Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 09, 2017 | Sep. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | LOTON, CORP | ||
Entity Central Index Key | 1,491,419 | ||
Amendment Flag | false | ||
Trading Symbol | LIVX | ||
Current Fiscal Year End Date | --03-31 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 93,544,000 | ||
Entity Common Stock, Shares Outstanding | 108,082,599 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 1,477,229 | $ 36,898 |
Prepaid expense | 21,569 | 15,995 |
Total Current Assets | 1,498,798 | 52,893 |
Other Assets | ||
Fixed assets, net | 57,407 | 62,569 |
Investment in OCHL | 4,889,515 | |
Note receivable - related party | 213,331 | |
Total Assets | 1,556,205 | 5,218,308 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 542,035 | 481,412 |
Note payable | 277,270 | 262,042 |
Due to related parties | 117,124 | |
Accrued interest, related party | 232,733 | |
Note payable, shareholder | 3,603,446 | 2,784,000 |
Current portion of unsecured convertible notes, net of discount | 67,858 | |
Services payable, related party | 239,080 | 1,000,000 |
Total Current Liabilities | 4,729,689 | 4,877,311 |
Unsecured convertible notes - related party, net of discount | 11,668 | |
Unsecured convertible notes, net of discount and current portion | 220,540 | 110,273 |
Total Liabilities | 4,961,897 | 4,987,584 |
Stockholders' Equity (Deficit) | ||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.001 par value; 500,000,000 shares authorized; 103,996,974 and 91,996,976 shares issued and outstanding, respectively | 103,997 | 91,997 |
Additional paid in capital | 24,586,201 | 13,984,898 |
Accumulated deficit | (28,095,890) | (13,846,171) |
Total stockholders' equity (deficit) | (3,405,692) | 230,724 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,556,205 | $ 5,218,308 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Mar. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 103,996,974 | 91,996,976 |
Common stock, outstanding | 103,996,974 | 91,996,976 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 225,000 | |
Operating expenses: | ||
Selling, general and administrative | 5,349,801 | 3,619,000 |
Related party expenses | 360,000 | 360,000 |
Total operating expenses | 5,709,801 | 3,979,000 |
Loss from operations | (5,484,801) | (3,979,000) |
Other income (expense): | ||
Interest expense, net | (512,152) | (178,498) |
Other income | 6,667 | |
Fair value of warrants issued for note extension and inducement to convert | (2,002,977) | |
Earnings from investment in OCHL | 132,832 | 410,553 |
Fair value of warrants and beneficial conversion features on debt conversion | (3,248,948) | |
Fair value of beneficial conversion feature | (136,936) | |
Impairment of note receivable - related party | (213,331) | |
Loss on sale of investment in OCHL | (2,790,073) | |
Total other income (expense) | (8,764,918) | 232,055 |
Net loss | $ (14,249,719) | $ (3,746,944) |
Net loss per share - basic and diluted | $ (0.15) | $ (0.04) |
Weighted average common shares - basic and diluted | 97,596,206 | 90,082,796 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Total | Common stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] |
Balance at beginning at Mar. 31, 2015 | $ 2,403,311 | $ 88,270 | $ 12,414,268 | $ (10,099,227) |
Balance at beginning (in shares) at Mar. 31, 2015 | 88,269,976 | |||
Shares issued for cash | 612,500 | $ 763 | 611,737 | |
Shares issued for cash, Shares | 762,500 | |||
Shares issued for services and advisory board | 856,500 | $ 1,802 | 854,698 | |
Shares issued for services and advisory board, Shares | 1,802,000 | |||
Shares issued for warrants | 5,813 | $ 1,162 | 4,651 | |
Shares issued for warrants, Shares | 1,162,500 | |||
Debt discount | 99,544 | 99,544 | ||
Net loss | (3,746,944) | (3,746,944) | ||
Balance at ending at Mar. 31, 2016 | 230,724 | $ 91,997 | 13,984,898 | (13,846,171) |
Balance at ending (in shares) at Mar. 31, 2016 | 91,996,976 | |||
Shares issued for cash | 1,375,000 | $ 550 | 1,374,450 | |
Shares issued for cash, Shares | 550,000 | |||
Net loss | (14,249,719) | (14,249,719) | ||
Fair value of shares issued for services | 2,279,589 | $ 1,579 | 2,278,010 | |
Fair value of shares issued for services, Shares | 1,578,720 | |||
Shares issued upon exercise of warrants | 48,123 | $ 9,665 | 38,458 | |
Shares issued upon exercise of warrants, Shares | 9,665,360 | |||
Share issued upon debt conversion | 205,918 | $ 206 | 205,712 | |
Share issued upon debt conversion, Shares | 205,918 | |||
Fair value of warrants and beneficial conversion features as valuation discount | 1,315,812 | 1,315,812 | ||
Fair value of warrants and beneficial conversion features on debt conversion | 3,248,948 | 3,248,948 | ||
Fair value of warrants issued for note extension and inducement to convert | 2,002,977 | 2,002,977 | ||
Fair value of beneficial conversion feature | 136,936 | 136,936 | ||
Balance at ending at Mar. 31, 2017 | $ (3,405,692) | $ 103,997 | $ 24,586,201 | $ (28,095,890) |
Balance at ending (in shares) at Mar. 31, 2017 | 103,996,974 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (14,249,719) | $ (3,746,944) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 24,115 | 6,336 |
Common stock issued for services | 2,279,589 | 856,500 |
Amortization of debt discount | 251,750 | 9,817 |
Fair value for beneficial conversion feature | 136,936 | |
Fair value of warrants and beneficial conversion features on debt conversion | 3,248,948 | |
Fair value for warrants issued for note extension and inducement to convert | 2,002,977 | |
Equity in earnings of OCHL | (132,832) | (410,553) |
Loss on sale of investment in OCHL | 2,790,073 | |
Impairment of note receivable | 213,331 | |
Changes in operating assets and liabilities: | ||
(Increase)/Decrease in prepaid expenses | (5,574) | (15,185) |
Decrease/(Increase) in accrued interest | 252,517 | 15,779 |
Decrease/(Increase) in accounts payable and accrued liabilities | 64,720 | 284,308 |
Net cash used in operating activities | (3,123,169) | (2,999,942) |
Cash Flows from Investing Activities: | ||
Purchases of fixed assets | (18,953) | (58,013) |
Sale of investment | 2,182,274 | |
Note receivable, former affiliate | 281,418 | |
Net cash provided by investing activities | 2,163,321 | 223,405 |
Cash Flows from Financing Activities | ||
Proceeds from notes payable, related party | 820,100 | 1,959,000 |
Repayment of note payable, related party | (450,000) | |
Proceeds from convertible notes | 1,385,000 | 200,000 |
Repayment of convertible notes, related party | (55,000) | |
Proceeds from convertible notes, related party | 105,000 | |
Proceeds from warrant exercise | 48,123 | |
Proceeds from issuance of common stock | 1,375,000 | 618,314 |
Repayment of services payable, related party | (750,000) | |
Proceeds from loans, related party | (78,044) | |
Net cash provided by financing activities | 2,400,179 | 2,777,314 |
Net Increase/(Decrease) in cash | 1,440,331 | 777 |
Cash, beginning of period | 36,898 | 36,121 |
Cash, end of period | 1,477,229 | 36,898 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Fair value for warrants and beneficial conversion features issued as valuation discount | 1,315,814 | |
Conversion of accrued interest on first and second senior notes into unsecured convertible note | 430,565 | |
Common stock issued upon conversion of note payable | $ 205,918 |
Organization, Operations and Ba
Organization, Operations and Basis of Presentation | 12 Months Ended |
Mar. 31, 2017 | |
Organization, Operations and Basis of Presentation [Abstract] | |
Organization, Operations and Basis of Presentation | Note 1 – Organization, Operations and Basis of Presentation Business and Operations Loton, Corp (“we,” “our” or the “Company”) was incorporated under the laws of the State of Nevada on December 28, 2009. LiveXLive, Corp. (“LiveXLive”), its wholly owned subsidiary, was incorporated under the laws of the State of Delaware on February 24, 2015. The Company is one of the world's only premium internet networks devoted to live music and music-related video content. Since LiveXLive's launch in 2015, it has been building an online destination for music fans to enjoy premium live performances from music venues and leading music festivals around the world, such as Rock in Rio, Outside Lands Music and Arts Festival and Hangout Music Festival, as well as premium original content, artist exclusives and industry interviews. The LiveXLive platform has featured performances and content from some of the most popular artists in various music genres, including Rihanna, Katy Perry, Radiohead, Metallica, Duran Duran, Chance The Rapper, Bruce Springsteen, Major Lazer and Maroon 5. Forward Stock Split In September 2016, the Company’s Board of Directors declared a 2-for-1 forward stock split of the Company’s common stock in the form of a dividend. All shares and per-share amounts have been restated as of the earliest period presented to reflect the stock split. Going Concern The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in its consolidated financial statements, the Company had a stockholders’ deficit of $3,405,692 at March 31, 2017, incurred a net loss of $14,249,719, and utilized net cash of $3,123,169 in operating activities for the fiscal year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. The Company’s consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management estimates that the current funds on hand will be sufficient to continue operations through September 2017. The Company’s ability to continue as a going concern is dependent on its ability to execute its strategy and on its ability to raise additional funds and/or to consummate a public offering. Management is currently seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate the Company’s business, including a public offering. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to it. Even if we are able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing or cause substantial dilution for its stockholders, in case of equity and/or convertible debt financing. Furthermore, no assurance can be given that a public offering will be consummated. |
Significant Accounting Policies
