due from the sale of our direct response, home shopping related products and dietary programs. Our allowance for doubtful accounts at September 30, 2013 and March 31, 2013, totaled $0 and $152,000, respectively. The allowances are estimated based on historical customer experience and industry knowledge. | ||||||||||||||||||||||
Inventories and Advances on Inventory Purchases | ||||||||||||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined using a first-in, first-out, or FIFO, method. We review our inventory for excess or obsolete inventory and write-down obsolete or otherwise unmarketable inventory to its estimated net realizable value. | ||||||||||||||||||||||
Advances on inventory purchases represent payments made to our product suppliers in advance of delivery to the Company. It is common industry practice to require a substantial deposit against products ordered before commencement of manufacturing, particularly with off-shore suppliers. Additional advance payments may also be required upon achievement of certain agreed upon manufacturing or shipment benchmarks. Upon delivery and receipt by the Company of the items ordered, and the Company taking title to the goods, the balances are transferred to inventory. | ||||||||||||||||||||||
Property and Equipment, net | ||||||||||||||||||||||
We record property, equipment and leasehold improvements at historical cost. Expenditures for maintenance and repairs are recorded to expense; additions and improvements are capitalized. We provide for depreciation using the straight-line method at rates that approximate the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the remaining term of the lease. | ||||||||||||||||||||||
Property and equipment, net consists of the following: | ||||||||||||||||||||||
Property and equipment | Estimated | September 30, | March 31, | |||||||||||||||||||
Useful Lives | 2013 | 2013 | ||||||||||||||||||||
Computers and software | 3 Years | $ | 67,003 | $ | 120,041 | |||||||||||||||||
Office equipment and furniture | 5-7 Years | 87,694 | 94,248 | |||||||||||||||||||
Leasehold improvements | 1-3 Years | 62,610 | 62,610 | |||||||||||||||||||
217,307 | 276,899 | |||||||||||||||||||||
Less: accumulated depreciation and amortization | (142,438 | ) | (132,098 | ) | ||||||||||||||||||
$ | 74,869 | $ | 144,801 | |||||||||||||||||||
Depreciation and amortization expense totaled approximately $10,000 and $43,000 for the three and six month periods ended September 30, 2013, respectively, and $14,000 and $25,000 for the three and six month periods ending September 30, 2012. | ||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||
Intangible assets consisted of the following at September 30, 2013 and March 31, 2013: | ||||||||||||||||||||||
March 31, | Amortization | Impairment | Additions | September 30, | Estimated | |||||||||||||||||
2013 | Expense for | 2013 | Useful Life | |||||||||||||||||||
the Six Months | ||||||||||||||||||||||
Ended | ||||||||||||||||||||||
September 30, | ||||||||||||||||||||||
2013 | ||||||||||||||||||||||
Customer relationships | $ | 6,000,000 | $ | $ | (5,000,000 | ) | $ | - | $ | 1,000,000 | 5 years | |||||||||||
URL's | 1,000,000 | (660,000 | ) | 98,956 | 438,956 | 5 years | ||||||||||||||||
Trademarks | 859,439 | (588,439 | ) | - | 271,000 | 5 years | ||||||||||||||||
AsSeenOnTV.com | 2,839,216 | - | $ | 2,839,216 | Indefinite | |||||||||||||||||
10,698,655 | (6,248,439 | ) | 98,956 | 4,549,172 | ||||||||||||||||||
Accumulated amortization | (131,000 | ) | (786,000 | ) | 917,000 | - | - | |||||||||||||||
$ | 10,567,655 | $ | (786,000 | ) | $ | (5,331,439 | ) | $ | 98,956 | $ | 4,549,172 | |||||||||||
Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. | ||||||||||||||||||||||
The straight-line method is being used to amortize the Company's finite lived intangible assets over their respective lives. Related amortization expense recognized was $393,000 and $786,000 for the three and six month periods ended September 30, 2013, respectively. Amortization expense for the next five succeeding fiscal years is estimated as follows: | ||||||||||||||||||||||
March 31, | ||||||||||||||||||||||
2014 remaining six months | $171,000 | |||||||||||||||||||||
2015 | $342,000 | |||||||||||||||||||||
2016 | $342,000 | |||||||||||||||||||||
2017 | $342,000 | |||||||||||||||||||||
2018 | $342,000 | |||||||||||||||||||||
2019 | $171,000 | |||||||||||||||||||||
Earnings (Loss) Per Share | ||||||||||||||||||||||
Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. | ||||||||||||||||||||||
The following is a reconciliation of the number of shares used in the calculation of basic earnings (loss) per share and diluted earnings per share from continuing operations and net income (loss) per share for the three and six month periods ending September 30, 2013 and 2012, respectively. | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Net income from continuing operations | $ | 3,455,694 | $ | 12,184,675 | $ | 3,800,592 | $ | 1,438,697 | ||||||||||||||
Adjustments to net income | - | (769,197 | ) | - | (769,197 | ) | ||||||||||||||||
Adjusted net income from continuing operations | 3,455,694 | 11,415,478 | 3,800,592 | 669,500 | ||||||||||||||||||
Net income (loss) | $ | (10,850,459 | ) | $ | 12,184,675 | $ | (11,383,949 | ) | $ | 1,438,697 | ||||||||||||
Adjustments to net income (loss) | (769,197 | ) | (769,197 | ) | ||||||||||||||||||
Adjusted net income (loss) | (10,850,459 | ) | 11,415,478 | (11,383,989 | ) | 669,500 | ||||||||||||||||
Weighted-average number of common shares outstanding | 71,651,491 | 32,370,784 | 71,467,995 | 32,191,549 | ||||||||||||||||||
Incremental shares from the assumed exercise of dilutive securities: | ||||||||||||||||||||||
Stock options | - | - | - | - | ||||||||||||||||||
Convertible note | - | 559,006 | - | 281,030 | ||||||||||||||||||
Dilutive warrants | 1,067,857 | 1,943,789 | 1,078,764 | 2,019,340 | ||||||||||||||||||
72,719,348 | 34,873,579 | 72,546,759 | 34,491,919 | |||||||||||||||||||
Income (loss) per common share: | ||||||||||||||||||||||
Basic: | ||||||||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.38 | $ | 0.05 | $ | 0.04 | ||||||||||||||
Discontinued operations | (0.20 | ) | - | (0.21 | ) | - | ||||||||||||||||
$ | (0.15 | ) | $ | 0.38 | $ | (0.16 | ) | $ | 0.04 | |||||||||||||
Diluted: | ||||||||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.33 | $ | 0.05 | $ | 0.02 | ||||||||||||||
Discontinued operations | (0.20 | ) | - | (0.21 | ) | - | ||||||||||||||||
$ | (0.15 | ) | $ | 0.33 | $ | (0.16 | ) | $ | 0.02 | |||||||||||||
Assuming the conversion of the convertible notes occurred at the beginning of the quarter, or upon issuance if later, the adjustments to net income include the amortization of all debt discounts and deferred financing costs, offset by the addition of interest expense. | ||||||||||||||||||||||
The following securities were not included in the computation of diluted net earnings per share as their effective would be anti-dilutive: | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Stock options | 8,262,069 | 1,055,000 | 8,262,069 | 1,055,000 | ||||||||||||||||||
Warrants | 66,670,869 | 30,904,314 | 66,670,869 | 29,341,814 | ||||||||||||||||||
74,932,938 | 31,959,314 | 74,932,938 | 30,396,814 | |||||||||||||||||||
Concentration of Credit Risk | ||||||||||||||||||||||
Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash, cash equivalents and trade accounts receivable. Cash and cash equivalents are held with financial institutions in the United States and from time to time we may have balances that exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits. Concentration of credit risk with respect to our trade accounts receivable to our customers is limited to $358,919 at September 30, 2013. Credit is extended to our customers, based on an evaluation of a customer's financial condition and collateral is not required. | ||||||||||||||||||||||
Advertising and Promotional Costs | ||||||||||||||||||||||
Advertising and promotional costs are expensed when incurred and totaled approximately $13,166 and $31,046 for the three month periods ended September 30, 2013 and 2012, respectively, and $30,509 and $54,018 for the six month periods ended September 30, 2013 and 2012, respectively. | ||||||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||||
FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to us on September 30, 2013 and March 31, 2013, respectively. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. | ||||||||||||||||||||||
FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). | ||||||||||||||||||||||
The three levels of the fair value hierarchy are as follows: | ||||||||||||||||||||||
Level 1 - Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. | ||||||||||||||||||||||
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. | ||||||||||||||||||||||
Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. | ||||||||||||||||||||||
The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The fair value of notes payable are based on borrowing rates that are available to the Company for loans with similar terms, collateral and maturity. The estimated fair value of notes payable approximates the carrying value. Determination of fair value of related party payables is not practicable due to their related party nature. | ||||||||||||||||||||||
Accounting Standards Updates | ||||||||||||||||||||||
There have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended September 30, 2013, as compared to the recent accounting pronouncements described in the Company's Audited 2013 Financial Statements that are of material significance, or have potential material significance to the Company. | ||||||||||||||||||||||
Principles of Consolidation | ||||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All inter-company account balances and transactions have been eliminated in consolidation. |
eDiets_Acquisition_and_Sale_of
eDiets Acquisition and Sale of Meal Delivery Service | 6 Months Ended | ||||
Sep. 30, 2013 | |||||
eDiets Acquisition and Sale of Meal Delivery Service [Abstract] | ' | ||||
eDiets Acquisition and Sale of Meal Delivery Service | ' | ||||
Note 3. | |||||
eDiets Acquisition and Sale of Meal Delivery Service | |||||
On February 28, 2013, the Company completed the purchase of 100% of the outstanding common stock of eDiets.com, Inc., a publicly held company organized under the laws of the State of Delaware ("eDiets"), offering subscription-based weight-loss oriented meal delivery service and individualized digital subscription-based weight-loss and wellness programs. Pursuant to the terms and conditions of the Agreement and Plan of Merger by and among our Company, eDiets Acquisition Company, a Delaware corporation and wholly owned subsidiary of our Company, and eDiets, dated October 31, 2012 we issued an aggregate of 19,077,686 shares of our common stock, at the ratio of 1.2667 shares of our common stock for each outstanding share of eDiets' common stock, to the eDiets' stockholders. Following the closing, eDiets became a wholly owned subsidiary of our Company. | |||||
At completion, we believed the acquisition of eDiets could create a more scalable business and facilitate our strategic objective of becoming one of the top providers of ecommerce products and solutions. In addition, while there were no assurances, it was anticipated that the acquisition would allow us to expand our product offerings, realize potential synergies in marketing and media purchases, realize potential cost savings in administrative expenses and the costs associated with public company compliance, and take advantage of product cross-selling opportunities. | |||||
The total purchase price for eDiets was approximately $15.1 million. The purchase price consisted of approximately (i) $2.4 million in cash, (ii) $11.1 million in the Company's common stock, valued based on the closing price of the stock on February 28, 2013, (iii) $0.9 million representing the fair value of the Company's options issued to eDiets' employees and warrants issued to eDiets consultants, and (iv) assumed liability of $600,000 in principal and $92,057 of related accrued interest in eDiets notes payable to related parties, which converted into 988,654 shares of common stock at $0.70 per share and warrants to purchase 494,328 shares of common stock of the Company, all pursuant to the Agreement and Plan of Merger. In accordance with accounting standards of business combinations, we accounted for the acquisition of eDiets under the acquisition method. Under the acquisition method, the assets acquired and liabilities assumed at the date of acquisition were recorded in the consolidated financial statements at their respective fair values at the date of acquisition. The excess of the purchase price over the fair value of the acquired net assets has been recorded as goodwill. eDiets' results of operations are included in our consolidated financial statements from the date of acquisition. | |||||
The determination of the estimated fair value of the acquired assets and liabilities assumed required management to make significant estimates and assumptions. We determined the fair value by applying established valuation techniques, based on information that management believed to be relevant to this determination. The following table summarizes the purchase price allocation of the fair value of the assets acquired and liabilities assumed at the date of acquisition: | |||||
Cash and cash equivalents | $ | 241,344 | |||
Restricted cash | 450,000 | ||||
Accounts receivable | 118,172 | ||||
Inventory | 75,522 | ||||
Prepaid expenses and other assets | 275,170 | ||||
Property, plant and equipment | 61,342 | ||||
Intangibles | |||||
Customer relationships | 6,000,000 | ||||
URL's | 1,000,000 | ||||
Trademarks | 859,439 | ||||
Total assets acquired | 9,080,989 | ||||
Accounts payable | (2,318,986 | ) | |||
Accrued expenses | (443,364 | ) | |||
Notes payable | (463,672 | ) | |||
Total liabilities assumed | (3,226,022 | ) | |||
Net assets acquired | $ | 5,854,967 | |||
The purchase price exceeded the fair value of the net assets acquired by $9,300,000, which was recorded as goodwill. Acquisition costs, consisting of legal, consulting and other costs related to the acquisition aggregated approximately $278,000 and included $82,650 for an acquisition consulting fee payable in 142,500 shares of common stock which were issued in July 2013. | |||||
In connection with the Company's decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its investment in this component and therefore recorded a loss which is included in discontinued operations. See Note 4. | |||||
The accompanying condensed consolidated financial statements do not include any revenues or expenses related to the eDiets business on or prior to February 28, 2013, the closing date of the acquisition. The condensed consolidated statements of operations for the three month and six month periods ended September 30, 2013, include approximately $226,000 and $528,000 of revenues, respectively, and a net loss, inclusive of a loss from discontinued operations, of approximately $14,133,000 and $14,816,000, respectively, related to eDiets. | |||||
In connection with the acquisition, the Company acquired an aggregate of $463,672 of notes payable, consisting of $100,000 due to a former director of eDiets, $100,000 due to a former director of eDiets who is currently a director of the Company and $263,672 due to a former landlord of eDiets. The annual interest rate on the director and former director notes is 5%. The landlord note is interest free, absent default. | |||||
In addition, under the provisions of ASC 805-Business Combinations, the Company recognized as stock-based compensation the difference in fair value between the eDiets options outstanding at the acquisition date and the replacement ASTV options granted. The fair value of the eDiets' options replaced was recorded as consideration in the acquisition. The excess fair value of the ASTV replacement options over the fair value of the eDiets options, totaling approximately $694,000, was recognized as compensation cost in the fiscal year ended March 31, 2013. | |||||
At the time of acquisition, eDiets had approximately $61.2 million in net operating loss carryforwards. Those net operating loss carryforwards will be subject to the Internal Revenue Code 382 ownership change rules which will limit future use by eDiets, as a subsidiary of the Company, to approximately $0.50 million per year. |
Discontinued_Operations
Discontinued Operations | 6 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Discontinued Operations [Abstract] | ' | ||||||||
Discontinued Operations | ' | ||||||||
Note 4. | |||||||||
Discontinued Operations | |||||||||
On October 11, 2013, the Company completed the sale to Chefs Diet National Co., LLC ("Chef's Diet"), a subsidiary of Chef's Diet Corp., of certain assets (the "Meal Delivery Assets") relating to the eDiets meal delivery business pursuant to an Asset Purchase and Revenue Sharing Agreement (the "Agreement") dated August 23, 1013 between eDiets and Chef's Diet. The disposed assets consist primarily of a customer database of active and inactive eDiets customers. In addition, eDiets granted Chef's Diet a perpetual royalty-free license to content and certain other intellectual property used in connection with the eDiets meal delivery business. While the Agreement was not finalized until October 11, 2013, the transaction met the criteria of held-for-sale accounting as of September 30, 2013 and has been presented in accordance with the provisions of ASC 205-20 Discontinued Operations for all periods presented. | |||||||||
The base purchase price of $1.1 million consisted of an initial cash payment of $200,000, of which $100,000 was collected prior to September 30, 2013, plus deferred cash payments totaling $900,000 payable as follows: (i) eight quarterly payments beginning January 1, 2014 in an amount equal to the greater of $56,250 or seven percent of adjusted gross revenue for the immediately preceding period, and (ii) eight quarterly payments beginning January 1, 2016 in an amount equal to the greater of $56,250 or five percent of adjusted gross revenue for the immediately preceding period. In addition, Chef's Diet will make up to four quarterly bonus payments of up to $50,000 each if it meets certain customer acquisition and retention targets | |||||||||
The Company's meal delivery operations were a component of our eDiets subsidiary which delivered fresh and frozen diet or wellness focused meals to our customers. Management believes this divestiture will allow the Company to streamline its operations and focus its limited recourses on ecommerce based platforms, which it believes is the future of the dietary and wellness industries. | |||||||||
In connection with the Agreement, the Company retained a perpetual, nonexclusive, worldwide, royalty free right and license to use the Meal Delivery Assets in its business provided that it shall not utilize such assets to promote any fresh, frozen or prepared meal program, as defined. | |||||||||
For the three month and six month periods ending September 30, 2013, the Company's meal delivery component had operational losses of $775,000 and $1,653,000, respectively. As a result of this divestiture, the Company recognized a non-cash charge of $14,631,000, including a write down of goodwill of $9,300,000 and $5,331,000 in identifiable intangible assets, resulting from the Company's determination that it would not be able to recover the carrying value of its investment in this component and that it would not be able to recover the carrying value of its finite-lived intangible assets in this component and therefore recorded the related loss in discontinued operations. As a result of this impairment, the Company carries no remaining goodwill. No tangible assets or liabilities were transferred in the divestiture of the meal delivery component. | |||||||||
The results of operations for the meal delivery component has been reported as discontinued operations in the accompanying condensed consolidated financial statements for all periods presented. The following table summarizes the results of operations for the discontinued component: | |||||||||
Three Months | Six Months | ||||||||
Ended | Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2013 | ||||||||
Net sales | $ | 550,340 | $ | 1,952,271 | |||||
Operating (loss) | (774,714 | ) | (1,653,142 | ) | |||||
Asset sale | 1,100,000 | 1,100,000 | |||||||
Impairment charge related to goodwill and finite-lived intangibles | (14,631,439 | ) | (14,631,439 | ) | |||||
Income tax benefit (expense) | - | - | |||||||
Loss from discontinued operations, net of taxes | $ | (14,306,153 | ) | $ | (15,184,581 | ) |
Prepaid_expenses_and_other_cur
Prepaid expenses and other current assets | 6 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Prepaid expenses and other current assets [Abstract] | ' | ||||||||
Prepaid expenses and other current assets | ' | ||||||||
Note 5. | |||||||||
Prepaid expenses and other current assets | |||||||||
Components of prepaid expenses and other current assets consist of the following: | |||||||||
September 30, | March 31, | ||||||||
2013 | 2013 | ||||||||
Prepaid license fees | $ | 3,221 | $ | 23,550 | |||||
Prepaid insurance | 338,129 | 388,690 | |||||||
Prepaid investor relations fees | - | 8,475 | |||||||
Prepaid talent fees | 141,665 | 204,167 | |||||||
Prepaid professional fees | 63,996 | 57,055 | |||||||
Prepaid medical and related insurance | - | 46,011 | |||||||
Prepaid expenses - other | 6,235 | 64,502 | |||||||
$ | 553,246 | $ | 792,450 |
Accrued_expenses_and_other_cur
Accrued expenses and other current liabilities | 6 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accrued expenses and other current liabilities [Abstract] | ' | ||||||||
Accrued expenses and other current liabilities | ' | ||||||||
Note 6. | |||||||||
Accrued expenses and other current liabilities | |||||||||
Accrued expenses and other current liabilities consist of the following: | |||||||||
September 30, | March 31, | ||||||||
2013 | 2013 | ||||||||
Accrued compensation | $ | 81,444 | $ | 137,505 | |||||
Accrued warranty | 10,836 | 52,000 | |||||||
Accrued sales returns | - | 156,838 | |||||||
Accrued professional fees | 52,700 | 159,000 | |||||||
Accrued rents | 2,887 | 2,874 | |||||||
Accrued severance | 59,773 | 179,318 | |||||||
Accrued other | 12,937 | 40,195 | |||||||
$ | 220,577 | $ | 727,730 |
Warrant_Liabilities
Warrant Liabilities | 6 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Warrant Liabilities [Abstract] | ' | ||||||||||||||||||||
Warrant Liabilities | ' | ||||||||||||||||||||
Note 7. | |||||||||||||||||||||
Warrant Liabilities | |||||||||||||||||||||
Warrants issued in connection with several private placements contain provisions that protect holders from a decline in the issue price of our common stock (or "down-round" provisions) or that contain net settlement provisions. The Company accounts for these warrants as liabilities instead of equity. Down-round provisions reduce the exercise or conversion price of a warrant or convertible instrument if a company either issues equity shares for a price that is lower than the exercise or conversion price of those instruments or issues new warrants or convertible instruments that have a lower exercise or conversion price. Net settlement provisions allow the holder of the warrant to surrender shares underlying the warrant equal to the exercise price as payment of its exercise price, instead of physically exercising the warrant by paying cash. The Company evaluates whether warrants to acquire its common stock contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price and/or shares to be issued under the respective warrant agreements based on a variable that is not an input to the fair value of a "fixed-for-fixed" option. | |||||||||||||||||||||
The Company recognizes these warrants as liabilities at their fair value and remeasures them at fair value on each reporting date. | |||||||||||||||||||||
The assumptions used in connection with the valuation of warrants issued were as follows: | |||||||||||||||||||||
September 30, | March 31, | ||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||
Number of shares underlying the warrants | 47,726,100 | 47,726,100 | |||||||||||||||||||
Exercise price | $0.595 - $0.80 | $0.595 - $0.80 | |||||||||||||||||||
Volatility | 179 | % | 133 | % | |||||||||||||||||
Risk-free interest rate | 0.33%-1.01 | % | 0.36%-0.77 | % | |||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||||||
Expected warrant life (years) | 2.21 - 4.25 | 2.50 - 4.75 | |||||||||||||||||||
Stock price | $0.15 | $0.35 | |||||||||||||||||||
Recurring Level 3 Activity and Reconciliation | |||||||||||||||||||||
The tables below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3). The table reflects gains and losses for the six month period ended September 30, 2013, for all financial liabilities categorized as Level 3 as of September 30, 2013. | |||||||||||||||||||||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
March 31, | Initial | Increase | Reclassed to | September 30, | |||||||||||||||||
2013 | Measurements | (Decrease) | Equity | 2013 | |||||||||||||||||
in | |||||||||||||||||||||
Fair Value | |||||||||||||||||||||
2011 Unit Offering | $ | 8,531,735 | $ | - | $ | (4,617,022 | ) | $ | - | $ | 3,914,713 | ||||||||||
2011 Unit Offering Placement Agent | 1,073,855 | - | (581,126 | ) | - | 482,729 | |||||||||||||||
2012 Bridge Warrant | 231,691 | - | (131,137 | ) | - | 100,554 | |||||||||||||||
2012 Bridge Warrant Placement Agent | 46,338 | - | (26,227 | ) | - | 20,111 | |||||||||||||||
2012 Unit Offering | 1,268,686 | - | (717,059 | ) | - | 551,627 | |||||||||||||||
2012 Unit Offering Placement Agent | 432,735 | - | (229,506 | ) | - | 203,229 | |||||||||||||||
2013 Merger related notes converted | 104,266 | - | (57,886 | ) | - | 46,380 | |||||||||||||||
$ | 11,689,306 | $ | - | $ | (6,359,963 | ) | $ | - | $ | 5,329,343 | |||||||||||
March 31, | Initial | Increase | Reclassed to | September 30, | |||||||||||||||||
2012 | Measurements | (Decrease) | Equity | 2012 | |||||||||||||||||
in | |||||||||||||||||||||
Fair Value | |||||||||||||||||||||
2011 Bridge Warrant | $ | 6,604,706 | $ | - | $ | (966,334 | ) | $ | (5,638,372 | ) | $ | - | |||||||||
2011 Bridge Warrant Placement Agent | 876,119 | - | (128,184 | ) | (747,935 | ) | - | ||||||||||||||
2011 Unit Offering | 15,816,980 | - | (3,042,278 | ) | - | 12,774,702 | |||||||||||||||
2011 Unit Offering Placement Agent | 2,499,810 | - | (476,723 | ) | - | 2,023,087 | |||||||||||||||
2012 Bridge Warrant | - | 716,761 | (58,264 | ) | - | 658,497 | |||||||||||||||
2012 Bridge Warrant Placement Agent | - | 143,352 | (11,653 | ) | - | 131,699 | |||||||||||||||
$ | 25,797,615 | $ | 860,113 | $ | (4,683,436 | ) | $ | (6,386,307 | ) | $ | 15,587,985 | ||||||||||
Number of Warrants Subject to Remeasurement | |||||||||||||||||||||
Number of Warrants | |||||||||||||||||||||
March 31, | Warrant | September 30, | |||||||||||||||||||
2013 | Additions | Reductions | 2013 | ||||||||||||||||||
2011 Unit Offering | 33,277,842 | - | - | 33,277,842 | |||||||||||||||||
2011 Unit Offering Placement Agent | 4,726,892 | - | - | 4,726,892 | |||||||||||||||||
2012 Bridge Warrant | 1,137,735 | - | - | 1,137,735 | |||||||||||||||||
2012 Bridge Warrant Placement Agent | 227,546 | - | - | 227,546 | |||||||||||||||||
2012 Unit Offering | 6,300,213 | - | - | 6,300,213 | |||||||||||||||||
2012 Unit Offering Placement Agent | 1,561,544 | - | - | 1,561,544 | |||||||||||||||||
2013 Merger related notes converted | 494,328 | - | - | 494,328 | |||||||||||||||||
47,726,100 | - | - | 47,726,100 |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Note 8. | |
Related Party Transactions | |
Concurrent with the Company's acquisition of eDiets on February 28, 2013, the Company issued 988,654 shares of common stock and warrants to purchase 494,328 shares of common stock in settlement of $600,000 of related eDiets party debt and $92,057 in related interest to an eDiets director and one former director. During the second quarter, the Company repaid $50,000 in principal to our director. At September 30, 2013, the Company had outstanding a $50,000 note payable to a director, which bears interest at 5% per annum and matured on June 30, 2013. The note continues to accrue interest at 5% per annum. For the period April 1, 2013 through September, 30, 2013, the Company recognized related party interest expense of $5,115 with related accrued interest of $3,854 at September 30, 2013. |
Notes_Payable
Notes Payable | 6 Months Ended |
Sep. 30, 2013 | |
Notes Payable [Abstract] | ' |
Notes Payable | ' |
Note 9. | |
Notes Payable | |
In connection with the acquisition of eDiets on February 28, 2013, the Company assumed an aggregate of $463,672 of notes payable, consisting of (i) $100,000 owed to a former director of eDiets who is currently a director of the Company, which matured on June 30, 2013 (ii) $100,000 owed to a former director of eDiets, which matured on June 30, 2013 and (iii) $263,672 owed to a former landlord of eDiets, which is payable in equal monthly installments, the last of which matures on October 1, 2015. All notes are unsecured and the director and former director notes carry an interest rate of 5% per annum. The landlord note is interest free, absent default. | |
At September 30, 2013 and March 31, 2013, the Company had notes payable - current portion of $216,524 and $281,805, respectively. At September 30, 2013 and March 31, 2013, notes payable - current portion included $102,060 due to the former landlord and $100,000 due to the former director of eDiets. In addition, the balances include amounts due under insurance related notes payable. Annual interest rates on these notes range from 5% to 8.4%. | |
Notes payable non-current includes $101,987 and $153,107, due to a former landlord at September 30, 2013 and March 31, 2013, respectively, and $30,000 and $40,000 due through fiscal 2016, respectively, due under our asset purchase agreement with Seen On TV. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
Note 10. | |||||
Commitments and Contingencies | |||||
In connection with the eDiets acquisition, on September 10, 2012, the Company received notice of a complaint filed in Broward County, Florida by an eDiets stockholder against eDiets, members of the board of directors of eDiets and the Company, alleging that eDiets breached its fiduciary duty to its stockholders by entering into the transaction for inadequate consideration. Prior to the deadline for the defendants to answer the complaint, the plaintiff and the defendants in the case filed a stipulation with the court allowing the plaintiff to file an amended complaint. To date, the plaintiff has taken no further action in the case. The Company's acquisition of eDiets was consummated on February 28, 2013. The Company and the other defendants deny the allegations and intend to vigorously defend the action should the plaintiff take any further steps to prosecute the lawsuit, which is not expected to have a material impact on the Company's financial statements. | |||||
On May 2, 2013, effective May 1, 2013, we entered into an employment agreement with Mr. Ronald C. Pruett Jr. to serve as our chief executive officer. The term of the agreement is for one year and will be automatically renewed for successive one-year periods unless a notice of non-renewal is given by either party or the agreement is otherwise terminated sooner in accordance with its provisions. Pursuant to the agreement, Mr. Pruett will receive an annual base salary of $275,000, together with an additional salary of $275,000 during the first year of his employment with us. Mr. Pruett's base salary may be increased from time to time as determined by the compensation committee of the board of directors. In addition to his base salary, Mr. Pruett will be entitled to receive an annual cash bonus calculated by reference to our actual performance during the immediately preceding fiscal year measured against a revenue and adjusted EBITDA (earnings before income taxes, depreciation and amortization) target to be established by Mr. Pruett and the compensation committee and approved by the board of directors. As of November 18, 2013, Mr. Pruett and the compensation committee had yet to establish a revenue and adjusted EBITDA target for our fiscal year ending March 31, 2014. Mr. Pruett also received an option grant to purchase 425,000 shares (the "First Option Grant") of our common stock and a second option grant to purchase 2,625,000 shares (the "Second Option Grant") of our common stock. The First Option Grant vested on the grant date, May 6, 2013, and has a per share exercise price equal to $0.35, the average of the high bid and low asked prices of our common stock on the OTC Bulletin Board on the trading day immediately preceding the grant date. The Second Option Grant has a per share exercise price equal to $0.70. The Second Option Grant vests in four equal tranches on May 6, 2013, May 1, 2014, November 1, 2014 and May 1, 2015. Provided that the agreement has not been terminated, on December 31, 2013, Mr. Pruett will become entitled to receive subsequent grants of stock and options, at the compensation committee's option, with an aggregate value of at least $918,750, vesting in four equal tranches on the grant date, May 1, 2014, November 1, 2014 and May 1, 2015. | |||||
If Mr. Pruett's employment is terminated due to death, his estate will receive (i) six months' base salary at his then current rate in a lump sum payment and (ii) one year of continued coverage under the Company's employee benefit plans. If Mr. Pruett's employment is terminated due to disability, he will receive (i) six months' base salary at his then current rate, (ii) one year of continued coverage under the Company's employee benefit plans and (iii) any earned but unpaid bonuses, provided that the Company may credit against such amounts any proceeds paid to Mr. Pruett with respect to any disability policy maintained for his benefit. If Mr. Pruett's employment is terminated by the Company without cause or following a change in control or by Mr. Pruett for good reason or following a change in control, Mr. Pruett will receive (i) 12 months' base salary at his then current rate, (ii) continued provision during such 12-month period of benefits under the Company's employee benefit plans, (iii) immediate vesting of all granted but unvested stock options and (iv) a prorated payment of any bonus or other payments earned in connection with any bonus plan in which Mr. Pruett participated at the time of termination. The amount of each payment under (i) shall be reduced by one dollar for each three dollars otherwise payable, until the aggregate amount of all such reductions, together with the aggregate amount of bonus reductions described above, equals $275,000. Mr. Pruett will not be entitled to any compensation if his employment is terminated by the Company for cause or by Mr. Pruett in the absence of good reason. | |||||