Significant Accounting Policies and Practices | 12 Months Ended |
Mar. 31, 2017 | |
Significant Accounting Policies and Practices [Abstract] | |
Significant Accounting Policies and Practices | Note 2 - Significant Accounting Policies and Practices Revenue Recognition Policy The Company recognizes revenue from its live events and show productions when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the show or live event has been completed and occurred and there are no future production obligations, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in impairment testing of long term assets, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services and issued with convertible notes, and recognition of deferred tax assets. Actual results could differ from those estimates. Principles of Consolidation The Company’s consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other Date of Attributable LiveXLive Tickets, Inc. Delaware April 24, 2017 100% LXL Studios, Inc. Delaware July 15, 2016 100% LiveXLive, Corp. Delaware February 24, 2015 100% KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014 100% KOKO (Camden) UK Limited England and Wales November 7, 2013 100% The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended, except for LiveXLive Tickets, Inc., as it was formed after March 31, 2017. All inter-Company balances and transactions have been eliminated. Fair Value of Financial Instruments The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company’s financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable and convertible notes approximates their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates. Investment in Unconsolidated Subsidiary Under the Equity Method The Company accounts for investments in which the Company owns more than 20% of the investee using the equity method in accordance with ASC Topic 323, Investments — Equity Method and Joint Ventures Stock-Based Compensation The Company periodically issues restricted stock and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for restricted stock and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for restricted stock and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. In certain circumstances where there are no future performance requirements by the non-employee, restricted stock and warrants grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's warrant grants is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. In light of the very limited trading of our common stock, market value of the shares issued was determined based on the then most recent price per share at which we sold common stock in a private placement during the periods then ended. Income Taxes The Company follows the asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. At March 31, 2017 and 2016, the Company had 150,000 and 3,600,000 warrants outstanding, respectively, and 3,028,325 and 410,260 shares issuable for our convertible notes payable, respectively, which were excluded from the loss per share calculation, as they were anti-dilutive. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Equity Investment in OCHL
Equity Investment in OCHL | 12 Months Ended |
Mar. 31, 2017 | |
Equity Investments in OCHL [Abstract] | |
Equity Investments in OCHL | Note 3 – Equity Investment in OCHL On April 28, 2014, the Company acquired a 50% equity interest in Obar Camden Holdings Limited (“OCHL”), an entity that owns Obar Camden Limited (“OCL”), a music and entertainment company whose principal business is the operation of a live music venue and nightclub known as KOKO, located in Camden, London. KOKO provides live shows, club nights, corporate and other events. The Company acquired its 50% interest through the issuance of 58,000,000 shares of its common stock to the seller, JJAT Corp. (“JJAT”), a Delaware corporation wholly owned by Mr. Robert Ellin, the Company’s Executive Chairman, President, director and principal stockholder, and his affiliates. Since both the Company and JJAT were controlled by Mr. Ellin at the time of this transaction, the transaction was accounted for as a transaction between related parties at the related parties’ original basis. Accordingly, the Company recorded the equity method investment at $4.2 million which is JJAT’s historical basis in OCHL. As part of the transaction, the Company was to be reimbursed $494,750 by OCHL for legal and other acquisition costs incurred in relation to the acquisition of the 50% interest, which obligated was evidenced by a promissory note. As of March 31, 2016, the outstanding advance and any interest due thereunder to the Company was $213,331. The Company and the various parties to the agreement had certain disputes. On September 22, 2016, Mr. Olly Bengough, the Company’s former Chief Executive Officer and director (“Bengough”), entered into a Settlement Agreement (the “Settlement Agreement”) with the Company and Mr. Ellin. On November 24, 2016, $2,182,274 was paid to the Company as the final sale price and the rest of the transactions contemplated under the Settlement Agreement were automatically consummated (including the Company’s sale of its interest in OCHL to Bengough). As a result, the Company recognized a loss of $2,790,073 for the remaining investment balance. As part of such transactions, Bengough was released from his obligation under the note described above and therefore, the Company recognized a loss on impairment of the note of $213,331 (See Note 10). As of November 24, 2016, the change in the investment in the affiliate was as follows: Balance as of March 31, 2015 $ 4,478,962 50% share of net income for the period 410,553 Balance as of March 31, 2016 4,889,515 50% share of net income for the period 132,832 Balance as of November 24, 2016 5,022,347 Proceeds received (2,182,274 ) Liability extinguished (50,000 ) Loss recognized $ 2,790,073 Net income from OCHL for the period from April 1, 2016 through November 24, 2016, and the fiscal year ended March 31, 2016, was as follows: Period from April 1, November 24, 2016 Fiscal Year Ended Revenue $ 3,921,204 $ 6,754,707 Cost of revenue 546,480 920,667 Gross profit 3,374,724 5,834,040 Operating expenses Selling, general and administrative 2,893,306 4,613,058 Depreciation and amortization 74,828 133,106 Total operating expenses 2,968,134 4,746,164 Income from operations before other expenses 406,590 1,087,876 Other expenses Interest 28,002 45,997 Income before provision for taxes 378,588 1,041,879 Taxes 112,924 220,773 Net income $ 265,664 $ 821,105 The carrying amounts of the major classes of assets and liabilities of OCHL as of March 31, 2016 was follows March 31, Assets Current assets Cash and cash equivalents $ 386,009 Accounts receivable 24,743 Inventory 62,548 Prepaid expenses and other current assets 533,128 Total current assets 1,006,429 Other assets Property and equipment, net of accumulated depreciation 867,975 Total assets $ 1,874,205 Liabilities and Shareholders’ Deficit Current liabilities Accounts payable $ 514,488 Taxes payable 410,504 Notes payable, current 207,978 Other accrued liabilities 460,290 Total current liabilities 1,593,210 Deferred rent – noncurrent 937,459 Total liabilities 2,530,669 Shareholders deficit (656,464 ) Total Liabilities and Shareholders’ Deficit $ 1,874,205 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2017 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 4 — Property and Equipment Property and equipment at March 31, 2017 and 2016 was as follows: March 31, March 31, Production equipment $ 51,304 $ 51,304 Computer equipment 42,078 23,125 Total property and equipment 93,382 74,429 Accumulated depreciation (35,975 ) (11,860 ) Property and equipment, net $ 57,407 $ 62,569 Depreciation expense was $24,115 and $6,336 for the years ended March 31, 2017 and 2016, respectively. |
Notes Payable to Major Stockhol
Notes Payable to Major Stockholder | 12 Months Ended |
Mar. 31, 2017 | |
Notes Payable to Major Stockholder [Abstract] | |
Notes Payable to Major Stockholder | Note 5 — Notes Payable to Major Stockholder As of March 31, 2017 and 2016, the Company had the following outstanding notes payable to Trinad Capital Master Fund (“Trinad Capital”), a fund wholly owned by Mr. Ellin, the Company’s Executive Chairman, President, director and principal stockholder, for both short and long term working capital requirements: March 31, March 31, (A) First Senior Note $ - $ 1,000,000 (B) Second Senior Note - 1,784,000 (C) 6% Unsecured Convertible Note 3,603,446 - Total $ 3,603,446 $ 2,784,000 (A) First Senior Note — Trinad Capital Master Fund On December 31, 2014, the Company entered into a senior convertible promissory note (the “First Senior Note”) with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of 6% per annum on the unpaid principal amount of outstanding advances. At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was originally due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note: ● On January 27, 2015, the Company and Trinad Capital entered into an amendment to the First Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the First Senior Note was extended to June 30, 2016 and (2) the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing; ● On February 5, 2015, the Company and Trinad Capital amended and restated the First Senior Note, effective as of December 31, 2014, to eliminate the convertibility feature of the note was eliminated in its entirety; and ● On April 21, 2016, the First Senior Note was further amended to extend its maturity date to June 30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the due date of the First Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 1,144,986 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 1,144,986 warrants were valued at $567,282 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. (B) Second Senior Note — Trinad Capital Master Fund On April 8, 2015, the Company entered into a second senior promissory note (the “Second Senior Note”) with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note: ● On July 10, 2015, the Second Senior Note was amended and restated to increase the principal amount from $195,500 to the