On June 13, 2013, TV Goods, Inc. ("TV Goods"), the Company's wholly owned subsidiary, entered into a termination agreement (the "Termination Agreement") with Presser Direct, LLC ("Presser Direct") under which it terminated a Purchasing and Marketing Agreement (the "P & M Agreement") between TV Goods and Presser Direct dated March 7, 2012, relating to the manufacture, marketing, sale and distribution of the SeasonAire heater and related product lines. Under the Termination Agreement, TV Goods agreed to pay approximately $309,000 related to previously purchased inventory and approximately $146,000 attributable to royalty payments under the P & M Agreement, of which $65,000 was to be held in escrow pending delivery of replacements for damaged or defective SeasonAire heaters and related products previously sold by TV Goods. TV Goods also agreed to transfer title to certain assets relating to the products, including infomercials and intellectual property, to Presser Direct. Presser Direct agreed to pay TV Goods $50,000 for existing SeasonAire inventory, to assume obligations to make all royalty payments relating to SeasonAire sales after July 31, 2013 and to assume all liabilities relating to the SeasonAire products after June 13, 2013, except for certain warranty obligations relating to SeasonAire products sold prior to that date. TV Goods and Presser Direct released each other from all obligations under the P & M Agreement, so that the only surviving obligations were those arising under the Termination Agreement. | |||||
Leases | |||||
On February 1, 2012, the Company entered into a new 36-month lease agreement on our existing headquarters facility. Terms of the lease provide for a base rent payments of $7,875 per month for the first twelve months, increasing 3% per year thereafter. The lease contains no provisions for a change in the base rent based on future events or contingent occurrences. In accordance with the provisions ASC 840-Leases, the Company is recognizing lease expenses on a straight-line basis, which total $8,114 per month over the lease term. In connection with the entering into the new leases, the Company recognized income of approximately $71,000 attributable to the recovery of the deferred rent obligation under the previous lease and wrote-off to lease expense $12,420 in security deposits attributable to the prior lease. | |||||
During September 2012, eDiets entered into a one year lease for office space in Pompano Beach, Florida. The lease covered approximately 8,800 square feet at a monthly base rent of $9,800 per month. The Company did not renew this lease upon expiration and no longer occupies this facility. | |||||
The following is a schedule by year of future minimum rental payments required under our lease agreement on September 30, 2013: | |||||
Operating Lease | |||||
Year 1 | $ | 100,000 | |||
Year 2 | 17,000 | ||||
Year 3 | - | ||||
Year 4 | - | ||||
Year 5 | - | ||||
$ | 117,000 | ||||
Base rent expense recognized by the Company, attributable to its headquarters facility and eDiets facility was approximately $54,000 and $107,000 for the three month and six month periods ending September 30, 2013, respectively, and $24,000 and $49,000 for the three month and six month periods ending September 30, 2012. | |||||
Registration Rights | |||||
Under the terms of a 2010 private placement, the Company provided that it would use its best reasonable efforts to cause the related registration statement to become effective within 180 days of the termination date, July 26, 2010, of the offering. We have failed to comply with this registration rights provision and are obligated to make pro rata payments to the subscribers under the 2010 private placement in an amount equal to 1% per month of the aggregate amount invested by the subscribers up to a maximum of 6% of the aggregate amount invested by the subscribers. The maximum amount of penalty to which the Company may be subject is $156,000. The Company has a related accrued liability of $156,000 at both September 30, 2013 and March 31, 2013. |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Stockholders' Equity [Abstract] | ' | |||||||||||||
Stockholders' Equity | ' | |||||||||||||
Note 11. | ||||||||||||||
Stockholders' Equity | ||||||||||||||
Capital Stock | ||||||||||||||
Preferred Stock | ||||||||||||||
We are authorized to issue up to 10,000,000 shares of preferred stock, $.0001 par value per share. Our board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the state of Florida, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. No shares of preferred stock were issued or outstanding at September 30, 2013 and March 31, 2013, respectively. | ||||||||||||||
Common Stock | ||||||||||||||
At March 31, 2013 and 2012, we were authorized to issue up to 750,000,000 shares of common stock, $.0001 par value per share, respectively. | ||||||||||||||
At September 30, 2013 and March 31, 2013, the Company had 71,741,250 and 71,282,066 shares issued and outstanding, respectively. Holders are entitled to one vote for each share of common stock (or its equivalent). | ||||||||||||||
Share Issuances | ||||||||||||||
Common Stock and Warrants | ||||||||||||||
On July 19, 2013, the Company issued 142,500 shares of common stock to National Securities Corporation in consideration for consulting and advisory services provided by National Securities Corporation under an advisory services agreement dated August 14, 2012 in connection with the eDiets merger. The Company had expensed this in the fiscal year ended March 31, 2013. The $82,650 was recorded as an expense and additional paid-in capital as of March 31, 2013. | ||||||||||||||
On July 19, 2013, the Company issued an aggregate of 316,268 shares of common stock to the seller of Seen On TV, LLC, in accordance with the anti-dilution protection provisions contained in the June 28, 2012 Seen On TV, LLC asset purchase agreement. | ||||||||||||||
On November 19, 2012, the Company entered into a licensing and endorsement agreement with Eight Entertainment, LLC furnishing celebrity endorsement services. The agreement is for a 24-month term and provides for the celebrity eDiets endorsements, advertising and promotion programs. In consideration the Company agreed to a one-time payment of $250,000 and the issuance of warrants to purchase up to 6,500,000 shares of common stock as follows: | ||||||||||||||
Issuance | Number of Shares | Exercise Price | Date of Issuance | |||||||||||
1 | 1,500,000 | $0.01 | Within 10 days of effectiveness | |||||||||||
2 | 1,250,000 | $0.25 | 3 months from agreement | |||||||||||
3 | 750,000 | $0.50 | 12 months from agreement | |||||||||||
4 | 1,000,000 | $0.75 | 16 months from agreement | |||||||||||
5 | 1,000,000 | $1.00 | 20 months from agreement | |||||||||||
6 | 1,000,000 | $2.00 | 24 months from agreement | |||||||||||
6,500,000 | ||||||||||||||
The actual number of warrants to be granted under the agreement was subject to adjustment downward up to 50%, based upon certain performance goals being achieved relating to weight-loss. These provisions constitute a performance commitment within the meaning of ASC 505 - Equity. In accordance with ASC 505 - Equity, when equity instruments are issued to non-employees in exchange for the receipt of goods or services the equity instruments are measured at fair value at the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or the date at which the counterparty's performance is complete. The agreement does not contain a sufficiently large disincentive for nonperformance as forfeiture of the equity instrument is the sole remedy in the event of nonperformance. Therefore, a final measurement date will not be established until performance is complete and ASC 505 - Equity requires the recognition of expense from the transaction be measured at the then-current lowest aggregate fair value at each reporting period with changes in those lowest aggregate fair values between the reporting periods recognized in earnings. The first of two performance goals was met during March 2013 reducing the potential adjustment downward to 25%. On May 15, 2013, the second performance goal was not achieved and warrants to purchase 1,625,000 shares of common stock exercisable at prices from $0.01 to $2.00 per share were forfeited. | ||||||||||||||
The related campaign talent costs will be recorded in selling and marketing expenses over the performance period of 24 months. The assumptions used at the initial valuation date, November 19, 2012, and September 30, 2013, were as follows: | ||||||||||||||
Lowest Aggregate Fair Value | ||||||||||||||
Initial Valuation | 30-Sep-13 | |||||||||||||
Number of shares underlying warrants | 3,250,000 | 4,875,000 | ||||||||||||
Exercise prices | $0.01 - $2.00 | $0.01 - $2.00 | ||||||||||||
Volatility | 174.00% | 178.90% | ||||||||||||
Risk-free interest rate | 0.33% | 0.33% | ||||||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||||||
Expected warrant life (years) | 2.875 | 2.15 | ||||||||||||
For the three month and six month periods ending September 30, 2013, the Company recognized marketing expense or expense (reduction) of approximately $(74,000) and $7,000, respectively, attributable to warrants issued and approximately $31,000 and $62,000, respectively, attributable to the $250,000 cash component paid. | ||||||||||||||
A summary of warrants outstanding at September 30, 2013, is as follows: | ||||||||||||||
Summary of Warrants Outstanding | ||||||||||||||
Warrant Description | Number of | Exercise | Expiration Dates | |||||||||||
Warrants (A) | Prices | |||||||||||||
2010 Other Placements | 2,812,500 | $3.00-$5.00 | October 5, 2013 - January 24, 2014 | |||||||||||
2011 Convertible Notes | 431,251 | $3.00-$5.00 | 11-Apr-14 | |||||||||||
2011 Private Placement | 672,750 | $3.00-$5.00 | May 27, 2014 - June 15, 2014 | |||||||||||
2011 Bridge Warrant | 8,789,064 | $0.64 | 29-Aug-14 | |||||||||||
2011 Bridge Warrant Placement Agent | 1,165,875 | $0.64 | 29-Aug-14 | |||||||||||
2011 Unit Offering | 33,277,837 | (B) | $0.59 | 28-Oct-16 | ||||||||||
2011 Unit Offering Placement Agent | 4,726,891 | (B) | $0.59 | 28-Oct-16 | ||||||||||
2010 Other Placements | 412,500 | $0.64-$3.15 | June 1, 2014 - June 22, 2015 | |||||||||||
2012 Bridge Warrant | 1,137,735 | (B) | $0.77 | September 7, 2015 - September 20, 2015 | ||||||||||
2012 Bridge Warrant Placement Agent | 227,546 | (B) | $0.77 | 7-Sep-15 | ||||||||||
2012 Unit Offering | 6,300,213 | (B) | $0.80 | 14-Nov-15 | ||||||||||
2012 Unit Offering Placement Agent | 1,561,544 | (B) | $0.70-$0.80 | 14-Nov-17 | ||||||||||
2012 Talent Compensation | 4,875,000 | $0.01-$2.00 | 19-Nov-15 | |||||||||||
2013 Merger related notes converted | 494,328 | (B) | $0.80 | 14-Nov-15 | ||||||||||
2013 eDiets Warrants | 910,835 | $1.40-$4.74 | February 7, 2014 - September 11, 2019 | |||||||||||
67,795,869 | ||||||||||||||
------- | ||||||||||||||
(A) All warrants reflect post anti-dilution and repricing provisions applied. | ||||||||||||||
(B) Subject to potential further ant-dilution and repricing adjustment (See Note 7). | ||||||||||||||
Equity Compensation Plans | ||||||||||||||
In May 2010, the Company adopted its 2010 Executive Equity Incentive Plan and 2010 Non Executive Equity Incentive Plan (collectively, the "2010 Plans") and granted 600,000 options and 450,000 options, respectively. | ||||||||||||||
The fair value of each option is estimated on the date of grant using the Black Scholes options pricing model using the assumptions established at that time. | ||||||||||||||
On June 4, 2012, the Company issued 30,000 options to a direct response consultant. The fair value of the options granted was estimated on the date of grant using the Black Scholes options pricing model using the assumptions established at that time. The following table includes the assumptions used in valuing this grant: | ||||||||||||||
Number of shares underlying the options | 30,000 | |||||||||||||
Exercise price | $0.87 | |||||||||||||
Volatility | 185 | % | ||||||||||||
Risk-free interest rate | 0.68 | % | ||||||||||||
Expected dividend yield | 0 | % | ||||||||||||
Expected option life (years) | 5 | |||||||||||||
As the options vested upon grant, the entire fair value of $25,100 was charged to stock-based compensation immediately and is included in general and administrative expenses. | ||||||||||||||
On September 24, 2012, the Company's board of directors adopted the 2013 Equity Compensation Plan (the "2013 Plan" and, together with the 2010 Plans, the "Plans") with terms similar to the previously adopted 2010 Plans. The 2013 Plan authorized the issuance of up to 3,000,000 options to purchase common stock. The 2013 Plan was modified in March 2013 authorizing the issuance of up to 6,000,000 options. On May 6, 2013, the 2013 Plan was further modified, increasing the shares of common stock reserved for issuance under such plan to 9,000,000 shares. | ||||||||||||||
On December 15, 2012, the compensation committee granted 2,075,000 options from the remaining available options under the Plans. The options were granted to 17 employees and directors of the Company. The options granted vest at 20% per year over a five-year period and expire ten years from grant date. The fair value of the options granted was estimated on the grant date using the Black Scholes options pricing model using the assumptions established at that time. The following table includes the assumptions used in valuing this grant: | ||||||||||||||
Number of shares underlying the options | 2,075,000 | |||||||||||||
Exercise price | $0.68 | |||||||||||||
Volatility | 177 | % | ||||||||||||
Risk-free interest rate | 1.18 | % | ||||||||||||
Expected dividend yield | 0 | % | ||||||||||||
Expected option life (years) | 7 | |||||||||||||
On May 2, 2013, effective May 1, 2013, we entered into an employment agreement with Mr. Ronald C. Pruett Jr. to serve as our chief executive officer. As a component of his compensation package the board of directors approved an option grant to purchase 425,000 shares (the "First Option Grant") of our common stock and a second option grant to purchase 2,625,000 shares (the "Second Option Grant") of our common stock. The First Option Grant vested on the grant date, May 6, 2013, and has a per share exercise price equal to $0.35, the average of the high bid and low asked prices of our common stock on the OTC Bulletin Board on the trading day immediately preceding the grant date. The Second Option Grant has a per share exercise price equal to $0.70. The Second Option Grant vests in four equal tranches on May 6, 2013, May 1, 2014, November 1, 2014 and May 1, 2015. Provided that the agreement has not been terminated, on December 31, 2013, Mr. Pruett will become entitled to receive subsequent grants of stock and options, at the compensation committee's discretion, with an aggregate value of at least $918,750, vesting in four equal tranches on the grant date, May 1, 2014, November 1, 2014 and May 1, 2015. If Mr. Pruett's employment is terminated for any reason, other than by the Company for cause or by Mr. Pruett in the absence of good reason, he shall be entitled to certain compensation and benefits as provided under the agreement. The following table includes the assumptions used in valuing this grant: | ||||||||||||||
Number of shares underlying the option | 425,000 | 2,625,000 | ||||||||||||
Exercise price | $0.35 | $0.70 | ||||||||||||
Volatility | 137 | % | 137 | % | ||||||||||
Risk-free interest rate | 1.19 | % | 1.19 | % | ||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||||
Expected option life (years) | 7 | 7 | ||||||||||||
On August 1, 2013, the Company issued 500,000 stock options to Henrik Sandell to serve as the Company's chief operating officer. The fair value of the options granted was estimated on the date of grant using the Black Scholes option pricing model using the assumptions established at that time. The following table includes the assumptions used in valuing this grant: | ||||||||||||||
Number of shares underlying the options | 500,000 | |||||||||||||
Exercise price | $0.70 | |||||||||||||
Volatility | 159.03 | % | ||||||||||||
Risk-free interest rate | 2.15 | % | ||||||||||||
Expected dividend yield | 0 | % | ||||||||||||
Expected option life (years) | 7 | |||||||||||||
The grant provided that 125,000 options vested upon grant according, $22,250, the fair value of the vested component, was charged to stock based compensation immediately and is included in general and administrative expense. | ||||||||||||||
Mr. Sandell's options vest under the following schedule: | ||||||||||||||
Percent of Grant | Vesting Date | |||||||||||||
25% | 1-Aug-13 | |||||||||||||
25% | 1-May-14 | |||||||||||||
25% | 1-Nov-14 | |||||||||||||
25% | 1-May-15 | |||||||||||||
Stock based compensation for the three month and six month periods ending September 30, 2013 totaled $138,483 and $617,001. Stock based compensation for the three month and six month periods ending September 30, 2012 totaled $53,616 and $135,108, respectively. Stock based compensation for all periods presented are included in general and administration expenses, in the accompanying condensed consolidated statements of operations. | ||||||||||||||
Information related to options granted under our option plans at September 30, 2013 and, 2012 and activity for each of the six months then ended is as follows: | ||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||
Average | Remaining | Intrinsic Value | ||||||||||||
Exercise | Contractual Life | |||||||||||||
Price | (Years) | |||||||||||||
Outstanding at April 1, 2013 | 5,933,708 | (A) | $ | 2.32 | 6.55 | $ | 44,475 | |||||||
Granted | 3,550,000 | 0.66 | - | - | ||||||||||
Exercised | - | - | - | - | ||||||||||