lesser of (i) $1,000,000 (the “Maximum Advance Amount”), or (ii) the aggregate unpaid principal amount of the advances; ● On November 23, 2015, Second Senior Note was amended the Second Senior Note to increase the Maximum Advance Amount to $2,000,000; and ● On April 26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June 30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 2,207,768 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 2,207,768 warrants issued upon extension of the note were valued at $1,093,832 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March 31, 2016. During the year ended March 31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March 31, 2017. On February 21, 2017, the Second Senior Note and accrued interest totaling $2,383,180 were converted in a 6% unsecured convertible note discussed below. As of March 31, 2017 and 2016, $0 and $2,154,100 of principal was outstanding under the Second Senior Note, respectively. Accrued interest of $0 and $87,048 is reflected on our consolidated balance sheet as accrued interest payable, related party as of March 31, 2017 and 2016, respectively. (C) 6% Unsecured Convertible Note — Trinad Capital Master Fund On February 21, 2017, the Company issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital discussed above. This convertible note is due on March 31, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 1,790,539 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The warrants were exercised on February 28, 2017. The conversion of the First and Second Senior Notes into an unsecured convertible note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 1,790,539 warrants issued to the noteholder was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the note’s beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, the balance of the note and accrued interest were $3,581,077 and $22,369, respectively. |
Note Payable
Note Payable | 12 Months Ended |
Mar. 31, 2017 | |
Note Payable [Abstract] | |
Note Payable | Note 6 — Note Payable On December 31, 2014, the Company converted accounts payable into a Senior Promissory Note (the “Note”) in the aggregate principal amount of $242,498. The Note bears interest at 6% per annum and interest is payable on a quarterly basis commencing March 31, 2015 or the Company may elect that the amount of such interest be added to the principal sum outstanding under this Note. The payables arose in connection with professional services rendered by attorneys for the Company prior to and through December 31, 2014, and the Note had an original maturity date of December 31, 2015, which was extended to June 30, 2016 or such later date as the lender may agree to in writing. As of March 31, 2017 and 2016, the balance due of $277,270 and $262,040, which includes $34,772 and $19,542 of accrued interest, respectively, was outstanding under the Note, and is currently past due. |
Related Party Unsecured Convert
Related Party Unsecured Convertible Notes Payable | 12 Months Ended |
Mar. 31, 2017 | |
Related Party Unsecured Convertible Notes Payable [Abstract] | |
Related Party Unsecured Convertible Notes Payable | Note 7 — Related Party Unsecured Convertible Notes Payable Related Party Unsecured convertible notes payable at March 31, 2017 and 2016 were as follows: (A) 6% Unsecured Convertible Note – due September 13, 2018 $ - $ - (B) 6% Unsecured Convertible Note – due on March 31, 2018 50,707 - Less accumulated amortization of Valuation Discount (39,039 ) - Net $ 11,668 $ - (A) Convertible Note — JJAT On August 19, 2016, the Company issued a 6% unsecured convertible note payable to a related party for total principal amount of $55,000. This note was due on September 30, 2018. Before its maturity, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. On December 21, 2016, this note was repaid. (B) Convertible Note — Marvin Ellin On January 4, 2017, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $50,000. This note will be due on September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 25,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 25,000 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During year ended March 31, 2017, the Company amortized $6,323 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $39,039. As of March 31, 2017, $50,000 of principal and $707 of accrued interest was due under the note. |
Unsecured Convertible Notes Pay
Unsecured Convertible Notes Payable | 12 Months Ended |
Mar. 31, 2017 | |
Unsecured Convertible Notes Payable [Abstract] | |
Unsecured Convertible Notes Payable | Note 8 — Unsecured Convertible Notes Payable Unsecured Convertible notes payable at March 31, 2017 and 2016 were as follows: March 31, March 31, (A) 8% Unsecured Convertible Notes – Due on January 19, 2018 $ — $ 200,000 (B) 6% Unsecured Convertible Notes – Due on September 13, 2018 154,882 — (C) 6% Unsecured Convertible Notes – Due between January 31, 2018 and September 30, 2018 1,248,267 — Total 1,403,149 200,000 Less accumulated amortization of Valuation Discount (1,114,751 ) (89,727 ) Net 288,398 110,273 Less note payable, current 67,858 — Notes payable, long-term $ 220,540 $ 100,273 (A) On January 19, 2016, the Company issued three 8% unsecured convertible notes payable to investors (the “Lenders”) for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. In addition, the Lenders received 400,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The warrants were exercised during the year ended March 31, 2017. The aggregate relative fair value of the 400,000 warrants issued to the Lender was determined to be $99,915 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount upon issuance and was being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727. On June 6, 2016, the Lenders converted $200,000 of principal and $5,918 of interest into 205,918 shares of the Company’s common stock at a conversion price of $1 per share. As the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized a beneficial conversion cost of $136,936. As a result of the conversion, the remaining debt discount of $89,727 was fully amortized to interest expense as of the date of conversion. As an inducement for the conversion, the Lenders were issued 205,920 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The aggregate fair value of the 205,920 warrants issued to the Lenders was $341,864 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.20%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). The value of the warrants of $341,864 was considered as additional interest expense upon their issuance. The warrants were exercised immediately into 205,920 shares of the Company’s common stock with net proceeds of $1,030 to the Company. (B) On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $150,000. This note will be due on September 13, 2018. Before the maturity date, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 150,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The aggregate relative fair value of the 150,000 warrants issued to the noteholder was determined to be $93,612 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $0.63, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes’ beneficial conversion feature which will be amortized as interest over the term of the note. During year ended March 31, 2017, the Company amortized $40,741 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $109,259. As of March 31, 2017, $4,882 accrued interest was added to principal balance. (C) Between November 22, 2016 and March 27, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,235,000. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 617,500 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 617,500 warrants issued to the noteholders was determined to be $560,226 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During year ended March 31, 2017, the Company amortized $114,961 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $1,004,590. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 — Related Party Transactions Management Services from Trinad Management LLC Pursuant to a Management Agreement (the “Management Agreement”) with Trinad Management LLC (“Trinad LLC”) entered into on September 23, 2011, Trinad LLC agreed to provide certain management services to the Company through September 22, 2014, including, without limitation, the sourcing, structuring and negotiation of potential business acquisitions and customer contracts for the Company. Under the Management Agreement, the Company compensated Trinad LLC for its services by (i) paying a fee equal to $2,080,000, with $90,000 payable in advance of each consecutive 3-month calendar period during the term of the Management Agreement and with $1,000,000 due at the end of the 3-year term, and (ii) issuing a warrant to purchase 2,250,000 shares of the Company’s common stock at an exercise price of $0.075 per share (the “Warrant”). The Warrant may have been exercised in whole or in part by Trinad LLC at any time for a period of 10 years. On August 25, 2016, the Warrant was fully exercised on a cashless basis at an exercise price of $0.075 per share, resulting in the issuance 2,148,648 shares of the Company’s common stock. The total amount of $1,000,000 due to Trinad LLC was reflected as a liability on the accompanying March 31, 2016 balance sheet. Pursuant to the terms of the Management Agreement with Trinad Management, LLC, during March 2017, the Company paid $750,000 of the amount that was due at the end of the three-year term of the Management Agreement. The total amount due at March 31, 2017 was $239,080. The remaining amount was paid in April 2017. Trinad LLC continues to provide services to the Company at a fee of $30,000 per month on a month-to-month basis. For the years ended March 31, 2017 and 2016, the Company incurred $360,000 of such fees. Due to Related Parties As of March 31, 2017 and 2016, amounts due to related parties were $0 and $117,124, respectively, payable to Mr. Ellin, the Company’s Executive Chairman, President, director and principal stockholder. These amounts were provided to the Company for working capital as needed and are unsecured, non-interest bearing advances with no formal terms of repayment. Rent During the fiscal years ended March 31, 2017 and 2016, the Company subleased office space from Trinad LLC for no cost to the Company as part of our Management Agreement with Trinad LLC. Management estimates such amounts to be immaterial. The Company anticipates continuing to sublease such space at no cost to it for the foreseeable future. The Company believes that such property is in good condition and is suitable for the conduct of its business. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 10 — Commitments and Contingencies Promotional Rights The Company acquires promotional rights from time to time that may contain obligations for future payments. During the year ended March 31, 2017, the Company incurred $350,000 in payment obligations for the acquisition of certain promotional rights. As of March 31, 2017, the Company is obligated under two licenses, production and/or distribution agreements to make guaranteed payments as follows: $500,000 for the fiscal year ended March 31, 2018, and $325,000 for the fiscal year ended March 31, 2019. The agreements also provide for a revenue share of 35-50% of capital and net revenues. In addition, there are two other agreements that provide for a revenue share of 50% on net revenues, but no guaranteed payments. If the events do not occur as planned and/or the Company does not undertake production of such events, or if the revenue from these events does not allow the Company to recover its production costs, no additional liability for additional payments or promotional right will remain. Legal Proceedings Bengough Settlement On May 20, 2016, Mr. Oliver Bengough, the Company’s former Chief Executive Officer and director, filed a Petition for Relief (the “Petition”) in the High Court of Justice, Chancery Division (the “Court”) against OCHL, OCL, KOKO UK and Mr. Ellin (collectively, the “Respondents”). In the Petition, Mr. Bengough claimed, among other things, certain breaches of duty by Mr. Ellin in connection with the corporate operations of the Respondents, as well as a “deterioration” of the relationship between the parties. OCHL was formed by OCL’s stockholders for the sole purpose of acquiring all of the registered and contributed capital of OCL, is a 50%-owned subsidiary of the Company and is the former parent of OCL. On September 22, 2016, Mr. Bengough entered into a Settlement Agreement (the “Settlement Agreement”) with the Respondents and Global Loan Agency Services Limited, as escrow agent (the “Escrow Agent”), relating to the Petition. Pursuant to the Settlement Agreement, the parties agreed, among other things, to (i) the terms of settlement in relation to all facts, matters and allegations raised by the Petition against the Respondents, including disputed liability under a junior promissory note, dated as of April 28, 2014, issued by OCHL and OCL in favor of JJAT, (ii) sell 48,878 ordinary shares and the 2,750 deferred ordinary shares in OCHL owned by the Company to Mr. Bengough on the terms provided in the Settlement Agreement, (iii) resolve certain ancillary matters arising from the past business dealings between Messrs. Ellin and Bengough, and (iv) to consummate the transactions contemplated thereunder and under certain related transaction documents (as defined below) (collectively, the “Settlement Transactions”). Pursuant to the terms of the Settlement Agreement, on November 24, 2016, Financial Consulting LLP BTG, an independent expert valuation firm engaged to determine the value of the ordinary shares in OCHL, delivered its final valuation report to the parties and that its analysis yielded that the value of the ordinary shares of OCHL is $4,455,833 (£3,612,057), therefore entitling the Company to $2,182,274 (£1,769,029) (or 50% of the value) minus $45,643 (£37,000) (as agreed to by the parties). On December 1, 2016, the Escrow Agent paid to the Company, via the funds deposited by Mr. Bengough, $2,182,274 as the Final Sale Price and the rest of Settlement Transactions were automatically consummated (including the Company’s sale of its OCHL shares to Mr. Bengough). Blink TV Limited and Northstar Media, Inc. On March 3, 2016, Blink TV Limited and Northstar Media, Inc. (collectively, the “Plaintiffs”) filed a claim in the Los Angeles County Superior Court of California against the Company and LiveXLive, alleging breaches of two different license agreements for the live-streaming rights to “Bestival,” an annual music festival which takes place on the Isle of Wight in England. LiveXLive and the Company demurred to the complaint on May 10, 2016, and, prior to the hearing on the demurrer, Plaintiffs amended their complaint. The amended complaint no longer states a claim against the Company and only states a single cause of action against LiveXLive for the alleged breach of a single license agreement. Plaintiffs are seeking $300,000 in damages. To date, LiveXLive has vigorously contested Plaintiffs’ claims. In doing so, LiveXLive filed a cross-complaint against Plaintiffs for breach of contract and breach of the implied covenant of good faith and fair dealing, on December 23, 2016. On May 11, 2017 the parties agreed to a mediation currently scheduled for June 2017, and a trial date is set for March 2018. We are currently not aware of any other pending legal proceedings. From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. An adverse result in these or other matters may have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Mar. 31, 2017 | |
Equity Incentive Plan [Abstract] | |
Equity Incentive Plan | Note 11 — Equity Incentive Plan On August 29, 2016, the Company’s Board of Directors and stockholders approved the Company’s 2016 Equity Incentive Plan (the “2016 Plan”), which reserves a total of 22,800,000 shares of the Company’s common stock for issuance under the 2016 Plan. Incentive awards authorized under the 2016 Plan include, but are not limited to, incentive Internal Revenue Code of 1986, as amended. If an incentive award granted under the 2016 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to the Company in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2016 Plan. As of the date of the filing of this Annual Report, no stock options or any shares of common stock have been issued under the 2016 Plan. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity (Deficit) | |
Stockholders' Equity (Deficit) | Note 12 — Stockholders’ Equity (Deficit) Sale of Common Stock or Equity Units During the year ended March 31, 2017, the Company entered into securities purchase agreements with certain accredited investors, pursuant to which the Company sold an aggregate of 550,000 units at a purchase price of $2.50 per share for $1,375,000 in cash proceeds. Each unit consisted of one share of the Company’s common stock and a warrant to purchase 0.5 (one-half) share of the Company’s common stock, exercisable for a period of three years from the date of original issuance at exercise prices from $0.005 to $0.01 per share. During the year ended March 31, 2016, the Company entered into securities purchase agreements with accredited investors, pursuant to which the Company agreed to issue an aggregate of 762,500 units at a purchase price of $0.50-1.00 per unit for $612,500 in cash. Each unit consisted of one share of the Company’s common stock and one warrant to purchase a share of the Company’s common stock, exercisable for a period of four years from the date of original issuance at an exercise price of $0.005 per share. Issuance of Common Stock for Services During the year ended March 31, 2017, the Company issued 1,578,720 shares of its common stock valued at $2,279,589 to various consultants, including 100,000 shares to a related party valued at $167,000. The Company valued these shares at prices from $0.50 to $1.67 per share based on the most recent prices of the sale of our common stock near the date of grant. During the year ended March 31, 2016, the Company issued 1,802,000 shares of its common stock valued at $856,500 to various consultants and advisory board members. The Company valued these shares at prices from $0.25 - $0.50 per share based on the most recent prices of the sale of our common stock on the date of grant. Warrants On June 2, 2016, the Company issued warrants to acquire 205,920 shares of the Company’s common stock valued at $341,864 as an inducement to convert a convertible note. These warrants, along with 400,000 warrants issued to the noteholder upon issuance of the note, were exercised during the year ended March 31, 2017, at an exercise price of $0.005 per share, resulting in net proceeds to the Company of $3,030. In April, 2016, the Company issued warrants to Trinad Capital, a related party, to acquire 3,352,754 shares of the Company’s common stock valued at $1,661,114 at an exercise price of $0.005 to extend the maturity dates of the First and Second Senior Notes. These warrants were exercised during the year ended March 31, 2017, at an exercise price of $0.005 per share, resulting in net proceeds to the Company of $16,764. During the year ended March 31, 2017, the Company issued warrants to purchase aggregate 2,583,038 shares of the Company’s common stock along with various convertible notes. These warrants were valued at $676,518 at an exercise price of $0.01. During the year ended March 31, 2017, the Company issued warrants to purchase 275,000 shares of the Company’s common stock as part of securities purchase agreements. During the year ended March 31, 2017, warrants to purchase 9,665,360 shares of common stock were exercised, of which 2,250,000 warrants were exercised on a cashless basis, and the Company received proceeds of $48,123 related to the exercise of the balance of the warrants. During the year ended March 31, 2016, the Company issued 1,162,500 shares of the Company’s common stock upon exercise of 1,162,500 warrants at an exercise price of $0.005 per share, resulting in net proceeds to the Company of $5,813. The table below summarizes the Company’s warrant activities: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding, April 1, 2016 3,600,000 $ 0.045 3.21 