Forfeited | (1,221,639 | ) | 0.75 | - | - | |||||||||
Expired | - | - | - | - | ||||||||||
Outstanding at September 30, 2013 | 8,262,069 | $ | 1.47 | 7.61 | $ | - | ||||||||
Exercisable at September 30, 2013 | 4,818,319 | $ | 2.69 | 6.34 | $ | - | ||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||
Average | Remaining | Intrinsic Value | ||||||||||||
Exercise | Contractual Life | |||||||||||||
Price | (Years) | |||||||||||||
Outstanding at April 1, 2012 | 1,025,000 | $ | 1.31 | - | $ | - | ||||||||
Granted | 30,000 | 0.87 | - | - | ||||||||||
Exercised | - | - | - | - | ||||||||||
Forfeited | - | - | - | - | ||||||||||
Expired | - | - | - | - | ||||||||||
Outstanding at September 30, 2012 | 1,055,000 | $ | 1.29 | 3.42 | $ | - | ||||||||
Exercisable at September 30, 2012 | 880,000 | $ | 1.37 | 3.26 | $ | - | ||||||||
------- | ||||||||||||||
(A) Includes 2,816,208 eDiets acquisition adjusted replacement options. | ||||||||||||||
The weighted average grant date fair value of unvested options at September 30, 2013, was approximately $1,439,731 and will be expensed over a weighted average period of 6.58 years. | ||||||||||||||
As of September 30, 2013, there were 4,797,500 options available for further issuance under the Plans. | ||||||||||||||
In addition, under the provisions of ASC 805-Business Combinations, the Company recognized as stock-based compensation the difference in fair value between the eDiets options outstanding at the acquisition date and the replacement ASTV options granted. The fair value of the eDiets' options replaced of $604,218 was recorded as consideration transferred in the acquisition. The excess fair value of the ASTV replacement options over the fair value of the eDiets options was recognized as compensation cost in the year ended March 31, 2013 since substantially all of the options were fully vested. Accordingly, the Company recorded $694,000 in stock-based compensation in March 2013. | ||||||||||||||
No tax benefits are attributable to our share based compensation expense recorded in the accompanying financial statements because we are in a net operating loss position and a full valuation allowance is maintained for all net deferred tax assets. For stock options, the amount of the tax deductions is generally the excess of the fair market value of our shares of common stock over the exercise price of the stock options at the date of exercise. | ||||||||||||||
In the event of any stock split of our outstanding shares of common stock, the board of directors in its discretion may elect to maintain the stated amount of shares reserved under the Plans without giving effect to such stock split. Subject to the limitation on the aggregate number of shares issuable under the Plans, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Grants under the Plans may either be (i) ISOs, (ii) NSOs (iii) awards of our common stock or (iv) rights to make direct purchases of our common stock which may be subject to certain restrictions. Any option granted under the Plans must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The Plans further provide that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. | ||||||||||||||
At the effective time of the merger with eDiets, each eDiets option that remained outstanding and unexercised following the effective time was deemed amended and is now exercisable for shares of our common stock. The terms and conditions of the options remained the same, except that the number of shares covered by the option, and the exercise price was adjusted to reflect the exchange ratio of 1.2667. The exercise price per share is now equal to the exercise price prior to the effective time, divided by the exchange ratio. The above discussion reflects options and shares adjusted for the exchange ratio. |
Segment_Reporting
Segment Reporting | 6 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting | ' | ||||||||||||||||
Note 12. | |||||||||||||||||
Segment Reporting | |||||||||||||||||
Commencing February 28, 2013, effective with the Company's acquisition of eDiets, the Company organized its business into two operating segments to better align its organization based upon the Company's management structure, products and services offered, markets served and types of customers. The ASTV segment derives its revenues from the marketing and sale of consumer direct response products, including Internet and TV "live shop" venues. The eDiets segment is a subscription-based nationwide weight-loss oriented digital subscription service and, until our discontinuance of the meal delivery component in September 2013, provided dietary and wellness oriented meal delivery services. See Note 4. Management reviews financial information presented on an operating segment basis for the purpose of making certain operating decisions and assessing financial performance. | |||||||||||||||||
Corporate and other expenses include costs that are not specific to a particular segment but are general to the group; included are expenses incurred for administrative and accounting staff, general liability and other insurance, professional fees and other similar corporate expenses. Corporate and other assets include cash and cash equivalents, prepaid expenses and deposits. | |||||||||||||||||
The following tables reflect results of operations from our business segments for the three month and six month periods ending September 30, 2013: | |||||||||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||
ASTV | eDiets | Corporate | Total | ||||||||||||||
and other | |||||||||||||||||
Revenues | $ | 429,167 | $ | 266,461 | $ | - | $ | 695,628 | |||||||||
Costs of revenues | 293,436 | 31,049 | - | 324,485 | |||||||||||||
Gross profit | 135,731 | 235,412 | - | 371,143 | |||||||||||||
Gross profit % | 32% | 88% | - | 53% | |||||||||||||
Allocated operating expenses: | |||||||||||||||||
Selling and marketing expense | 40,005 | (54,682 | ) | - | -14,677 | ||||||||||||
General and administrative expenses | 767,384 | 51,389 | 522,253 | 1,341,026 | |||||||||||||
Income (loss) from operations | (671,658 | ) | 238,705 | (522,253 | ) | (955,206 | ) | ||||||||||
Revaluation of warrants and interest | 1,658 | 8,584 | 4,400,658 | 4,410,900 | |||||||||||||
Loss from discontinued operations | (14,306,153 | ) | (14,306,153 | ) | |||||||||||||
Net income (loss) before taxes | $ | (670,000 | ) | $ | (14,058,864 | ) | $ | 3,878,405 | $ | (10,850,459 | ) | ||||||
Six Months Ended September 30, 2013 | |||||||||||||||||
ASTV | eDiets | Corporate | Total | ||||||||||||||
and other | |||||||||||||||||
Revenues | $ | 859,191 | $ | 528,295 | $ | - | $ | 1,387,486 | |||||||||
Costs of revenues | 726,928 | 31,049 | - | 757,977 | |||||||||||||
Gross profit | 132,263 | 497,246 | - | 629,509 | |||||||||||||
Gross profit % | 15% | 94% | - | 45% | |||||||||||||
Allocated operating expenses: | |||||||||||||||||
Selling and marketing expense | 82,934 | 40,976 | - | 123,910 | |||||||||||||
General and administrative expenses | 1,764,466 | 100,820 | 1,209,638 | 3,074,924 | |||||||||||||
Loss from operations | (1,715,137 | ) | 355,450 | (1,209,638 | ) | (2,569,325 | ) | ||||||||||
Revaluation of warrants and interest | 2,001 | 6,092 | 6,361,824 | 6,369,917 | |||||||||||||
Loss from discontinued operations | (15,184,581 | ) | (15,184,581 | ) | |||||||||||||
Net income (loss) before taxes | $ | (1,713,136 | ) | $ | (14,823,039 | ) | $ | 5,152,186 | $ | (11,383,989 | ) |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policy) | 6 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | |||||||||||||||||||||
Accounting Estimates | ' | |||||||||||||||||||||
Accounting Estimates | ||||||||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reported periods. Our management believes the estimates utilized in preparing our consolidated financial statements are reasonable. Actual results could differ from these estimates. | ||||||||||||||||||||||
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements. | ||||||||||||||||||||||
Allowance for Doubtful Accounts: The allowance for doubtful accounts which is based on an evaluation of our outstanding accounts receivable including the age of amounts due, the financial condition of our specific customers, knowledge of our industry unit and historical bad debt experience. This evaluation methodology has proved to provide a reasonable estimate of bad debt expense in the past and we intend to continue to employ this approach in our analysis of collectability. | ||||||||||||||||||||||
Allowance for Sales Returns: In the direct response industry, purchased items are generally returnable for a certain period after purchase. We attempt to estimate returns and provide an allowance for sales returns where applicable. Our estimates are based on historical experience and knowledge of the products sold. The allowance for estimated sales returns totaled $86,316 and $208,838 at September 30, 2013 and March 31, 2013, respectively. | ||||||||||||||||||||||
Goodwill: Goodwill is not amortized but is subject to periodic testing for impairment in accordance with Accounting Standards Codification ("ASC") Topic 350 -- Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment. The test for impairment was to be conducted annually or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. In connection with the Company's decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its investment in this component and therefore recorded a loss of $9,300,000 related to the associated goodwill, which was recorded in loss from discontinued operations. | ||||||||||||||||||||||
The following provides a roll-forward of the Company's goodwill: | ||||||||||||||||||||||
Balance as of March 31, 2013 | $ | 9,300,000 | ) | |||||||||||||||||||
Impairment | (9,300,000 | ) | ||||||||||||||||||||
Balance as of September 30, 2013 | $ | - | ||||||||||||||||||||
Intangible Assets: Intangible assets include acquired customer relationships, urls and trademarks. Intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets of five years in accordance with ASC Topic 350 -- Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment. Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. In connection with the Company's decision to divest the dietary meal delivery component in September 2013, the Company determined that it would not be able to recover the carrying value of its finite-lived intangible assets in this component and therefore recorded a loss of $5,331,000 which represented the excess carrying value over the related fair value of these assets, which was recorded in loss from discontinued operations. | ||||||||||||||||||||||
Income Taxes: We use the asset and liability method to determine our income tax expense or benefit. Deferred tax assets and liabilities are computed based on temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered or settled. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. | ||||||||||||||||||||||
Restricted Cash | ' | |||||||||||||||||||||
Restricted Cash | ||||||||||||||||||||||
Restricted cash, totaling $392,900 at September 30, 2013, represents $327,900 funds held by eDiets credit card processors and $65,000 held in escrow pending delivery of certain products. | ||||||||||||||||||||||
Revenue Recognition | ' | |||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||||
We recognize revenue from product sales in accordance with Financial Accounting Standards Board ("FASB") ASC 605 - Revenue Recognition. Following agreements or orders from customers, we ship products to our customers often through a third party facilitator. Revenue from product sales is only recognized when substantially all the risks and rewards of ownership have transferred to our customers, the selling price is fixed and collection is reasonably assured. Typically, these criteria are met when our customer's order is received and we receive acknowledgment of receipt by a third party shipper and collection is reasonably assured. | ||||||||||||||||||||||
We recognized deferred revenue for our dietary meal delivery program as payment is made in advance of the actual meal delivery. We also recognize deferred revenue related to our online dietary subscription services as payments are made in advance of the full subscription period. As of September 30, 2013 and March 31, 2013, we had recognized deferred revenue of $116,349 and $173,750, respectively. | ||||||||||||||||||||||
The Company has a return policy on its ASTV sales whereby the customer can return any product within 60-days of receipt for a full refund, excluding shipping and handling. However, historically the Company has accepted returns past 60-days of receipt. The Company provides an allowance for returns based upon specific product warranty agreements and past experience and industry knowledge. All significant returns for the periods presented have been offset against gross sales. The Company also provides a reserve for warranties, which is not significant and is included in accrued expense. | ||||||||||||||||||||||
eDiets' meal delivery revenue, through the divestiture date, was recognized upon delivery and transfer of title to the product. This occurred upon shipment from the Company's fulfillment center and delivery to the end-customer. eDiets' digital revenue is generated by the Company offering membership subscriptions to the proprietary content contained in its websites. Subscriptions are paid in advance, mainly via credit/debit cards, and cash receipts are recognized as deferred revenue and are recorded as revenue on a straight-line basis over the period of the digital plan subscription. | ||||||||||||||||||||||
Receivables | ' | |||||||||||||||||||||
Receivables | ||||||||||||||||||||||
Accounts receivable consists of amounts due from the sale of our direct response, home shopping related products and dietary programs. Our allowance for doubtful accounts at September 30, 2013 and March 31, 2013, totaled $0 and $152,000, respectively. The allowances are estimated based on historical customer experience and industry knowledge. | ||||||||||||||||||||||
Inventories and Advances on Inventory Purchases | ' | |||||||||||||||||||||
Inventories and Advances on Inventory Purchases | ||||||||||||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined using a first-in, first-out, or FIFO, method. We review our inventory for excess or obsolete inventory and write-down obsolete or otherwise unmarketable inventory to its estimated net realizable value. | ||||||||||||||||||||||
Advances on inventory purchases represent payments made to our product suppliers in advance of delivery to the Company. It is common industry practice to require a substantial deposit against products ordered before commencement of manufacturing, particularly with off-shore suppliers. Additional advance payments may also be required upon achievement of certain agreed upon manufacturing or shipment benchmarks. Upon delivery and receipt by the Company of the items ordered, and the Company taking title to the goods, the balances are transferred to inventory. | ||||||||||||||||||||||
Property and Equipment, net | ' | |||||||||||||||||||||
Property and Equipment, net | ||||||||||||||||||||||
We record property, equipment and leasehold improvements at historical cost. Expenditures for maintenance and repairs are recorded to expense; additions and improvements are capitalized. We provide for depreciation using the straight-line method at rates that approximate the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the remaining term of the lease. | ||||||||||||||||||||||
Property and equipment, net consists of the following: | ||||||||||||||||||||||
Property and equipment | Estimated | September 30, | March 31, | |||||||||||||||||||
Useful Lives | 2013 | 2013 | ||||||||||||||||||||
Computers and software | 3 Years | $ | 67,003 | $ | 120,041 | |||||||||||||||||
Office equipment and furniture | 5-7 Years | 87,694 | 94,248 | |||||||||||||||||||
Leasehold improvements | 1-3 Years | 62,610 | 62,610 | |||||||||||||||||||
217,307 | 276,899 | |||||||||||||||||||||
Less: accumulated depreciation and amortization | (142,438 | ) | (132,098 | ) | ||||||||||||||||||
$ | 74,869 | $ | 144,801 | |||||||||||||||||||
Depreciation and amortization expense totaled approximately $10,000 and $43,000 for the three and six month periods ended September 30, 2013, respectively, and $14,000 and $25,000 for the three and six month periods ending September 30, 2012. | ||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||
Intangible assets consisted of the following at September 30, 2013 and March 31, 2013: | ||||||||||||||||||||||
March 31, | Amortization | Impairment | Additions | September 30, | Estimated | |||||||||||||||||
2013 | Expense for | 2013 | Useful Life | |||||||||||||||||||
the Six Months | ||||||||||||||||||||||
Ended | ||||||||||||||||||||||
September 30, | ||||||||||||||||||||||
2013 | ||||||||||||||||||||||
Customer relationships | $ | 6,000,000 | $ | $ | (5,000,000 | ) | $ | - | $ | 1,000,000 | 5 years | |||||||||||
URL's | 1,000,000 | (660,000 | ) | 98,956 | 438,956 | 5 years | ||||||||||||||||
Trademarks | 859,439 | (588,439 | ) | - | 271,000 | 5 years | ||||||||||||||||
AsSeenOnTV.com | 2,839,216 | - | $ | 2,839,216 | Indefinite | |||||||||||||||||
10,698,655 | (6,248,439 | ) | 98,956 | 4,549,172 | ||||||||||||||||||
Accumulated amortization | (131,000 | ) | (786,000 | ) | 917,000 | - | - | |||||||||||||||
$ | 10,567,655 | $ | (786,000 | ) | $ | (5,331,439 | ) | $ | 98,956 | $ | 4,549,172 | |||||||||||
Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. | ||||||||||||||||||||||