Granted 1,162,500 0.005 2.21 Exercised (1,162,500 ) 0.005 4.24 Forfeited/expired - - - Balance outstanding, March 31, 2016 3,600,000 0.050 4.16 Granted 6,416,712 0.007 2.91 Exercised (9,866,712 ) 0.022 3.15 Forfeited/expired - - - Balance outstanding, March 31, 2017 150,000 $ 0.010 2.99 Exercisable, March 31, 2017 150,000 $ 0.010 2.99 Increase of Authorized Common Stock and Creation of Preferred Stock On August 29, 2016, the Company’s Board of Directors and stockholders approved for the Company to file a Certificate of Amendment to its Articles of Incorporation (the “Certificate”) with the Secretary of State of the State of Nevada, which increased the Company’s authorized capital stock. The Certificate was filed and became effective on September 1, 2016. The Certificate increased the aggregate number of shares of capital stock which the Company has the authority to issue to 501,000,000 shares, consisting of 500,000,000 shares of common stock and 1,000,000 shares of the Company’s preferred stock, $0.001 par value per share (the “preferred stock”). The Company may issue shares of preferred stock from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by the Company’s Board of Directors and will have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Company’s Board of Directors. The Company’s Board of Directors will have the power to increase or decrease the number of shares of preferred stock of any series after the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased, the shares constituting such decrease will resume the status of authorized but unissued shares of preferred stock. While the Company does not currently have any plans for the issuance of preferred stock, the issuance of such preferred stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the common stock until and unless the Company’s Board of Directors determines the specific rights of the holders of the preferred stock; however, these effects may include: restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock, or delaying or preventing a change in control of the Company without further action by the stockholders. |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Provision [Abstract] | |
Income Tax Provision | Note 13 — Income Tax Provision At March 31, 2017 and 2016, the Company had available federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $15.4 million and $6.8 million for federal income tax purposes, respectively, and $15.4 million and $6.8 million for state income tax purposes respectively. The federal and state net operating loss carryforwards expire in 2037. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit. The Company has adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of March 31, 2017 and 2016, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of March 31, 2017 and 2016, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2014 through 2016 remain open to examination by the major taxing jurisdictions to which the Company is subject. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. Significant components of the Company’s deferred income tax assets are as follows as of: 2017 2016 Net operating loss carryforward $ 6,152,000 $ 2,708,000 Stock-based compensation 912,000 343,000 Impairment of note receivable 85,000 - Loss on sale of investment in OCHL 1,116,000 - Equity in earnings of OCHL (53,000 ) (164,000 ) Total deferred tax assets 8,212,000 2,887,000 Valuation allowance (8,212,000 ) (2,887,000 ) Net deferred tax asset $ - $ - Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: 2017 2016 U.S federal statutory income tax -34.00 % -34.00 % State tax, net of federal tax benefit -5.80 % -5.80 % Permanent differences -65.52 % - % Change in valuation allowance 105.32 % 39.80 % Effective tax rate 0.00 % 0.00 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 — Subsequent Events Unsecured Convertible Notes Payable Subsequent to the period ended March 31, 2017 the Company issued eight, 6% unsecured notes payable to investors for total cash principal of $1,595,000. These notes are due between April 2018 and May 2018. The noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s Common Stock before the maturity date at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received warrants to purchase an aggregate of 797,500 shares of the Company’s common stock at an exercise price of $0.01 per share with a relative fair value of $723,533. As of the issuance dates of these notes, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company expects to recognize a beneficial conversion feature of $723,533. As a result, the Company expects to record a note discount of $1,447,066 to account for the relative fair value of the warrants and the notes’ beneficial conversion features which will be amortized as interest expense over the term of the notes. Employment Agreements In April and May 2017, the Company entered into employment agreements with two officers for a term of two years at an annual salary of $120,000 and $180,000 respectively. In addition, one of the officers was granted 300,000 shares of the Company’s common stock valued at $501,000 that will vest in equal tranches over the 24-month term of the employment agreement. The officer will also receive a bonus of $100,000 upon the closing of an underwritten public offering of the Company’s common stock. The other officer was granted 400,000 shares of the Company’s common stock valued at $668,000 that will vest in increments, with the first tranche of 200,000 shares vesting 12 months from the effective date and the remaining number of shares vesting monthly thereafter, with 100% vesting over the 24-month term of the employment agreement. Wantickets Acquisition On May 5, 2017, LiveXLive Tickets, Inc., (“LXL Tickets”) a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (“APA”) with Wantickets and certain other parties, whereby the Company purchased certain operating assets of Wantickets for total consideration of 2,000,000 shares of common stock of the Company valued at $3,340,000 ($1.67 per share) and the assumption of certain liabilities of Wantickets. The Company is in the process of completing the allocation of the purchase price to the assets and liabilities acquired. In connection with the transaction, LXL Tickets entered into employment agreements with key employees of Wantickets for a term of two years each. One officer, Joe Schnaier, the Chief Executive Officer of Wantickets, will receive an annual salary of $220,000 and a bonus of 2,000,000 shares of common stock if LXL Tickets earns net income of $3 million in the twelve months following the effective date of his employment agreement or net income of $4 million in the twelve months thereafter. The other officer will receive an annual salary of $160,000 and receive a number of shares of the Company’s common stock equal to $15,000 each year. In addition, pursuant to the APA and the Letter Agreement, dated as of May 5, 2017 (the “Letter Agreement”), entered into among the Company, LXL Tickets and Mr. Schnaier, the parties agreed that, commencing May 5, 2017, Mr. Schnaier will promptly pay for all of LXL Tickets’ net losses of its business for each calendar month (or pro rata thereof), up to a total of $100,000 per month, and for any liabilities exceeding $100,000 in the aggregate that arose from April 1, 2017 to May 5, 2017 (inclusive), until the earlier of (x) such time as a public offering is consummated or (b) May 5, 2018 (such earlier date as between clause (x) and (y), the “Funding End Date”), and that any salaries or other payments or amounts due to under the employment agreements described above shall be included in the calculation of the net loss for the applicable period (collectively, the “JS Payment Obligation”). Pursuant to the Letter Agreement, the parties further agreed that all payments made by Mr. Schnaier as part of the JS Payment Obligation shall be deemed to be a loan by Mr. Schnaier to LXL Tickets (the “Loaned Funds”), and that the Company and LXL Tickets shall repay to Mr. Schnaier the total amount of the Loaned Funds within five business days after the Funding End Date; provided that the Company and LXL Tickets may prepay or repay in full the Loaned Funds at any time prior to the Funding End Date without any penalty. An unaudited pro forma balance sheet as of March 31, 2017 as if the acquisition had occurred as of that date is as follows: March 31, 2017 (unaudited) Current Assets Cash and cash equivalents $ 1,477,229 Prepaid expense 21,569 Total Current Assets 1,498,798 Other Assets Property and equipment, net 175,407 Intangibles 3,222,000 Total Assets $ 4,896,205 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable and accrued liabilities $ 542,035 Note payable 277,270 Note payable, shareholder 3,603,446 Current portion of unsecured convertible notes, net of discount 67,858 Services payable, related party 239,080 Total Current Liabilities 4,729,689 Unsecured convertible notes - related party, net of discount 11,668 Unsecured convertible notes, net of discount and current portion 220,540 Total Liabilities 4,961,897 Stockholders’ Deficit: Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding - Common stock, $0.001 par value; 500,000,000 shares authorized; 105,996,974 shares issued and outstanding. 