The straight-line method is being used to amortize the Company's finite lived intangible assets over their respective lives. Related amortization expense recognized was $393,000 and $786,000 for the three and six month periods ended September 30, 2013, respectively. Amortization expense for the next five succeeding fiscal years is estimated as follows: | ||||||||||||||||||||||
March 31, | ||||||||||||||||||||||
2014 remaining six months | $171,000 | |||||||||||||||||||||
2015 | $342,000 | |||||||||||||||||||||
2016 | $342,000 | |||||||||||||||||||||
2017 | $342,000 | |||||||||||||||||||||
2018 | $342,000 | |||||||||||||||||||||
2019 | $171,000 | |||||||||||||||||||||
Earnings (Loss) Per Share | ' | |||||||||||||||||||||
Earnings (Loss) Per Share | ||||||||||||||||||||||
Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. | ||||||||||||||||||||||
The following is a reconciliation of the number of shares used in the calculation of basic earnings (loss) per share and diluted earnings per share from continuing operations and net income (loss) per share for the three and six month periods ending September 30, 2013 and 2012, respectively. | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Net income from continuing operations | $ | 3,455,694 | $ | 12,184,675 | $ | 3,800,592 | $ | 1,438,697 | ||||||||||||||
Adjustments to net income | - | (769,197 | ) | - | (769,197 | ) | ||||||||||||||||
Adjusted net income from continuing operations | 3,455,694 | 11,415,478 | 3,800,592 | 669,500 | ||||||||||||||||||
Net income (loss) | $ | (10,850,459 | ) | $ | 12,184,675 | $ | (11,383,949 | ) | $ | 1,438,697 | ||||||||||||
Adjustments to net income (loss) | (769,197 | ) | (769,197 | ) | ||||||||||||||||||
Adjusted net income (loss) | (10,850,459 | ) | 11,415,478 | (11,383,989 | ) | 669,500 | ||||||||||||||||
Weighted-average number of common shares outstanding | 71,651,491 | 32,370,784 | 71,467,995 | 32,191,549 | ||||||||||||||||||
Incremental shares from the assumed exercise of dilutive securities: | ||||||||||||||||||||||
Stock options | - | - | - | - | ||||||||||||||||||
Convertible note | - | 559,006 | - | 281,030 | ||||||||||||||||||
Dilutive warrants | 1,067,857 | 1,943,789 | 1,078,764 | 2,019,340 | ||||||||||||||||||
72,719,348 | 34,873,579 | 72,546,759 | 34,491,919 | |||||||||||||||||||
Income (loss) per common share: | ||||||||||||||||||||||
Basic: | ||||||||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.38 | $ | 0.05 | $ | 0.04 | ||||||||||||||
Discontinued operations | (0.20 | ) | - | (0.21 | ) | - | ||||||||||||||||
$ | (0.15 | ) | $ | 0.38 | $ | (0.16 | ) | $ | 0.04 | |||||||||||||
Diluted: | ||||||||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.33 | $ | 0.05 | $ | 0.02 | ||||||||||||||
Discontinued operations | (0.20 | ) | - | (0.21 | ) | - | ||||||||||||||||
$ | (0.15 | ) | $ | 0.33 | $ | (0.16 | ) | $ | 0.02 | |||||||||||||
Assuming the conversion of the convertible notes occurred at the beginning of the quarter, or upon issuance if later, the adjustments to net income include the amortization of all debt discounts and deferred financing costs, offset by the addition of interest expense. | ||||||||||||||||||||||
The following securities were not included in the computation of diluted net earnings per share as their effective would be anti-dilutive: | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Stock options | 8,262,069 | 1,055,000 | 8,262,069 | 1,055,000 | ||||||||||||||||||
Warrants | 66,670,869 | 30,904,314 | 66,670,869 | 29,341,814 | ||||||||||||||||||
74,932,938 | 31,959,314 | 74,932,938 | 30,396,814 | |||||||||||||||||||
Concentration of Credit Risk | ' | |||||||||||||||||||||
Concentration of Credit Risk | ||||||||||||||||||||||
Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash, cash equivalents and trade accounts receivable. Cash and cash equivalents are held with financial institutions in the United States and from time to time we may have balances that exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits. Concentration of credit risk with respect to our trade accounts receivable to our customers is limited to $358,919 at September 30, 2013. Credit is extended to our customers, based on an evaluation of a customer's financial condition and collateral is not required. | ||||||||||||||||||||||
Advertising and Promotional Costs | ' | |||||||||||||||||||||
Advertising and Promotional Costs | ||||||||||||||||||||||
Advertising and promotional costs are expensed when incurred and totaled approximately $13,166 and $31,046 for the three month periods ended September 30, 2013 and 2012, respectively, and $30,509 and $54,018 for the six month periods ended September 30, 2013 and 2012, respectively. | ||||||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||||
FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to us on September 30, 2013 and March 31, 2013, respectively. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. | ||||||||||||||||||||||
FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). | ||||||||||||||||||||||
The three levels of the fair value hierarchy are as follows: | ||||||||||||||||||||||
Level 1 - Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. | ||||||||||||||||||||||
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. | ||||||||||||||||||||||
Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. | ||||||||||||||||||||||
The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The fair value of notes payable are based on borrowing rates that are available to the Company for loans with similar terms, collateral and maturity. The estimated fair value of notes payable approximates the carrying value. Determination of fair value of related party payables is not practicable due to their related party nature. | ||||||||||||||||||||||
Accounting Standards Updates | ' | |||||||||||||||||||||
Accounting Standards Updates | ||||||||||||||||||||||
There have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended September 30, 2013, as compared to the recent accounting pronouncements described in the Company's Audited 2013 Financial Statements that are of material significance, or have potential material significance to the Company. | ||||||||||||||||||||||
Principles of Consolidation | ' | |||||||||||||||||||||
Principles of Consolidation | ||||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All inter-company account balances and transactions have been eliminated in consolidation. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | |||||||||||||||||||||
Schedule of Goodwill | ' | |||||||||||||||||||||
The following provides a roll-forward of the Company's goodwill: | ||||||||||||||||||||||
Balance as of March 31, 2013 | $ | 9,300,000 | ) | |||||||||||||||||||
Impairment | (9,300,000 | ) | ||||||||||||||||||||
Balance as of September 30, 2013 | $ | - | ||||||||||||||||||||
Schedule of Property and Equipment | ' | |||||||||||||||||||||
Property and equipment, net consists of the following: | ||||||||||||||||||||||
Property and equipment | Estimated | September 30, | March 31, | |||||||||||||||||||
Useful Lives | 2013 | 2013 | ||||||||||||||||||||
Computers and software | 3 Years | $ | 67,003 | $ | 120,041 | |||||||||||||||||
Office equipment and furniture | 5-7 Years | 87,694 | 94,248 | |||||||||||||||||||
Leasehold improvements | 1-3 Years | 62,610 | 62,610 | |||||||||||||||||||
217,307 | 276,899 | |||||||||||||||||||||
Less: accumulated depreciation and amortization | (142,438 | ) | (132,098 | ) | ||||||||||||||||||
$ | 74,869 | $ | 144,801 | |||||||||||||||||||
Schedule of Intangible Assets | ' | |||||||||||||||||||||
Intangible assets consisted of the following at September 30, 2013 and March 31, 2013: | ||||||||||||||||||||||
March 31, | Amortization | Impairment | Additions | September 30, | Estimated | |||||||||||||||||
2013 | Expense for | 2013 | Useful Life | |||||||||||||||||||
the Six Months | ||||||||||||||||||||||
Ended | ||||||||||||||||||||||
September 30, | ||||||||||||||||||||||
2013 | ||||||||||||||||||||||
Customer relationships | $ | 6,000,000 | $ | $ | (5,000,000 | ) | $ | - | $ | 1,000,000 | 5 years | |||||||||||
URL's | 1,000,000 | (660,000 | ) | 98,956 | 438,956 | 5 years | ||||||||||||||||
Trademarks | 859,439 | (588,439 | ) | - | 271,000 | 5 years | ||||||||||||||||
AsSeenOnTV.com | 2,839,216 | - | $ | 2,839,216 | Indefinite | |||||||||||||||||
10,698,655 | (6,248,439 | ) | 98,956 | 4,549,172 | ||||||||||||||||||
Accumulated amortization | (131,000 | ) | (786,000 | ) | 917,000 | - | - | |||||||||||||||
$ | 10,567,655 | $ | (786,000 | ) | $ | (5,331,439 | ) | $ | 98,956 | $ | 4,549,172 | |||||||||||
Schedule of Amortization Expense | ' | |||||||||||||||||||||
Amortization expense for the next five succeeding fiscal years is estimated as follows: | ||||||||||||||||||||||
March 31, | ||||||||||||||||||||||
2014 remaining six months | $171,000 | |||||||||||||||||||||
2015 | $342,000 | |||||||||||||||||||||
2016 | $342,000 | |||||||||||||||||||||
2017 | $342,000 | |||||||||||||||||||||
2018 | $342,000 | |||||||||||||||||||||
2019 | $171,000 | |||||||||||||||||||||
Schedule of Earnings (Loss) Per Share | ' | |||||||||||||||||||||
The following is a reconciliation of the number of shares used in the calculation of basic earnings (loss) per share and diluted earnings per share from continuing operations and net income (loss) per share for the three and six month periods ending September 30, 2013 and 2012, respectively. | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Net income from continuing operations | $ | 3,455,694 | $ | 12,184,675 | $ | 3,800,592 | $ | 1,438,697 | ||||||||||||||
Adjustments to net income | - | (769,197 | ) | - | (769,197 | ) | ||||||||||||||||
Adjusted net income from continuing operations | 3,455,694 | 11,415,478 | 3,800,592 | 669,500 | ||||||||||||||||||
Net income (loss) | $ | (10,850,459 | ) | $ | 12,184,675 | $ | (11,383,949 | ) | $ | 1,438,697 | ||||||||||||
Adjustments to net income (loss) | (769,197 | ) | (769,197 | ) | ||||||||||||||||||
Adjusted net income (loss) | (10,850,459 | ) | 11,415,478 | (11,383,989 | ) | 669,500 | ||||||||||||||||
Weighted-average number of common shares outstanding | 71,651,491 | 32,370,784 | 71,467,995 | 32,191,549 | ||||||||||||||||||
Incremental shares from the assumed exercise of dilutive securities: | ||||||||||||||||||||||
Stock options | - | - | - | - | ||||||||||||||||||
Convertible note | - | 559,006 | - | 281,030 | ||||||||||||||||||
Dilutive warrants | 1,067,857 | 1,943,789 | 1,078,764 | 2,019,340 | ||||||||||||||||||
72,719,348 | 34,873,579 | 72,546,759 | 34,491,919 | |||||||||||||||||||
Income (loss) per common share: | ||||||||||||||||||||||
Basic: | ||||||||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.38 | $ | 0.05 | $ | 0.04 | ||||||||||||||
Discontinued operations | (0.20 | ) | - | (0.21 | ) | - | ||||||||||||||||
$ | (0.15 | ) | $ | 0.38 | $ | (0.16 | ) | $ | 0.04 | |||||||||||||
Diluted: | ||||||||||||||||||||||
Continuing operations | $ | 0.05 | $ | 0.33 | $ | 0.05 | $ | 0.02 | ||||||||||||||
Discontinued operations | (0.20 | ) | - | (0.21 | ) | - | ||||||||||||||||
$ | (0.15 | ) | $ | 0.33 | $ | (0.16 | ) | $ | 0.02 | |||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | |||||||||||||||||||||
The following securities were not included in the computation of diluted net earnings per share as their effective would be anti-dilutive: | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Stock options | 8,262,069 | 1,055,000 | 8,262,069 | 1,055,000 | ||||||||||||||||||
Warrants | 66,670,869 | 30,904,314 | 66,670,869 | 29,341,814 | ||||||||||||||||||
74,932,938 | 31,959,314 | 74,932,938 | 30,396,814 |
eDiets_Acquisition_and_Sale_of1
eDiets Acquisition and Sale of Meal Delivery Service (Tables) | 6 Months Ended | ||||
Sep. 30, 2013 | |||||
eDiets Acquisition and Sale of Meal Delivery Service [Abstract] | ' | ||||
Schedule of Assets Acquired and Liabilities Assumed | ' | ||||
The following table summarizes the purchase price allocation of the fair value of the assets acquired and liabilities assumed at the date of acquisition: | |||||
Cash and cash equivalents | $ | 241,344 | |||
Restricted cash | 450,000 | ||||
Accounts receivable | 118,172 | ||||
Inventory | 75,522 | ||||
Prepaid expenses and other assets | 275,170 | ||||
Property, plant and equipment | 61,342 | ||||
Intangibles | |||||
Customer relationships | 6,000,000 | ||||
URL's | 1,000,000 | ||||
Trademarks | 859,439 | ||||
Total assets acquired | 9,080,989 | ||||
Accounts payable | (2,318,986 | ) | |||
Accrued expenses | (443,364 | ) | |||
Notes payable | (463,672 | ) | |||
Total liabilities assumed | (3,226,022 | ) | |||
Net assets acquired | $ | 5,854,967 |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 6 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Discontinued Operations [Abstract] | ' | ||||||||
Schedule of Discontinued Operations | ' | ||||||||
The following table summarizes the results of operations for the discontinued component: | |||||||||
Three Months | Six Months | ||||||||
Ended | Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2013 | ||||||||
Net sales | $ | 550,340 | $ | 1,952,271 | |||||
Operating (loss) | (774,714 | ) | (1,653,142 | ) | |||||
Asset sale | 1,100,000 | 1,100,000 | |||||||
Impairment charge related to goodwill and finite-lived intangibles | (14,631,439 | ) | (14,631,439 | ) | |||||
Income tax benefit (expense) | - | - | |||||||
Loss from discontinued operations, net of taxes | $ | (14,306,153 | ) | $ | (15,184,581 | ) |
Prepaid_expenses_and_other_cur1
Prepaid expenses and other current assets (Tables) | 6 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Prepaid expenses and other current assets [Abstract] | ' | ||||||||
Schedule of Prepaid Expenses and Other Assets | ' | ||||||||
Components of prepaid expenses and other current assets consist of the following: | |||||||||
September 30, | March 31, | ||||||||
2013 | 2013 | ||||||||
Prepaid license fees | $ | 3,221 | $ | 23,550 | |||||
Prepaid insurance | 338,129 | 388,690 | |||||||
Prepaid investor relations fees | - | 8,475 | |||||||
Prepaid talent fees | 141,665 | 204,167 | |||||||
Prepaid professional fees | 63,996 | 57,055 | |||||||
Prepaid medical and related insurance | - | 46,011 | |||||||
Prepaid expenses - other | 6,235 | 64,502 | |||||||
$ | 553,246 | $ | 792,450 |
Accrued_expenses_and_other_cur1
Accrued expenses and other current liabilities (Tables) | 6 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accrued expenses and other current liabilities [Abstract] | ' | ||||||||
Schedule of Accrued Expenses and Other Current Liabilities | ' | ||||||||
Accrued expenses and other current liabilities consist of the following: | |||||||||
September 30, | March 31, | ||||||||
2013 | 2013 | ||||||||
Accrued compensation | $ | 81,444 | $ | 137,505 | |||||
Accrued warranty | 10,836 | 52,000 | |||||||
Accrued sales returns | - | 156,838 | |||||||
Accrued professional fees | 52,700 | 159,000 | |||||||
Accrued rents | 2,887 | 2,874 | |||||||
Accrued severance | 59,773 | 179,318 | |||||||
Accrued other | 12,937 | 40,195 | |||||||
$ | 220,577 | $ | 727,730 |
Warrant_Liabilities_Tables
Warrant Liabilities (Tables) | 6 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Warrant Liabilities [Abstract] | ' | ||||||||||||||||||||
Schedule of Warrants Issued | ' | ||||||||||||||||||||
The assumptions used in connection with the valuation of warrants issued were as follows: | |||||||||||||||||||||
September 30, | March 31, | ||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||
Number of shares underlying the warrants | 47,726,100 | 47,726,100 | |||||||||||||||||||
Exercise price | $0.595 - $0.80 | $0.595 - $0.80 | |||||||||||||||||||
Volatility | 179 | % | 133 | % | |||||||||||||||||
Risk-free interest rate | 0.33%-1.01 | % | 0.36%-0.77 | % | |||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||||||
Expected warrant life (years) | 2.21 - 4.25 | 2.50 - 4.75 | |||||||||||||||||||
Stock price | $0.15 | $0.35 | |||||||||||||||||||
Schedule of Warrant Liabilities at Fair Value | ' | ||||||||||||||||||||
The tables below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3). The table reflects gains and losses for the six month period ended September 30, 2013, for all financial liabilities categorized as Level 3 as of September 30, 2013. | |||||||||||||||||||||
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||
March 31, | Initial | Increase | Reclassed to | September 30, | |||||||||||||||||
2013 | Measurements | (Decrease) | Equity | 2013 | |||||||||||||||||
in | |||||||||||||||||||||
Fair Value | |||||||||||||||||||||
2011 Unit Offering | $ | 8,531,735 | $ | - | $ | (4,617,022 | ) | $ | - | $ | 3,914,713 | ||||||||||
2011 Unit Offering Placement Agent | 1,073,855 | - | (581,126 | ) | - | 482,729 | |||||||||||||||
2012 Bridge Warrant | 231,691 | - | (131,137 | ) | - | 100,554 | |||||||||||||||
2012 Bridge Warrant Placement Agent | 46,338 | - | (26,227 | ) | - | 20,111 | |||||||||||||||
2012 Unit Offering | 1,268,686 | - | (717,059 | ) | - | 551,627 | |||||||||||||||
2012 Unit Offering Placement Agent | 432,735 | - | (229,506 | ) | - | 203,229 | |||||||||||||||
2013 Merger related notes converted | 104,266 | - | (57,886 | ) | - | 46,380 | |||||||||||||||
$ | 11,689,306 | $ | - | $ | (6,359,963 | ) | $ | - | $ | 5,329,343 | |||||||||||
March 31, | Initial | Increase | Reclassed to | September 30, | |||||||||||||||||
2012 | Measurements | (Decrease) | Equity | 2012 | |||||||||||||||||
in | |||||||||||||||||||||
Fair Value | |||||||||||||||||||||
2011 Bridge Warrant | $ | 6,604,706 | $ | - | $ | (966,334 | ) | $ | (5,638,372 | ) | $ | - | |||||||||
2011 Bridge Warrant Placement Agent | 876,119 | - | (128,184 | ) | (747,935 | ) | - | ||||||||||||||
2011 Unit Offering | 15,816,980 | - | (3,042,278 | ) | - | 12,774,702 | |||||||||||||||
2011 Unit Offering Placement Agent | 2,499,810 | - | (476,723 | ) | - | 2,023,087 | |||||||||||||||
2012 Bridge Warrant | - | 716,761 | (58,264 | ) | - | 658,497 | |||||||||||||||
2012 Bridge Warrant Placement Agent | - | 143,352 | (11,653 | ) | - | 131,699 | |||||||||||||||
$ | 25,797,615 | $ | 860,113 | $ | (4,683,436 | ) | $ | (6,386,307 | ) | $ | 15,587,985 | ||||||||||
Schedule of Warrant Remeasurement | ' | ||||||||||||||||||||
Number of Warrants Subject to Remeasurement | |||||||||||||||||||||
Number of Warrants | |||||||||||||||||||||
March 31, | Warrant | September 30, | |||||||||||||||||||
2013 | Additions | Reductions | 2013 | ||||||||||||||||||
2011 Unit Offering | 33,277,842 | - | - | 33,277,842 | |||||||||||||||||
2011 Unit Offering Placement Agent | 4,726,892 | - | - | 4,726,892 | |||||||||||||||||
2012 Bridge Warrant | 1,137,735 | - | - | 1,137,735 | |||||||||||||||||
2012 Bridge Warrant Placement Agent | 227,546 | - | - | 227,546 | |||||||||||||||||
2012 Unit Offering | 6,300,213 | - | - | 6,300,213 | |||||||||||||||||
2012 Unit Offering Placement Agent | 1,561,544 | - | - | 1,561,544 | |||||||||||||||||
2013 Merger related notes converted | 494,328 | - | - | 494,328 | |||||||||||||||||
47,726,100 | - | - | 47,726,100 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
Schedule Of Future Minimum Rental Payments | ' | ||||
The following is a schedule by year of future minimum rental payments required under our lease agreement on September 30, 2013: | |||||
Operating Lease | |||||
Year 1 | $ | 100,000 | |||
Year 2 | 17,000 | ||||
Year 3 | - | ||||
Year 4 | - | ||||
Year 5 | - | ||||
$ | 117,000 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 6 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Stockholders Equity Note [Line Items] | ' | |||||||||||||
Schedule of Options Issued for Service | ' | |||||||||||||
In consideration the Company agreed to a one-time payment of $250,000 and the issuance of warrants to purchase up to 6,500,000 shares of common stock as follows: | ||||||||||||||
Issuance | Number of Shares | Exercise Price | Date of Issuance | |||||||||||
1 | 1,500,000 | $0.01 | Within 10 days of effectiveness | |||||||||||
2 | 1,250,000 | $0.25 | 3 months from agreement | |||||||||||
3 | 750,000 | $0.50 | 12 months from agreement | |||||||||||
4 | 1,000,000 | $0.75 | 16 months from agreement | |||||||||||
5 | 1,000,000 | $1.00 | 20 months from agreement | |||||||||||
6 | 1,000,000 | $2.00 | 24 months from agreement | |||||||||||
6,500,000 | ||||||||||||||
Schedule of Common Stock Purchase Warrants Valuation Assumptions | ' | |||||||||||||
The assumptions used at the initial valuation date, November 19, 2012, and September 30, 2013, were as follows: | ||||||||||||||
Lowest Aggregate Fair Value | ||||||||||||||
Initial Valuation | 30-Sep-13 | |||||||||||||
Number of shares underlying warrants | 3,250,000 | 4,875,000 | ||||||||||||
Exercise prices | $0.01 - $2.00 | $0.01 - $2.00 | ||||||||||||
Volatility | 174.00% | 178.90% | ||||||||||||
Risk-free interest rate | 0.33% | 0.33% | ||||||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||||||
Expected warrant life (years) | 2.875 | 2.15 | ||||||||||||
Schedule of Warrants Outstanding | ' | |||||||||||||
A summary of warrants outstanding at September 30, 2013, is as follows: | ||||||||||||||
Summary of Warrants Outstanding | ||||||||||||||
Warrant Description | Number of | Exercise | Expiration Dates | |||||||||||
Warrants (A) | Prices | |||||||||||||
2010 Other Placements | 2,812,500 | $3.00-$5.00 | October 5, 2013 - January 24, 2014 | |||||||||||
2011 Convertible Notes | 431,251 | $3.00-$5.00 | 11-Apr-14 | |||||||||||
2011 Private Placement | 672,750 | $3.00-$5.00 | May 27, 2014 - June 15, 2014 | |||||||||||
2011 Bridge Warrant | 8,789,064 | $0.64 | 29-Aug-14 | |||||||||||
2011 Bridge Warrant Placement Agent | 1,165,875 | $0.64 | 29-Aug-14 | |||||||||||
2011 Unit Offering | 33,277,837 | (B) | $0.59 | 28-Oct-16 | ||||||||||
2011 Unit Offering Placement Agent | 4,726,891 | (B) | $0.59 | 28-Oct-16 | ||||||||||
2010 Other Placements | 412,500 | $0.64-$3.15 | June 1, 2014 - June 22, 2015 | |||||||||||
2012 Bridge Warrant | 1,137,735 | (B) | $0.77 | September 7, 2015 - September 20, 2015 | ||||||||||
2012 Bridge Warrant Placement Agent | 227,546 | (B) | $0.77 | 7-Sep-15 | ||||||||||
2012 Unit Offering | 6,300,213 | (B) | $0.80 | 14-Nov-15 | ||||||||||
2012 Unit Offering Placement Agent | 1,561,544 | (B) | $0.70-$0.80 | 14-Nov-17 | ||||||||||
2012 Talent Compensation | 4,875,000 | $0.01-$2.00 | 19-Nov-15 | |||||||||||
2013 Merger related notes converted | 494,328 | (B) | $0.80 | 14-Nov-15 | ||||||||||
2013 eDiets Warrants | 910,835 | $1.40-$4.74 | February 7, 2014 - September 11, 2019 | |||||||||||
67,795,869 | ||||||||||||||
------- | ||||||||||||||
(A) All warrants reflect post anti-dilution and repricing provisions applied. | ||||||||||||||
(B) Subject to potential further ant-dilution and repricing adjustment (See Note 7). | ||||||||||||||
Schedule of Vesting Stock Options | ' | |||||||||||||
Mr. Sandell's options vest under the following schedule: | ||||||||||||||
Percent of Grant | Vesting Date | |||||||||||||
25% | 1-Aug-13 | |||||||||||||
25% | 1-May-14 | |||||||||||||
25% | 1-Nov-14 | |||||||||||||
25% | 1-May-15 | |||||||||||||
Schedule of Stock Options Activity | ' | |||||||||||||
Information related to options granted under our option plans at September 30, 2013 and, 2012 and activity for each of the six months then ended is as follows: | ||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||
Average | Remaining | Intrinsic Value | ||||||||||||
Exercise | Contractual Life | |||||||||||||
Price | (Years) | |||||||||||||
Outstanding at April 1, 2013 | 5,933,708 | (A) | $ | 2.32 | 6.55 | $ | 44,475 | |||||||
Granted | 3,550,000 | 0.66 | - | - | ||||||||||
Exercised | - | - | - | - | ||||||||||
Forfeited | (1,221,639 | ) | 0.75 | - | - | |||||||||
Expired | - | - | - | - | ||||||||||
Outstanding at September 30, 2013 | 8,262,069 | $ | 1.47 | 7.61 | $ | - | ||||||||
Exercisable at September 30, 2013 | 4,818,319 | $ | 2.69 | 6.34 | $ | - | ||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||
Average | Remaining | Intrinsic Value | ||||||||||||
Exercise | Contractual Life | |||||||||||||
Price | (Years) | |||||||||||||
Outstanding at April 1, 2012 | 1,025,000 | $ | 1.31 | - | $ | - | ||||||||
Granted | 30,000 | 0.87 | - | - | ||||||||||
Exercised | - | - | - | - | ||||||||||
Forfeited | - | - | - | - | ||||||||||
Expired | - | - | - | - | ||||||||||
Outstanding at September 30, 2012 | 1,055,000 | $ | 1.29 | 3.42 | $ | - | ||||||||
Exercisable at September 30, 2012 | 880,000 | $ | 1.37 | 3.26 | $ | - | ||||||||
------- | ||||||||||||||
(A) Includes 2,816,208 eDiets acquisition adjusted replacement options. | ||||||||||||||
Direct Response Consultant [Member] | ' | |||||||||||||
Stockholders Equity Note [Line Items] | ' | |||||||||||||
Schedule of Valuation Assumptions | ' | |||||||||||||
The following table includes the assumptions used in valuing this grant: | ||||||||||||||
Number of shares underlying the options | 30,000 | |||||||||||||
Exercise price | $0.87 | |||||||||||||
Volatility | 185 | % | ||||||||||||
Risk-free interest rate | 0.68 | % | ||||||||||||
Expected dividend yield | 0 | % | ||||||||||||
Expected option life (years) | 5 | |||||||||||||
2010 Executive Equity Incentive Plan, 2010 Non Executive Equity Incentive Plan, and 2013 Equity Compensation Plan [Member] | ' | |||||||||||||
Stockholders Equity Note [Line Items] | ' | |||||||||||||
Schedule of Valuation Assumptions | ' | |||||||||||||
The following table includes the assumptions used in valuing this grant: | ||||||||||||||
Number of shares underlying the options | 2,075,000 | |||||||||||||
Exercise price | $0.68 | |||||||||||||
Volatility | 177 | % | ||||||||||||
Risk-free interest rate | 1.18 | % | ||||||||||||
Expected dividend yield | 0 | % | ||||||||||||
Expected option life (years) | 7 | |||||||||||||
Chief Executive Officer [Member] | ' | |||||||||||||
Stockholders Equity Note [Line Items] | ' | |||||||||||||
Schedule of Valuation Assumptions | ' | |||||||||||||
The following table includes the assumptions used in valuing this grant: | ||||||||||||||
Number of shares underlying the option | 425,000 | 2,625,000 | ||||||||||||
Exercise price | $0.35 | $0.70 | ||||||||||||
Volatility | 137 | % | 137 | % | ||||||||||
Risk-free interest rate | 1.19 | % | 1.19 | % | ||||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||||
Expected option life (years) | 7 | 7 | ||||||||||||
Chief Operating Officer [Member] | ' | |||||||||||||
Stockholders Equity Note [Line Items] | ' | |||||||||||||
Schedule of Valuation Assumptions | ' | |||||||||||||
The following table includes the assumptions used in valuing this grant: | ||||||||||||||
Number of shares underlying the options | 500,000 | |||||||||||||
Exercise price | $0.70 | |||||||||||||
Volatility | 159.03 | % | ||||||||||||
Risk-free interest rate | 2.15 | % | ||||||||||||
Expected dividend yield | 0 | % | ||||||||||||
Expected option life (years) | 7 |
Segment_Reporting_Tables
Segment Reporting (Tables) | 6 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Business Segments | ' | ||||||||||||||||
The following tables reflect results of operations from our business segments for the three month and six month periods ending September 30, 2013: | |||||||||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||
ASTV | eDiets | Corporate | Total | ||||||||||||||
and other | |||||||||||||||||
Revenues | $ | 429,167 | $ | 266,461 | $ | - | $ | 695,628 | |||||||||
Costs of revenues | 293,436 | 31,049 | - | 324,485 | |||||||||||||
Gross profit | 135,731 | 235,412 | - | 371,143 | |||||||||||||
Gross profit % | 32% | 88% | - | 53% | |||||||||||||
Allocated operating expenses: | |||||||||||||||||
Selling and marketing expense | 40,005 | (54,682 | ) | - | -14,677 | ||||||||||||
General and administrative expenses | 767,384 | 51,389 | 522,253 | 1,341,026 | |||||||||||||
Income (loss) from operations | (671,658 | ) | 238,705 | (522,253 | ) | (955,206 | ) | ||||||||||
Revaluation of warrants and interest | 1,658 | 8,584 | 4,400,658 | 4,410,900 | |||||||||||||
Loss from discontinued operations | (14,306,153 | ) | (14,306,153 | ) | |||||||||||||
Net income (loss) before taxes | $ | (670,000 | ) | $ | (14,058,864 | ) | $ | 3,878,405 | $ | (10,850,459 | ) | ||||||
Six Months Ended September 30, 2013 | |||||||||||||||||
ASTV | eDiets | Corporate | Total | ||||||||||||||
and other | |||||||||||||||||
Revenues | $ | 859,191 | $ | 528,295 | $ | - | $ | 1,387,486 | |||||||||
Costs of revenues | 726,928 | 31,049 | - | 757,977 | |||||||||||||
Gross profit | 132,263 | 497,246 | - | 629,509 | |||||||||||||
Gross profit % | 15% | 94% | - | 45% | |||||||||||||
Allocated operating expenses: | |||||||||||||||||
Selling and marketing expense | 82,934 | 40,976 | - | 123,910 | |||||||||||||
General and administrative expenses | 1,764,466 | 100,820 | 1,209,638 | 3,074,924 | |||||||||||||
Loss from operations | (1,715,137 | ) | 355,450 | (1,209,638 | ) | (2,569,325 | ) | ||||||||||
Revaluation of warrants and interest | 2,001 | 6,092 | 6,361,824 | 6,369,917 | |||||||||||||
Loss from discontinued operations | (15,184,581 | ) | (15,184,581 | ) | |||||||||||||
Net income (loss) before taxes | $ | (1,713,136 | ) | $ | (14,823,039 | ) | $ | 5,152,186 | $ | (11,383,989 | ) |
Description_of_Our_Business_Li1
Description of Our Business, Liquidity and Going Concern, and Basis of Presentation (Details) (USD $) | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Mar. 31, 2012 | Feb. 28, 2013 |
eDiets.com [Member] | |||||
Description Of Our Business [Line Items] | ' | ' | ' | ' | ' |
Percentage of acquired outstanding stock | ' | ' | ' | ' | 100.00% |
Cash and cash equivalents | $339,660 | $2,352,730 | $991,645 | $4,683,186 | ' |
Working capital | -5,700,000 | ' | ' | ' | ' |
Accumulated deficit | ($24,955,838) | ($13,571,849) | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Allowance for estimated sales returns | $86,316 | ' | $86,316 | ' | $208,838 |
Intangible assets estimated economic lives | ' | ' | '5 years | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' | ' | ' |
Restricted cash | 392,900 | ' | 392,900 | ' | 450,000 |
Deferred revenue | 116,349 | ' | 116,349 | ' | 173,750 |
Allowance for doubtful accounts | ' | ' | ' | ' | 152,000 |
Depreciation and amortization expense | 10,000 | 14,000 | 43,000 | 25,000 | ' |
Concentration of credit risk | ' | ' | ' | ' | ' |
Advertising and promotional costs | 13,166 | 31,046 | 30,509 | 54,018 | ' |
Accounts Receivable [Member] | ' | ' | ' | ' | ' |
Concentration of credit risk | ' | ' | ' | ' | ' |
Concentration of credit risk | 358,919 | ' | 358,919 | ' | ' |
Funds held by eDiets credit card processors [Member] | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' | ' | ' |
Restricted cash | 327,900 | ' | 327,900 | ' | ' |
Held in escrow pending delivery of certain products [Member] | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' | ' | ' |
Restricted cash | $65,000 | ' | $65,000 | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Schedule of Goodwill) (Details) (USD $) | 6 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Goodwill Balance | $9,300,000 |
Goodwill Impairment | -9,300,000 |
Goodwill Balance | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Schedule of Property and Equipment) (Details) (USD $) | 6 Months Ended | |
Sep. 30, 2013 | Mar. 31, 2013 | |
Property and equipment [Line Items] | ' | ' |
Property and equipment, gross | $217,307 | $276,899 |
Less: accumulated depreciation and amortization | -142,438 | -132,098 |
Property and equipment, net | 74,869 | 144,801 |
Computers and software [Member] | ' | ' |
Property and equipment [Line Items] | ' | ' |
Property and equipment, gross | 67,003 | 120,041 |
Property and equipment, estimated useful lives | '3 years | ' |
Office equipment and furniture [Member] | ' | ' |
Property and equipment [Line Items] | ' | ' |
Property and equipment, gross | 87,694 | 94,248 |
Office equipment and furniture [Member] | Minimum [Member] | ' | ' |
Property and equipment [Line Items] | ' | ' |
Property and equipment, estimated useful lives | '5 years | ' |
Office equipment and furniture [Member] | Maximum [Member] | ' | ' |
Property and equipment [Line Items] | ' | ' |
Property and equipment, estimated useful lives | '7 years | ' |
Leasehold improvements [Member] | ' | ' |
Property and equipment [Line Items] | ' | ' |
Property and equipment, gross | $62,610 | $62,610 |
Leasehold improvements [Member] | Minimum [Member] | ' | ' |
Property and equipment [Line Items] | ' | ' |
Property and equipment, estimated useful lives | '1 year | ' |
Leasehold improvements [Member] | Maximum [Member] | ' | ' |
Property and equipment [Line Items] | ' | ' |
Property and equipment, estimated useful lives | '3 years | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Schedule of Intangible Assets) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Intangible assets, gross | $4,549,172 | $4,549,172 | ' | $10,698,655 |
Accumulated amortization | ' | ' | ' | -131,000 |
Intangible assets, net | 4,549,172 | 4,549,172 | ' | 10,567,655 |
Amortization Expense | -393,000 | -786,000 | ' | ' |
Impairment | ' | -6,248,439 | ' | ' |
Accumulated amortization of impairment | ' | 917,000 | ' | ' |
Impairment Of Intangible Assets Finitelived Net Of Reversal Of Impairment Charges | ' | -5,331,439 | ' | ' |
Additions | ' | 98,955 | 1,565,525 | ' |
Estimated Useful Life | ' | '5 years | ' | ' |
AsSeenOnTV.com [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Intangible assets, gross | 2,839,216 | 2,839,216 | ' | 2,839,216 |
Additions | ' | ' | ' | ' |
Estimated Useful Life | ' | 'Indefinite | ' | ' |
Customer relationships [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Intangible assets, gross | 1,000,000 | 1,000,000 | ' | 6,000,000 |
Impairment | ' | -5,000,000 | ' | ' |
Additions | ' | ' | ' | ' |
Estimated Useful Life | ' | '5 years | ' | ' |
URL's [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Intangible assets, gross | 438,956 | 438,956 | ' | 1,000,000 |
Impairment | ' | -660,000 | ' | ' |
Additions | ' | 98,956 | ' | ' |
Estimated Useful Life | ' | '5 years | ' | ' |
Trademarks [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Intangible assets, gross | 271,000 | 271,000 | ' | 859,439 |
Impairment | ' | -588,439 | ' | ' |
Additions | ' | ' | ' | ' |
Estimated Useful Life | ' | '5 years | ' | ' |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Schedule of Related Amortization Expense) (Details) (USD $) | Sep. 30, 2013 |
Summary of Significant Accounting Policies [Abstract] | ' |
2014 remaining six months | $171,000 |
2015 | 342,000 |
2016 | 342,000 |
2017 | 342,000 |
2018 | 342,000 |
2019 | $171,000 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Schedule of Earnings Per Share) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Summary of Significant Accounting Policies [Abstract] | ' | ' | ' | ' |
Net income from continuing operations | $3,455,694 | $12,184,675 | $3,800,592 | $1,438,697 |
Adjustments to net income | ' | -769,197 | ' | -769,197 |
Adjusted net income from continuing operations | 3,455,694 | 11,415,478 | 3,800,592 | 669,500 |
Net income (loss) | -10,850,459 | 12,184,675 | -11,383,989 | 1,438,697 |
Adjustments to net income (loss) | ' | -769,197 | ' | -769,197 |
Adjusted net income (loss) | ($10,850,459) | $11,415,478 | ($11,383,989) | $669,500 |
Weighted-average number of common shares outstanding | 71,651,491 | 32,370,784 | 71,467,995 | 32,191,549 |