105,997 Additional paid in capital 27,924,201 Accumulated deficit (28,095,890 ) Total stockholders' deficit (65,692 ) Total Liabilities and Stockholders’ Deficit $ 4,896,205 Unaudited pro forma results of operations for the years ended March 31, 2017 and 2016 as if the acquisition has occurred as of the earliest dates presented are as follows: For the For the (unaudited) (unaudited) Revenue $ 3,972,000 $ 5,744,000 Cost of revenue 1,147,000 2,052,000 Gross profit 2,825,000 3,692,000 Operating expenses: Selling, general and administrative 9,479,801 7,297,000 Related party expenses 360,000 360,000 Total operating expenses 9,839,801 7,657,000 Loss from operations (7,014,801 ) (3,965,000 ) Other income (expenses) Interest expense, net (497,152 ) (218,498 ) Other income 6,667 - Fair value of warrants issued for note extension and inducement to convert (2,002,977 ) - Earnings from investment in OCHL 132,832 410,553 Fair value of warrants and beneficial conversion feature on debt conversion (3,248,948 ) - Fair value of beneficial conversion feature (136,936 ) - Impairment of note receivable - related party (213,331 ) - Loss on sale of investment in OCHL (2,790,073 ) - Total other income (expenses) (8,749,918 ) 192,055 Net loss $ (15,764,719 ) $ (3,772,945 ) Net income (Loss) per common share — basic and diluted $ (0.16 ) $ (0.04 ) Weighted average common shares – basic and diluted 99,596,206 92,082,796 Promotional Rights Subsequent to March 31, 2017, the Company entered into two license, production and/or distribution agreements to make guaranteed payments as follows: $210,000 for the fiscal year ended March 31, 2018, $190,000 for the fiscal year ended March 31, 2019, and $25,000 for the year ended March 31, 2020. One of the agreements also provides for a revenue share of 50% of net revenues. If the events do not occur as planned and/or the Company does not undertake production of such events, or if the revenue from these events does not allow the Company to recover its production costs, no additional liability for additional payments or promotional right will remain. Equity Issuances Subsequent to March 31, 2017, the Company issued an aggregate of 947,500 shares of its common stock to investors in consideration of an aggregate of $9,475 as a result of the exercise of 947,500 warrants at an exercise price of $0.01 per share. Subsequent to March 31, 2017, the Company issued an aggregate of 737,500 shares of its common stock valued at $1.67 per share as fees to our employees, directors, advisors and consultants. |
Significant Accounting Polici21
Significant Accounting Policies and Practices (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Significant Accounting Policies and Practices [Abstract] | |
Revenue Recognition Policy | Revenue Recognition Policy The Company recognizes revenue from its live events and show productions when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the show or live event has been completed and occurred and there are no future production obligations, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in impairment testing of long term assets, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services and issued with convertible notes, and recognition of deferred tax assets. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other Date of Attributable LiveXLive Tickets, Inc. Delaware April 24, 2017 100% LXL Studios, Inc. Delaware July 15, 2016 100% LiveXLive, Corp. Delaware February 24, 2015 100% KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014 100% KOKO (Camden) UK Limited England and Wales November 7, 2013 100% The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended, except for LiveXLive Tickets, Inc., as it was formed after March 31, 2017. All inter-Company balances and transactions have been eliminated. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Company’s financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable and convertible notes approximates their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates. |
Investment in Unconsolidated Subsidiary Under the Equity Method | Investment in Unconsolidated Subsidiary Under the Equity Method The Company accounts for investments in which the Company owns more than 20% of the investee using the equity method in accordance with ASC Topic 323, Investments — Equity Method and Joint Ventures |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues restricted stock and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for restricted stock and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for restricted stock and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. In certain circumstances where there are no future performance requirements by the non-employee, restricted stock and warrants grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's warrant grants is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. In light of the very limited trading of our common stock, market value of the shares issued was determined based on the then most recent price per share at which we sold common stock in a private placement during the periods then ended. |
Income Taxes | Income Taxes The Company follows the asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. At March 31, 2017 and 2016, the Company had 150,000 and 3,600,000 warrants outstanding, respectively, and 3,028,325 and 410,260 shares issuable for our convertible notes payable, respectively, which were excluded from the loss per share calculation, as they were anti-dilutive. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures. |
Significant Accounting Polici22
Significant Accounting Policies and Practices (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Significant Accounting Policies and Practices [Abstract] | |
Schedule of consolidated subsidiaries and/or entities | Name of consolidated subsidiary or entity State or other Date of Attributable LiveXLive Tickets, Inc. Delaware April 24, 2017 100% LXL Studios, Inc. Delaware July 15, 2016 100% LiveXLive, Corp. Delaware February 24, 2015 100% KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014 100% KOKO (Camden) UK Limited England and Wales November 7, 2013 100% |
Equity Investment in OCHL (Tabl
Equity Investment in OCHL (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Equity Investments in OCHL [Abstract] | |
Schedule of change in investment in affiliate | Balance as of March 31, 2015 $ 4,478,962 50% share of net income for the period 410,553 Balance as of March 31, 2016 4,889,515 50% share of net income for the period 132,832 Balance as of November 24, 2016 5,022,347 Proceeds received (2,182,274 ) Liability extinguished (50,000 ) Loss recognized $ 2,790,073 |
Schedule of net income from OCHL | Period from April 1, November 24, 2016 Fiscal Year Ended Revenue $ 3,921,204 $ 6,754,707 Cost of revenue 546,480 920,667 Gross profit 3,374,724 5,834,040 Operating expenses Selling, general and administrative 2,893,306 4,613,058 Depreciation and amortization 74,828 133,106 Total operating expenses 2,968,134 4,746,164 Income from operations before other expenses 406,590 1,087,876 Other expenses Interest 28,002 45,997 Income before provision for taxes 378,588 1,041,879 Taxes 112,924 220,773 Net income $ 265,664 $ 821,105 |
Schedule of carrying amounts of major classes of assets and liabilities of OCHL | March 31, Assets Current assets Cash and cash equivalents $ 386,009 Accounts receivable 24,743 Inventory 62,548 Prepaid expenses and other current assets 533,128 Total current assets 1,006,429 Other assets Property and equipment, net of accumulated depreciation 867,975 Total assets $ 1,874,205 Liabilities and Shareholders’ Deficit Current liabilities Accounts payable $ 514,488 Taxes payable 410,504 Notes payable, current 207,978 Other accrued liabilities 460,290 Total current liabilities 1,593,210 Deferred rent – noncurrent 937,459 Total liabilities 2,530,669 Shareholders deficit (656,464 ) Total Liabilities and Shareholders’ Deficit $ 1,874,205 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Property and Equipment [Abstract] | |
Schedule of property plant and equipment | March 31, March 31, Production equipment $ 51,304 $ 51,304 Computer equipment 42,078 23,125 Total property and equipment 93,382 74,429 Accumulated depreciation (35,975 ) (11,860 ) Property and equipment, net $ 57,407 $ 62,569 |
Notes Payable to Major Stockh25
Notes Payable to Major Stockholder (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Notes Payable to Major Stockholder [Abstract] | |
Schedule of outstanding notes payable | March 31, March 31, (A) First Senior Note $ - $ 1,000,000 (B) Second Senior Note - 1,784,000 (C) 6% Unsecured Convertible Note 3,603,446 - Total $ 3,603,446 $ 2,784,000 (A) First Senior Note — Trinad Capital Master Fund On December 31, 2014, the Company entered into a senior convertible promissory note (the “First Senior Note”) with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of 6% per annum on the unpaid principal amount of outstanding advances. At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was originally due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note: ● On January 27, 2015, the Company and Trinad Capital entered into an amendment to the First Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the First Senior Note was extended to June 30, 2016 and (2) the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing; ● On February 5, 2015, the Company and Trinad Capital amended and restated the First Senior Note, effective as of December 31, 2014, to eliminate the convertibility feature of the note was eliminated in its entirety; and ● On April 21, 2016, the First Senior Note was further amended to extend its maturity date to June 30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the due date of the First Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 1,144,986 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 1,144,986 warrants were valued at $567,282 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. (B) Second Senior Note — Trinad Capital Master Fund On April 8, 2015, the Company entered into a second senior promissory note (the “Second Senior Note”) with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note: ● On July 10, 2015, the Second Senior Note was amended and restated to increase the principal amount from $195,500 to the lesser of (i) $1,000,000 (the “Maximum Advance Amount”), or (ii) the aggregate unpaid principal amount of the advances; ● On November 23, 2015, Second Senior Note was amended the Second Senior Note to increase the Maximum Advance Amount to $2,000,000; and ● On April 26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June 30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 2,207,768 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 2,207,768 warrants issued upon extension of the note were valued at $1,093,832 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March 31, 2016. During the year ended March 31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March 31, 2017. On February 21, 2017, the Second Senior Note and accrued interest totaling $2,383,180 were converted in a 6% unsecured convertible note discussed below. As of March 31, 2017 and 2016, $0 and $2,154,100 of principal was outstanding under the Second Senior Note, respectively. Accrued interest of $0 and $87,048 is reflected on our consolidated balance sheet as accrued interest payable, related party as of March 31, 2017 and 2016, respectively. (C) 6% Unsecured Convertible Note — Trinad Capital Master Fund On February 21, 2017, the Company issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital discussed above. This convertible note is due on March 31, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 1,790,539 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The warrants were exercised on February 28, 2017. The conversion of the First and Second Senior Notes into an unsecured convertible note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 1,790,539 warrants issued to the noteholder was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the note’s beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, the balance of the note and accrued interest were $3,581,077 and $22,369, respectively. |