Incremental shares from the assumed exercise of dilutive securities: | ' | ' | ' | ' |
Stock options | ' | ' | ' | ' |
Convertible note | ' | 559,006 | ' | 281,030 |
Dilutive warrants | 1,067,857 | 1,943,789 | 1,078,764 | 2,019,340 |
Weighted-average number of diluted shares outstanding | 72,719,348 | 34,873,579 | 72,546,759 | 34,491,919 |
Basic: | ' | ' | ' | ' |
Continuing operations | $0.05 | $0.38 | $0.05 | $0.04 |
Discontinued operations | ($0.20) | ' | ($0.21) | ' |
Basic | ($0.15) | $0.38 | ($0.16) | $0.04 |
Diluted: | ' | ' | ' | ' |
Continuing operations | $0.05 | $0.33 | $0.05 | $0.02 |
Discontinued operations | ($0.20) | ' | ($0.21) | ' |
Diluted | ($0.15) | $0.33 | ($0.16) | $0.02 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Schedule of Antidilutive Securities Excluded From the Computation of Earnings Per Share) (Details) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities | 74,932,938 | 31,959,314 | 74,932,938 | 30,396,814 |
Stock Options [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities | 8,262,069 | 1,055,000 | 8,262,069 | 1,055,000 |
Warrants [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities | 66,670,869 | 30,904,314 | 66,670,869 | 29,341,814 |
eDiets_Acquisition_and_Sale_of2
eDiets Acquisition and Sale of Meal Delivery Service (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | |||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2013 | Feb. 28, 2013 | Jul. 31, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Feb. 28, 2013 | |
National Securities Corporation [Member] | Director [Member] | Former Director [Member] | Former Landlord [Member] | eDiets.com [Member] | eDiets.com [Member] | eDiets.com [Member] | eDiets.com [Member] | eDiets.com [Member] | |||||||
Warrant [Member] | |||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued for business acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,077,686 | ' | ' | ' | ' |
Common stock, conversion ratio | ' | ' | 1.2667 | ' | ' | ' | ' | ' | ' | ' | 1.2667 | ' | ' | ' | ' |
Total purchase consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15,100,000 | ' | ' | ' | ' |
Cash consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | ' | ' | ' |
Options issued in acquisition to eDiets employees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,100,000 | ' | ' | ' | ' |
Fair value of consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' |
Business acquisition, liabilities assumed | ' | ' | ' | ' | ' | 3,226,022 | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' |
Interest accrued in the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 92,057 | ' | ' | ' | ' |
Number of shares converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 988,654 | ' | ' | ' | 494,328 |
Conversion price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.70 | ' | ' | ' | ' |
Consulting fee | ' | ' | ' | ' | ' | ' | 82,650 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services | ' | ' | ' | ' | ' | ' | 142,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | 9,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transaction and transition related costs incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 278,000 | 278,000 | ' | ' |
Revenues | 695,628 | 637,724 | 1,387,486 | 1,037,955 | ' | ' | ' | ' | ' | ' | ' | 226,000 | 528,000 | ' | ' |
Net loss | -10,850,459 | 12,184,675 | -11,383,989 | 1,438,697 | ' | ' | ' | ' | ' | ' | ' | -14,133,000 | -14,816,000 | ' | ' |
Notes payable | ' | ' | ' | ' | ' | 463,672 | ' | 100,000 | 100,000 | 263,672 | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | 5.00% | 5.00% | ' | ' | 5.00% | 5.00% | ' | ' |
Share-based compensation | 138,483 | 53,616 | 617,001 | 135,108 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 694,000 | ' |
Net operating loss carry forward | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 61,200,000 | 61,200,000 | ' | ' |
Prior year net operating loss limitations, maximum value per year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 | $500,000 | ' | ' |
eDiets_Acquisition_and_Sale_of3
eDiets Acquisition and Sale of Meal Delivery Service (Schedule of the Fair Value of Assets Acquired and Liabilities Assumed) (Details) (USD $) | Feb. 28, 2013 |
Business Acquisition [Line Items] | ' |
Cash and cash equivalents | $241,344 |
Restricted cash | 450,000 |
Accounts receivable | 118,172 |
Inventory | 75,522 |
Prepaid expenses and other assets | 275,170 |
Property, plant and equipment | 61,342 |
Total assets acquired | 9,080,989 |
Accounts payable | -2,318,986 |
Accrued expenses | -443,364 |
Notes payable | -463,672 |
Total liabilities assumed | -3,226,022 |
Net assets acquired | 5,854,967 |
Customer relationships [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | 6,000,000 |
URL's [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | 1,000,000 |
Trademarks [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | $859,439 |
Discontinued_Operations_Narrat
Discontinued Operations (Narrative) (Details) (USD $) | 6 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Discontinued Operations [Abstract] | ' | ' |
Initial cash payment | $200,000 | ' |
Proceeds from collections on note receivable | 100,000 | ' |
Deferred cash payments | 900,000 | ' |
Quarterly payments beginning January 1, 2014, value | 56,250 | ' |
Quarterly payments beginning January 1, 2014, percent | 7.00% | ' |
Quarterly payments beginning January 1, 2016, value | 56,250 | ' |
Quarterly payments beginning January 1, 2016, percent | 5.00% | ' |
Quarterly bonus payment | 50,000 | ' |
Goodwill Impairment | 9,300,000 | ' |
Impairment of intangible assets | $5,331,439 | ' |
Discontinued_Operations_Schedu
Discontinued Operations (Schedule of Financial Results of Discontinued Operations) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Discontinued Operations [Abstract] | ' | ' | ' | ' |
Net sales | $550,340 | ' | $1,952,271 | ' |
Operating (loss) | -774,714 | ' | -1,653,142 | ' |
Asset sale | 1,100,000 | ' | 1,100,000 | ' |
Impairment charge related to goodwill and finite-lived intangibles | -14,631,439 | ' | -14,631,439 | ' |
Income tax benefit (expense) | ' | ' | ' | ' |
Loss from discontinued operations, net of taxes | ($14,306,153) | ' | ($15,184,581) | ' |
Prepaid_expenses_and_other_cur2
Prepaid expenses and other current assets (Details) (USD $) | Sep. 30, 2013 | Mar. 31, 2013 |
Prepaid expenses and other current assets [Abstract] | ' | ' |
Prepaid license fees | $3,221 | $23,550 |
Prepaid insurance | 338,129 | 388,690 |
Prepaid investor relations fees | ' | 8,475 |
Prepaid talent fees | 141,665 | 204,167 |
Prepaid professional fees | 63,996 | 57,055 |
Prepaid medical and related insurance | ' | 46,011 |
Prepaid expenses - other | 6,235 | 64,502 |
Prepaid expenses and other current assets | $553,246 | $792,450 |
Accrued_expenses_and_other_cur2
Accrued expenses and other current liabilities (Details) (USD $) | Sep. 30, 2013 | Mar. 31, 2013 |
Accrued expenses and other current liabilities [Abstract] | ' | ' |
Accrued compensation | $81,444 | $137,505 |
Accrued warranty | 10,836 | 52,000 |
Accrued sales returns | ' | 156,838 |
Accrued professional fees | 52,700 | 159,000 |
Accrued rents | 2,887 | 2,874 |
Accrued severance | 59,773 | 179,318 |
Accrued other | 12,937 | 40,195 |
Accrued expenses and other current liabilities | $220,577 | $727,730 |
Warrant_Liabilities_Schedule_o
Warrant Liabilities (Schedule of Warrants Issued) (Details) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Aug. 29, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | ||||
Class of Warrant or Right [Line Items] | ' | ' | ' | |||
Number of shares underlying the warrants | ' | 67,795,869 | [1] | 47,726,100 | [1] | |
Minimum [Member] | ' | ' | ' | |||
Class of Warrant or Right [Line Items] | ' | ' | ' | |||
Exercise price | ' | ' | 0.01 | |||
Maximum [Member] | ' | ' | ' | |||
Class of Warrant or Right [Line Items] | ' | ' | ' | |||
Exercise price | ' | ' | 2 | |||
Warrant [Member] | ' | ' | ' | |||
Class of Warrant or Right [Line Items] | ' | ' | ' | |||
Number of shares underlying the warrants | 9,954,939 | [1] | 47,726,100 | [1] | 47,726,100 | [1] |
Exercise price | 0.77 | ' | ' | |||
Volatility | 188.00% | 179.00% | 133.00% | |||
Risk-free interest rate | 0.23% | ' | ' | |||
Risk-free interest rate, minimum | ' | 0.33% | 0.36% | |||
Risk-free interest rate, maximum | ' | 1.01% | 0.77% | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||
Expected life in years | '2 years | ' | ' | |||
Stock price | $0.77 | $0.15 | $0.35 | |||
Warrant [Member] | Minimum [Member] | ' | ' | ' | |||
Class of Warrant or Right [Line Items] | ' | ' | ' | |||
Exercise price | ' | 0.595 | 0.595 | |||
Expected life in years | ' | '2 years 2 months 16 days | '2 years 6 months | |||
Warrant [Member] | Maximum [Member] | ' | ' | ' | |||
Class of Warrant or Right [Line Items] | ' | ' | ' | |||
Exercise price | ' | 0.8 | 0.8 | |||
Expected life in years | ' | '4 years 3 months | '4 years 9 months | |||
[1] | All warrants reflect post anti-dilution and repricing provisions applied. |
Warrant_Liabilities_Schedule_o1
Warrant Liabilities (Schedule of Warrant Liabilities at Fair Value) (Details) (USD $) | 6 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair Value, beginning balance | $11,689,306 | $25,797,615 |
Initial Measurements | ' | 860,113 |
Increase (Decrease) in Fair Value | -6,359,963 | -4,683,436 |
Reclassed to Equity | ' | -6,386,307 |
Fair Value, ending balance | 5,329,343 | 15,587,985 |
Bridge Warrant [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair Value, beginning balance | ' | 6,604,706 |
Initial Measurements | ' | ' |
Increase (Decrease) in Fair Value | ' | -966,334 |
Reclassed to Equity | ' | -5,638,372 |
Fair Value, ending balance | ' | ' |
Bridge Warrant Placement Agent [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair Value, beginning balance | ' | 876,119 |
Initial Measurements | ' | ' |
Increase (Decrease) in Fair Value | ' | -128,184 |
Reclassed to Equity | ' | -747,935 |
Fair Value, ending balance | ' | ' |
Unit Offerings [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair Value, beginning balance | 8,531,735 | 15,816,980 |
Initial Measurements | ' | ' |
Increase (Decrease) in Fair Value | -4,617,022 | -3,042,278 |
Reclassed to Equity | ' | ' |
Fair Value, ending balance | 3,914,713 | 12,774,702 |
Unit Offerings Placement Agent [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair Value, beginning balance | 1,073,855 | 2,499,810 |
Initial Measurements | ' | ' |
Increase (Decrease) in Fair Value | -581,126 | -476,723 |
Reclassed to Equity | ' | ' |
Fair Value, ending balance | 482,729 | 2,023,087 |
2012 Bridge Warrant [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair Value, beginning balance | 231,691 | ' |
Initial Measurements | ' | 716,761 |
Increase (Decrease) in Fair Value | -131,137 | -58,264 |
Reclassed to Equity | ' | ' |
Fair Value, ending balance | 100,554 | 658,497 |
2012 Bridge Placement Agent Warrant [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair Value, beginning balance | 46,338 | ' |
Initial Measurements | ' | 143,352 |
Increase (Decrease) in Fair Value | -26,227 | -11,653 |
Reclassed to Equity | ' | ' |
Fair Value, ending balance | 20,111 | 131,699 |
2012 Unit Offering [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair Value, beginning balance | 1,268,686 | ' |
Initial Measurements | ' | ' |
Increase (Decrease) in Fair Value | -717,059 | ' |
Reclassed to Equity | ' | ' |
Fair Value, ending balance | 551,627 | ' |
2012 Unit Offering Placement Agent [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair Value, beginning balance | 432,735 | ' |
Initial Measurements | ' | ' |
Increase (Decrease) in Fair Value | -229,506 | ' |
Reclassed to Equity | ' | ' |
Fair Value, ending balance | 203,229 | ' |
2013 Merger related notes converted [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Fair Value, beginning balance | 104,266 | ' |
Initial Measurements | ' | ' |
Increase (Decrease) in Fair Value | -57,886 | ' |
Reclassed to Equity | ' | ' |
Fair Value, ending balance | $46,380 | ' |
Warrant_Liabilities_Schedule_o2
Warrant Liabilities (Schedule of Warrants Subject to Remeasurement) (Details) | 6 Months Ended | 6 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Aug. 29, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | ||||||||||||
Warrant [Member] | Warrant [Member] | Warrant [Member] | 2011 Unit Offering [Member] | 2011 Unit Offering Placement Agent [Member] | 2012 Bridge Warrant [Member] | 2012 Bridge Placement Agent Warrant [Member] | 2012 Unit Offering [Member] | 2012 Unit Offering Placement Agent [Member] | 2013 Merger related notes converted [Member] | |||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Number of Warrants, beginning balance | 47,726,100 | [1] | 47,726,100 | [1] | 47,726,100 | [1] | 9,954,939 | [1] | 33,277,842 | [1] | 4,726,892 | [1] | 1,137,735 | [1] | 227,546 | [1] | 6,300,213 | [1] | 1,561,544 | [1] | 494,328 | [1] |
Warrant Additions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Warrant Reductions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Number of Warrants, ending balance | 67,795,869 | [1] | 47,726,100 | [1] | 47,726,100 | [1] | 9,954,939 | [1] | 33,277,842 | [1],[2] | 4,726,891 | [1],[2] | 1,137,735 | [1],[2] | 227,546 | [1],[2] | 6,300,213 | [1],[2] | 1,561,544 | [1],[2] | 494,328 | [1],[2] |
[1] | All warrants reflect post anti-dilution and repricing provisions applied. | |||||||||||||||||||||
[2] | Subject to potential further ant-dilution and repricing adjustment (See Note 7). |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Feb. 28, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | |
eDiets.com [Member] | eDiets.com [Member] | eDiets.com [Member] | eDiets.com [Member] | |||||
Warrant [Member] | Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for acquisition | ' | ' | ' | ' | ' | ' | 494,328 | 988,654 |
Related party debt | ' | ' | ' | ' | $600,000 | ' | ' | ' |
Interest expense - related party | 3,868 | ' | 5,115 | ' | 92,057 | 5,115 | ' | ' |
Notes payable officer | ' | ' | ' | ' | ' | 50,000 | ' | ' |
Interest rate | ' | ' | ' | ' | ' | 5.00% | ' | ' |
Maturity date | ' | ' | ' | ' | ' | 30-Jun-13 | ' | ' |
Interest accrued in the period | ' | ' | ' | ' | ' | 3,854 | ' | ' |
Repayment of related party debt | ' | ' | ' | ' | ' | $50,000 | ' | ' |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 1 Months Ended | ||
Feb. 28, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Notes payable | $463,672 | ' | ' |
Notes payable - current portion | ' | 216,524 | 281,805 |
Non-current debt | 263,672 | 30,000 | 40,000 |
Minimum [Member] | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Interest rate | ' | 5.00% | ' |
Maximum [Member] | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Interest rate | ' | 8.40% | ' |
Director [Member] | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Notes payable | 100,000 | ' | ' |
Interest rate | 5.00% | ' | ' |
Maturity date | 30-Jun-13 | ' | ' |
Former Director [Member] | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Notes payable | 100,000 | ' | ' |
Notes payable - current portion | ' | 100,000 | 100,000 |
Interest rate | 5.00% | ' | ' |
Maturity date | 30-Jun-13 | ' | ' |
Former Landlord [Member] | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' |
Notes payable | 263,672 | ' | ' |
Notes payable - current portion | ' | 102,060 | 102,060 |
Non-current debt | ' | $101,987 | $153,107 |
Maturity date | 1-Oct-15 | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Operating Lease) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | ||||||
2-May-13 | Feb. 02, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | 2-May-13 | 6-May-13 | 2-May-13 | Sep. 30, 2013 | Sep. 30, 2013 | |
sqft | sqft | First Option Grant [Member] | First Option Grant [Member] | Second Option Grant [Member] | Inventories [Member] | Royalties [Member] | |||||
Operating Leased Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Base salary | $275,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options issued for compensation | ' | ' | ' | ' | ' | ' | 425,000 | ' | 2,625,000 | ' | ' |
Weighted-average exercise price per share, granted | ' | ' | ' | ' | $0.66 | $0.87 | ' | $0.35 | $0.70 | ' | ' |
Value of options granted | 918,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum termination payment after reductions | ' | ' | 275,000 | ' | 275,000 | ' | ' | ' | ' | ' | ' |
Payment for contract termination | ' | ' | ' | ' | ' | ' | ' | ' | ' | 309,000 | 146,000 |
Escrow deposit | ' | ' | 65,000 | ' | 65,000 | ' | ' | ' | ' | ' | ' |
Receivable from contract termination | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' |
Area of real estate property | ' | ' | ' | 8,800 | ' | 8,800 | ' | ' | ' | ' | ' |
Monthly base rent payment | ' | 7,875 | ' | 9,800 | ' | 9,800 | ' | ' | ' | ' | ' |
Total monthly lease expense recognized over the lease term, using the straight-line method | ' | 8,114 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The annual percentage increase in rent payments | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income recognized from recovery of deferred rent obligation | ' | 71,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expense recognized for write-off of security deposits | ' | 12,420 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future minimum rental payments required under lease agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Year 1 | ' | ' | 100,000 | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Year 2 | ' | ' | 17,000 | ' | 17,000 | ' | ' | ' | ' | ' | ' |
Year 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Year 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Year 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total future minimum rental payments required | ' | ' | 117,000 | ' | 117,000 | ' | ' | ' | ' | ' | ' |
Rent expense | ' | ' | $54,000 | $24,000 | $107,000 | $49,000 | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Private Placement Contingencies) (Details) (USD $) | Sep. 30, 2013 | Mar. 31, 2013 |
Commitments and Contingencies [Abstract] | ' | ' |
The maximum number of days within the termination date, the company was allowed for registration date to become effective for the 2010 Private Placement | 180 | ' |
The minimum percentage rate owed to investors for failing to file the registration statement within the 180 day window | 1.00% | ' |
The maximum percentage rate owed to investors for failing to file the registration statement within the 180 day window | 6.00% | ' |
The maximum penalty that can be incurred by the company for failing to file the registration statement within the 180 day window | $156,000 | ' |
Amount of accrued penalty for failing to file registration statement within 180 day window | $156,000 | $156,000 |
Stockholders_Equity_Preferred_
Stockholders' Equity (Preferred Stock) (Details) (USD $) | Sep. 30, 2013 | Mar. 31, 2013 |
Stockholders' Equity [Abstract] | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value per share | $0.00 | $0.00 |
Stockholders_Equity_Common_Sto
Stockholders' Equity (Common Stock) (Details) (USD $) | Sep. 30, 2013 | Mar. 31, 2013 |
Stockholders' Equity [Abstract] | ' | ' |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares outstanding | 71,741,250 | 71,282,066 |
Stockholders_Equity_Common_Sto1
Stockholders' Equity (Common Stock and Warrants) (Narrative) (Details) (USD $) | 0 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | ||||
15-May-13 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2013 | 15-May-13 | 15-May-13 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Nov. 19, 2012 | Jul. 31, 2013 | Jul. 31, 2013 | |
Minimum [Member] | Maximum [Member] | Warrant [Member] | Warrant [Member] | Cash [Member] | Cash [Member] | Eight Entertainment LLC [Member] | National Securities Corporation [Member] | Seen On TV LLC [Member] | |||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for services, shares | ' | 4,875,000 | ' | 3,250,000 | ' | ' | ' | ' | ' | ' | 6,500,000 | ' | ' |
Payment amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250,000 | ' | ' |
Stock forfieted | 1,625,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price forfeited | ' | $0.75 | ' | ' | $0.01 | $2 | ' | ' | ' | ' | ' | ' | ' |
Marketing expense | ' | 112,000 | ' | ' | ' | ' | -74,000 | 7,000 | 31,000 | 62,000 | ' | ' | ' |
Shares issued under consulting agreement, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 142,500 | ' |
Shares issued under repricing agreement, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 316,268 |
Consulting fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $82,650 | ' |
Stockholders_Equity_Schedule_o
Stockholders' Equity (Schedule of Valuation Assumptions) (Details) | 6 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | ||||||||||
Sep. 30, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Aug. 29, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Jun. 04, 2012 | Dec. 15, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Minimum [Member] | Maximum [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Direct Response Consultant [Member] | 2010 Executive Equity Incentive Plan, 2010 Non Executive Equity Incentive Plan, and 2013 Equity Compensation Plan [Member] | First Option Grant [Member] | Second Option Grant [Member] | Third Option Grant [Member] | |||
Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | |||||||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for services, shares | 4,875,000 | 3,250,000 | ' | ' | ' | ' | ' | ' | ' | 30,000 | 2,075,000 | 425,000 | 2,625,000 | 500,000 |
Exercise price | ' | ' | 0.01 | 2 | 0.77 | 0.595 | 0.595 | 0.8 | 0.8 | 0.87 | 0.68 | 0.35 | 0.7 | 0.7 |
Volatility | 178.90% | 174.00% | ' | ' | ' | ' | ' | ' | ' | 185.00% | 177.00% | 137.00% | 137.00% | 159.03% |
Risk-free interest rate | 0.33% | 0.33% | ' | ' | ' | ' | ' | ' | ' | 0.68% | 1.18% | 1.19% | 1.19% | 2.15% |
Expected dividend yield | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Expected life | '2 years 1 month 24 days | '2 years 10 months 15 days | ' | ' | ' | ' | ' | ' | ' | '5 years | '7 years | '7 years | '7 years | '7 years |
Stockholders_Equity_Schedule_o1
Stockholders' Equity (Schedule of Vesting Period) (Details) | 6 Months Ended |
Sep. 30, 2013 | |
Vesting Period One [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percent of Grant | 25.00% |
Vesting Date | 1-Aug-13 |
Vesting Period Two [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percent of Grant | 25.00% |
Vesting Date | 1-May-14 |
Vesting Period Three [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percent of Grant | 25.00% |
Vesting Date | 1-Nov-14 |
Vesting Period Four [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Percent of Grant | 25.00% |
Vesting Date | 1-May-15 |
Stockholders_Equity_Common_Sto2
Stockholders' Equity (Common Stock Issued for Service) (Details) (USD $) | 6 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Stockholders Equity Note [Line Items] | ' | ' |
Options granted, exercise price | $0.66 | $0.87 |
First Issuance [Member] | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Shares issued under consulting agreement | $1,500,000 | ' |
Options granted, exercise price | $0.01 | ' |
Date of Issuance | 'Within 10 days of effectiveness | ' |
Second Issuance [Member] | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Shares issued under consulting agreement | 1,250,000 | ' |
Options granted, exercise price | $0.25 | ' |
Date of Issuance | '3 months from agreement | ' |
Third Issuance [Member] | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Shares issued under consulting agreement | 750,000 | ' |
Options granted, exercise price | $0.50 | ' |
Date of Issuance | '12 months from agreement | ' |
Fourth Issuance [Member] | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Shares issued under consulting agreement | 1,000,000 | ' |
Options granted, exercise price | $0.75 | ' |
Date of Issuance | '16 months from agreement | ' |
Fifth Issuance [Member] | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Shares issued under consulting agreement | 1,000,000 | ' |
Options granted, exercise price | $1 | ' |
Date of Issuance | '20 months from agreement | ' |
Sixth Issuance [Member] | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Shares issued under consulting agreement | $1,000,000 | ' |
Options granted, exercise price | $2 | ' |
Date of Issuance | '24 months from agreement | ' |
Stockholders_Equity_Schedule_o2
Stockholders' Equity (Schedule of Warrants Outstanding) (Details) | 6 Months Ended | |||
Sep. 30, 2013 | Mar. 31, 2013 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 67,795,869 | [1] | 47,726,100 | [1] |
Minimum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | ' | 0.01 | ||
Maximum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | ' | 2 | ||
2010 Private Placement [Member] | Minimum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 3 | ' | ||
2010 Private Placement [Member] | Maximum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 5 | ' | ||
2010 Other Placements [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 2,812,500 | [1] | ' | |
Expiration Date, Start Date | 5-Oct-13 | ' | ||
Expiration Date, End Date | 24-Jan-14 | ' | ||
2010 Other Placements [Member] | Minimum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 3 | ' | ||
2010 Other Placements [Member] | Maximum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 5 | ' | ||
2011 Convertible Notes [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 431,251 | [1] | ' | |
Expiration Date, End Date | 11-Apr-14 | ' | ||
2011 Convertible Notes [Member] | Minimum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 3 | ' | ||
2011 Convertible Notes [Member] | Maximum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 5 | ' | ||
2011 Private Placement [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 672,750 | [1] | ' | |
Expiration Date, Start Date | 27-May-14 | ' | ||
Expiration Date, End Date | 15-Jun-14 | ' | ||
2011 Private Placement [Member] | Minimum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 3 | ' | ||
2011 Private Placement [Member] | Maximum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 5 | ' | ||
2011 Bridge Warrant [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 8,789,064 | [1] | ' | |
Exercise Price | 0.64 | ' | ||
Expiration Date, End Date | 29-Aug-14 | ' | ||
2011 Bridge Warrant Placement Agent [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 1,165,875 | [1] | ' | |
Exercise Price | 0.64 | ' | ||
Expiration Date, End Date | 29-Aug-14 | ' | ||
2011 Unit Offering [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 33,277,842 | [1],[2] | 33,277,842 | [1] |
Exercise Price | 0.59 | ' | ||
Expiration Date, End Date | 28-Oct-16 | ' | ||
2011 Unit Offering Placement Agent [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 4,726,891 | [1],[2] | 4,726,892 | [1] |
Exercise Price | 0.59 | ' | ||
Expiration Date, End Date | 28-Oct-16 | ' | ||
2011 Other Placements [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 412,500 | [1] | ' | |
Expiration Date, Start Date | 1-Jun-14 | ' | ||
Expiration Date, End Date | 22-Jun-15 | ' | ||
2011 Other Placements [Member] | Minimum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 0.64 | ' | ||
2011 Other Placements [Member] | Maximum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 3.15 | ' | ||
2012 Bridge Warrant [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 1,137,735 | [1],[2] | 1,137,735 | [1] |
Exercise Price | 0.77 | ' | ||
Expiration Date, Start Date | 7-Sep-15 | ' | ||
Expiration Date, End Date | 20-Sep-15 | ' | ||
2012 Bridge Placement Agent Warrant [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 227,546 | [1],[2] | 227,546 | [1] |
Exercise Price | 0.77 | ' | ||
Expiration Date, End Date | 7-Sep-15 | ' | ||
2012 Unit Offering [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 6,300,213 | [1],[2] | 6,300,213 | [1] |
Exercise Price | 0.8 | ' | ||
Expiration Date, End Date | 14-Nov-15 | ' | ||
2012 Unit Offering Placement Agent [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 1,561,544 | [1],[2] | 1,561,544 | [1] |
Expiration Date, End Date | 14-Nov-17 | ' | ||
2012 Unit Offering Placement Agent [Member] | Minimum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 0.7 | ' | ||
2012 Unit Offering Placement Agent [Member] | Maximum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 0.8 | ' | ||
2012 Talent Compensation [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 4,875,000 | [1] | ' | |
Expiration Date, End Date | 19-Nov-15 | ' | ||
2012 Talent Compensation [Member] | Minimum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 0.01 | ' | ||
2012 Talent Compensation [Member] | Maximum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 2 | ' | ||
2013 Merger related notes converted [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 494,328 | [1],[2] | 494,328 | [1] |
Exercise Price | 0.8 | ' | ||
Expiration Date, End Date | 14-Nov-15 | ' | ||
2013 eDiets Warrants [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Warrants outstanding | 910,835 | [1] | ' | |
Expiration Date, Start Date | 7-Feb-14 | ' | ||
Expiration Date, End Date | 11-Sep-19 | ' | ||
2013 eDiets Warrants [Member] | Minimum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 1.4 | ' | ||
2013 eDiets Warrants [Member] | Maximum [Member] | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Exercise Price | 4.74 | ' | ||
[1] | All warrants reflect post anti-dilution and repricing provisions applied. | |||
[2] | Subject to potential further ant-dilution and repricing adjustment (See Note 7). |
Stockholders_Equity_Equity_Com
Stockholders' Equity (Equity Compensation Plan) (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||
Feb. 02, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | 6-May-13 | Feb. 02, 2012 | 2-May-13 | Feb. 02, 2012 | Sep. 30, 2013 | 10-May-10 | 10-May-10 | Jun. 04, 2012 | Sep. 24, 2012 | 6-May-13 | Dec. 15, 2012 | |
Maximum [Member] | eDiets.com [Member] | First Option Grant [Member] | First Option Grant [Member] | Second Option Grant [Member] | Second Option Grant [Member] | Third Option Grant [Member] | 2010 Executive Equity Incentive Plan [Member] | 2010 Non Executive Equity Incentive Plan [Member] | Direct Response Consultant [Member] | 2013 Equity Compensation Plan [Member] | 2013 Equity Compensation Plan [Member] | The Plans [Member] | ||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted | ' | ' | ' | 3,550,000 | 30,000 | ' | ' | ' | 425,000 | ' | 2,625,000 | 500,000 | 600,000 | 450,000 | 30,000 | ' | ' | 2,075,000 |
Share-based compensation | ' | $138,483 | $53,616 | $617,001 | $135,108 | ' | $694,000 | ' | ' | ' | ' | $22,250 | ' | ' | $25,100 | ' | ' | ' |
Equity Incentive Plan, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' |
Stock option plan, additional shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' |
Shares reserved for issuance | ' | 4,797,500 | ' | 4,797,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | ' |
Vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% |
Options granted, exercise price | ' | ' | ' | $0.66 | $0.87 | ' | ' | $0.35 | ' | $0.70 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of options granted | $918,750 | ' | ' | $1,439,731 | ' | $100,000 | $604,218 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period for plan | ' | ' | ' | '6 years 6 months 29 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, conversion ratio | ' | ' | ' | 1.2667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Schedule_o3
Stockholders' Equity (Schedule of Stock Options Activity) (Details) (USD $) | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2013 | |
Shares | ' | ' | ' |
Options, beginning balance | 5,933,708 | 1,025,000 | 1,025,000 |
Options granted | 3,550,000 | 30,000 | ' |
Options exercised | ' | ' | ' |
Options forfeited | -1,221,639 | ' | ' |
Options expired | ' | ' | ' |
Options, ending balance | 8,262,069 | 1,055,000 | 5,933,708 |
Options exercisable | 4,818,319 | 880,000 | 755,000 |
Weighted average exercise price | ' | ' | ' |
Options, beginning balance | $2.32 | $1.31 | $1.31 |
Options granted, exercise price | $0.66 | $0.87 | ' |
Options exercised | ' | ' | ' |
Options forfeited | $0.75 | ' | ' |
Options expired | ' | ' | ' |
Options, ending balance | $1.47 | $1.29 | $2.32 |
Options exercisable | $2.69 | $1.37 | $1.44 |
Aggregate intrinsic value | ' | ' | ' |
Options, beginning balance | $44,475 | ' | ' |
Options granted | ' | ' | ' |
Options, ending balance | ' | ' | 44,475 |
Options exercisable | ' | ' | ' |
Weighted average remaining contractual life (years) | ' | ' | ' |
Options, weighted average contractual life | '7 years 7 months 10 days | '3 years 5 months 1 day | '6 years 6 months 18 days |
Options exercisable, period end | '6 years 4 months 2 days | '3 years 3 months 4 days | ' |
Options granted, adjusted replacement options | 2,816,208 | ' | ' |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | $695,628 | $637,724 | $1,387,486 | $1,037,955 |
Cost of revenues | 324,485 | 549,480 | 757,977 | 1,033,307 |
Gross profit | 371,143 | 88,244 | 629,509 | 4,648 |
Gross profit % | 53.00% | ' | 45.00% | ' |
Selling and marketing expenses | -14,677 | 155,547 | 123,910 | 199,860 |
General and administrative expenses | 1,341,026 | 974,164 | 3,074,924 | 2,265,934 |
Income (loss) from operations | -955,206 | -1,041,467 | -2,569,325 | -2,461,146 |
Revaluation of warrants and interest | 4,410,900 | 13,226,142 | 6,369,917 | 3,899,843 |
Loss from discontinued operations | -14,306,153 | ' | -15,184,581 | ' |
Net income (loss) before taxes | -10,850,459 | ' | -11,383,989 | ' |
ASTV [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 429,167 | ' | 859,191 | ' |
Cost of revenues | 293,436 | ' | 726,928 | ' |
Gross profit | 135,731 | ' | 132,263 | ' |
Gross profit % | 32.00% | ' | 15.00% | ' |
Selling and marketing expenses | 40,005 | ' | 82,934 | ' |
General and administrative expenses | 767,384 | ' | 1,764,466 | ' |
Income (loss) from operations | -671,658 | ' | -1,715,137 | ' |
Revaluation of warrants and interest | 1,658 | ' | 2,001 | ' |
Net income (loss) before taxes | -670,000 | ' | -1,713,136 | ' |
eDiets.com [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 266,461 | ' | 528,295 | ' |
Cost of revenues | 31,049 | ' | 31,049 | ' |
Gross profit | 235,412 | ' | 497,246 | ' |
Gross profit % | 88.00% | ' | 94.00% | ' |
Selling and marketing expenses | -54,682 | ' | 40,976 | ' |
General and administrative expenses | 51,389 | ' | 100,820 | ' |
Income (loss) from operations | 238,705 | ' | 355,450 | ' |
Revaluation of warrants and interest | 8,584 | ' | 6,092 | ' |
Loss from discontinued operations | -14,306,153 | ' | -15,184,581 | ' |
Net income (loss) before taxes | -14,058,864 | ' | -14,823,039 | ' |
Corporate and Other [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' |
Cost of revenues | ' | ' | ' | ' |
Gross profit | ' | ' | ' | ' |
Selling and marketing expenses | ' | ' | ' | ' |
General and administrative expenses | 522,253 | ' | 1,209,638 | ' |
Income (loss) from operations | -522,253 | ' | -1,209,638 | ' |
Revaluation of warrants and interest | 4,400,658 | ' | 6,361,824 | ' |
Net income (loss) before taxes | $3,878,405 | ' | $5,152,186 | ' |