Related Party Unsecured Conve26
Related Party Unsecured Convertible Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Related Party Unsecured Convertible Notes Payable [Abstract] | |
Summary of related party unsecured convertible notes payable | (A) 6% Unsecured Convertible Note – due September 13, 2018 $ - $ - (B) 6% Unsecured Convertible Note – due on March 31, 2018 50,707 - Less accumulated amortization of Valuation Discount (39,039 ) - Net $ 11,668 $ - (A) Convertible Note — JJAT On August 19, 2016, the Company issued a 6% unsecured convertible note payable to a related party for total principal amount of $55,000. This note was due on September 30, 2018. Before its maturity, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. On December 21, 2016, this note was repaid. (B) Convertible Note — Marvin Ellin On January 4, 2017, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $50,000. This note will be due on September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 25,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 25,000 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During year ended March 31, 2017, the Company amortized $6,323 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $39,039. As of March 31, 2017, $50,000 of principal and $707 of accrued interest was due under the note. |
Unsecured Convertible Notes P27
Unsecured Convertible Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Unsecured Convertible Notes Payable [Abstract] | |
Schedule of unsecured convertible notes payable | March 31, March 31, (A) 8% Unsecured Convertible Notes – Due on January 19, 2018 $ — $ 200,000 (B) 6% Unsecured Convertible Notes – Due on September 13, 2018 154,882 — (C) 6% Unsecured Convertible Notes – Due between January 31, 2018 and September 30, 2018 1,248,267 — Total 1,403,149 200,000 Less accumulated amortization of Valuation Discount (1,114,751 ) (89,727 ) Net 288,398 110,273 Less note payable, current 67,858 — Notes payable, long-term $ 220,540 $ 100,273 (A) On January 19, 2016, the Company issued three 8% unsecured convertible notes payable to investors (the “Lenders”) for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. In addition, the Lenders received 400,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The warrants were exercised during the year ended March 31, 2017. The aggregate relative fair value of the 400,000 warrants issued to the Lender was determined to be $99,915 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount upon issuance and was being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727. On June 6, 2016, the Lenders converted $200,000 of principal and $5,918 of interest into 205,918 shares of the Company’s common stock at a conversion price of $1 per share. As the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized a beneficial conversion cost of $136,936. As a result of the conversion, the remaining debt discount of $89,727 was fully amortized to interest expense as of the date of conversion. As an inducement for the conversion, the Lenders were issued 205,920 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The aggregate fair value of the 205,920 warrants issued to the Lenders was $341,864 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.20%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). The value of the warrants of $341,864 was considered as additional interest expense upon their issuance. The warrants were exercised immediately into 205,920 shares of the Company’s common stock with net proceeds of $1,030 to the Company. (B) On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $150,000. This note will be due on September 13, 2018. Before the maturity date, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 150,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.005 per share. The aggregate relative fair value of the 150,000 warrants issued to the noteholder was determined to be $93,612 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $0.63, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes’ beneficial conversion feature which will be amortized as interest over the term of the note. During year ended March 31, 2017, the Company amortized $40,741 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $109,259. As of March 31, 2017, $4,882 accrued interest was added to principal balance. (C) Between November 22, 2016 and March 27, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,235,000. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 617,500 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 617,500 warrants issued to the noteholders was determined to be $560,226 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During year ended March 31, 2017, the Company amortized $114,961 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $1,004,590. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity (Deficit) [Abstract] | |
Schedule of warrant activities | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding, April 1, 2016 3,600,000 $ 0.045 3.21 Granted 1,162,500 0.005 2.21 Exercised (1,162,500 ) 0.005 4.24 Forfeited/expired - - - Balance outstanding, March 31, 2016 3,600,000 0.050 4.16 Granted 6,416,712 0.007 2.91 Exercised (9,866,712 ) 0.022 3.15 Forfeited/expired - - - Balance outstanding, March 31, 2017 150,000 $ 0.010 2.99 Exercisable, March 31, 2017 150,000 $ 0.010 2.99 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Provision [Abstract] | |
Schedule of significant components of the company's deferred income tax assets | 2017 2016 Net operating loss carryforward $ 6,152,000 $ 2,708,000 Stock-based compensation 912,000 343,000 Impairment of note receivable 85,000 - Loss on sale of investment in OCHL 1,116,000 - Equity in earnings of OCHL (53,000 ) (164,000 ) Total deferred tax assets 8,212,000 2,887,000 Valuation allowance (8,212,000 ) (2,887,000 ) Net deferred tax asset $ - $ - |
Schedule of reconciliation of the effective income tax rate | 2017 2016 U.S federal statutory income tax -34.00 % -34.00 % State tax, net of federal tax benefit -5.80 % -5.80 % Permanent differences -65.52 % - % Change in valuation allowance 105.32 % 39.80 % Effective tax rate 0.00 % 0.00 % |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Schedule of unaudited pro forma balance sheet | March 31, 2017 (unaudited) Current Assets Cash and cash equivalents $ 1,477,229 Prepaid expense 21,569 Total Current Assets 1,498,798 Other Assets Property and equipment, net 175,407 Intangibles 3,222,000 Total Assets $ 4,896,205 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable and accrued liabilities $ 542,035 Note payable 277,270 Note payable, shareholder 3,603,446 Current portion of unsecured convertible notes, net of discount 67,858 Services payable, related party 239,080 Total Current Liabilities 4,729,689 Unsecured convertible notes - related party, net of discount 11,668 Unsecured convertible notes, net of discount and current portion 220,540 Total Liabilities 4,961,897 Stockholders’ Deficit: Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding - Common stock, $0.001 par value; 500,000,000 shares authorized; 105,996,974 shares issued and outstanding. 105,997 Additional paid in capital 27,924,201 Accumulated deficit (28,095,890 ) Total stockholders' deficit (65,692 ) Total Liabilities and Stockholders’ Deficit $ 4,896,205 |
Schedule of unaudited pro forma results of operations | For the For the (unaudited) (unaudited) Revenue $ 3,972,000 $ 5,744,000 Cost of revenue 1,147,000 2,052,000 Gross profit 2,825,000 3,692,000 Operating expenses: Selling, general and administrative 9,479,801 7,297,000 Related party expenses 360,000 360,000 Total operating expenses 9,839,801 7,657,000 Loss from operations (7,014,801 ) (3,965,000 ) Other income (expenses) Interest expense, net (497,152 ) (218,498 ) Other income 6,667 - Fair value of warrants issued for note extension and inducement to convert (2,002,977 ) - Earnings from investment in OCHL 132,832 410,553 Fair value of warrants and beneficial conversion feature on debt conversion (3,248,948 ) - Fair value of beneficial conversion feature (136,936 ) - Impairment of note receivable - related party (213,331 ) - Loss on sale of investment in OCHL (2,790,073 ) - Total other income (expenses) (8,749,918 ) 192,055 Net loss $ (15,764,719 ) $ (3,772,945 ) Net income (Loss) per common share — basic and diluted $ (0.16 ) $ (0.04 ) Weighted average common shares – basic and diluted 99,596,206 92,082,796 |
Organization, Operations and 31
Organization, Operations and Basis of Presentation (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Organization operations and basis of presentation (Textual) | |||
Stockholders' equity (deficit) | $ (3,405,692) | $ 230,724 | $ 2,403,311 |
Net loss | (14,249,719) | (3,746,944) | |
Net cash used in operating activities | $ (3,123,169) | $ (2,999,942) | |
Forward stock split | In September 2016, the Company's Board of Directors declared a 2-for-1 forward stock split of the Company's common stock in the form of a dividend. |
Significant Accounting Polici32
Significant Accounting Policies and Practices (Details) | 12 Months Ended |
Mar. 31, 2017 | |
LiveXLive Tickets, Inc. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | LiveXLive Tickets, Inc. |
State or other jurisdiction of incorporation or organization | Delaware |
Date of incorporation or formation (date of acquisition, if applicable) | Apr. 24, 2017 |
Attributable interest | 100.00% |
LXL Studios, Inc. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | LXL Studios, Inc. |
State or other jurisdiction of incorporation or organization | Delaware |
Date of incorporation or formation (date of acquisition, if applicable) | Jul. 15, 2016 |
Attributable interest | 100.00% |
LiveXLive, Corp. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | LiveXLive, Corp. |
State or other jurisdiction of incorporation or organization | Delaware |
Date of incorporation or formation (date of acquisition, if applicable) | Feb. 24, 2015 |
Attributable interest | 100.00% |
KOKO (Camden) Holdings (US), Inc. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | KOKO (Camden) Holdings (US), Inc. |
State or other jurisdiction of incorporation or organization | Delaware |
Date of incorporation or formation (date of acquisition, if applicable) | Mar. 17, 2014 |
Attributable interest | 100.00% |
KOKO (Camden) UK Limited [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | KOKO (Camden) UK Limited |
State or other jurisdiction of incorporation or organization | England and Wales |
Date of incorporation or formation (date of acquisition, if applicable) | Nov. 7, 2013 |
Attributable interest | 100.00% |
Significant Accounting Polici33
Significant Accounting Policies and Practices (Details Textual) - shares | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Significant Accounting Policies and Practices (Textual) | ||
Warrants outstanding | 150,000 | 3,600,000 |
Anti-dilutive shares issued | 3,028,325 | 410,260 |
Equity Investment in OCHL (Deta
Equity Investment in OCHL (Details) - USD ($) | 8 Months Ended | 12 Months Ended | |
Nov. 24, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Equity Investments in OCHL [Abstract] | |||
Initial Investment at beggining | $ 4,889,515 | $ 4,889,515 | $ 4,478,962 |
50% share of net income for the period | 132,832 | 410,553 | |
Initial Investment at ending | 5,022,347 | 4,889,515 | |
Proceeds received | (2,182,274) | ||
Liability extinguished | $ (50,000) | ||
Loss recognized | $ (2,790,073) |
Equity Investment in OCHL (De35
Equity Investment in OCHL (Details 1) - USD ($) | 8 Months Ended | 12 Months Ended |
Nov. 24, 2016 | Mar. 31, 2016 | |
Equity Investments in OCHL [Abstract] | ||
Revenue | $ 3,921,204 | $ 6,754,707 |
Cost of revenue | 546,480 | 920,667 |
Gross profit | 3,374,724 | 5,834,040 |
Operating expenses | ||
Selling, general and administrative | 2,893,306 | 4,613,058 |
Depreciation and amortization | 74,828 | 133,106 |
Total operating expenses | 2,968,134 | 4,746,164 |
Income from operations before other expenses | 406,590 | 1,087,876 |
Other expenses | ||
Interest | 28,002 | 45,997 |
Income before provision for taxes | 378,588 | 1,041,879 |
Taxes | 112,924 | 220,773 |
Net income | $ 265,664 | $ 821,105 |
Equity Investment in OCHL (De36
Equity Investment in OCHL (Details 2) | Mar. 31, 2016USD ($) |
Current assets | |
Cash and cash equivalents | $ 386,009 |
Accounts receivable | 24,743 |
Inventory | 62,548 |
Prepaid expenses and other current assets | 533,128 |
Total current assets | 1,006,429 |
Other assets | |
Property and equipment, net of accumulated depreciation | 867,975 |
Total assets | 1,874,205 |
Current liabilities | |
Accounts payable | 514,488 |
Taxes payable | 410,504 |
Notes payable, current | 207,978 |
Other accrued liabilities | 460,290 |
Total current liabilities | 1,593,210 |
Deferred rent - noncurrent | 937,459 |
Total liabilities | 2,530,669 |
Shareholders deficit | (656,464) |
Total Liabilities and Shareholders' Deficit | $ 1,874,205 |
Equity Investment in OCHL (De37
Equity Investment in OCHL (Details Textual) - USD ($) | Apr. 28, 2014 | Nov. 24, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Equity method investment | $ 5,022,347 | $ 4,889,515 | $ 4,478,962 | ||
Due to affiliate | 213,331 | ||||
Sale of equity investment | $ 2,182,274 | ||||
Gain (Loss) on Sale of Investments | $ (2,790,073) | ||||
Impairment Of Note Receivable Related Party | $ 213,331 | ||||
JJAT Corp. [Member] | |||||
Number of shares issued | 58,000,000 | ||||
Equity method investment | $ 4,200,000 | ||||
Obar Camden Holdings Limited [Member] | |||||
Percentage of equity method ownership | 50.00% | ||||
Equity method investment aggregate cost | $ 494,750 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 93,382 | $ 74,429 |
Accumulated depreciation | (35,975) | (11,860) |
Fixed assets, net | 57,407 | 62,569 |
Production equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 51,304 | 51,304 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 42,078 | $ 23,125 |
Property and Equipment (Detai39
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 24,115 | $ 6,336 |
Notes Payable to Major Stockh40
Notes Payable to Major Stockholder (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 | |
Note payable, shareholder | $ 3,603,446 | $ 2,784,000 | |
6% Unsecured Convertible Note [Member] | |||
Note payable, shareholder | [1] | 3,603,446 | |
First Senior Note [Member] | |||
Note payable, shareholder | [2] | 1,000,000 | |
Second Senior Note [Member] | |||
Note payable, shareholder | [3] | $ 1,784,000 | |
[1] | (C) 6% Unsecured Convertible Note Trinad Capital Master Fund On February 21, 2017, the Company issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital discussed above. This convertible note is due on March 31, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 1,790,539 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The warrants were exercised on February 28, 2017. The conversion of the First and Second Senior Notes into an unsecured convertible note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 1,790,539 warrants issued to the noteholder was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the note's beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, the balance of the note and accrued interest were $3,581,077 and $22,369, respectively. | ||
[2] | (A) First Senior Note Trinad Capital Master Fund On December 31, 2014, the Company entered into a senior convertible promissory note (the "First Senior Note") with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of 6% per annum on the unpaid principal amount of outstanding advances. At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was originally due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note: ? On January 27, 2015, the Company and Trinad Capital entered into an amendment to the First Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the First Senior Note was extended to June 30, 2016 and (2) the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing; ? On February 5, 2015, the Company and Trinad Capital amended and restated the First Senior Note, effective as of December 31, 2014, to eliminate the convertibility feature of the note was eliminated in its entirety; and ? On April 21, 2016, the First Senior Note was further amended to extend its maturity date to June 30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the due date of the First Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 1,144,986 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 1,144,986 warrants were valued at $567,282 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. On February 21, 2017, the First Senior Note and accrued interest totaling $1,197,897 were converted into a 6% convertible unsecured convertible note discussed below. As of March 31, 2017 and 2016, $0 and $1,000,000 of principal was outstanding under the First Senior Note, respectively. Accrued interest of $0 and $140,555 is reflected on the consolidated balance sheet as accrued interest payable, related party as of March 31, 2017 and 2016, respectively. | ||
[3] | (B) Second Senior Note Trinad Capital Master Fund On April 8, 2015, the Company entered into a second senior promissory note (the "Second Senior Note") with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note: ? On July 10, 2015, the Second Senior Note was amended and restated to increase the principal amount from $195,500 to the lesser of (i) $1,000,000 (the "Maximum Advance Amount"), or (ii) the aggregate unpaid principal amount of the advances; ? On November 23, 2015, Second Senior Note was amended the Second Senior Note to increase the Maximum Advance Amount to $2,000,000; and ? On April 26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June 30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 2,207,768 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 2,207,768 warrants issued upon extension of the note were valued at $1,093,832 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March 31, 2016. During the year ended March 31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March 31, 2017. On February 21, 2017, the Second Senior Note and accrued interest totaling $2,383,180 were converted in a 6% unsecured convertible note discussed below. As of March 31, 2017 and 2016, $0 and $2,154,100 of principal was outstanding under the Second Senior Note, respectively. Accrued interest of $0 and $87,048 is reflected on our consolidated balance sheet as accrued interest payable, related party as of March 31, 2017 and 2016, respectively. |
Notes Payable to Major Stockh41
Notes Payable to Major Stockholder (Details Textual) - USD ($) | May 05, 2017 | Jun. 06, 2016 | Apr. 26, 2016 | Apr. 21, 2016 | Dec. 31, 2014 | Feb. 21, 2017 | Aug. 19, 2016 | Apr. 30, 2016 | Jan. 19, 2016 | Jan. 27, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Jun. 02, 2016 | Feb. 21, 2016 | Nov. 23, 2015 | Jul. 10, 2015 | Apr. 08, 2015 | Mar. 31, 2015 | |
Revised maturity date | Jun. 30, 2016 | ||||||||||||||||||
Principal notes payable | $ 3,603,446 | $ 2,784,000 | |||||||||||||||||
Accrued Interest | $ 34,772 | $ 19,542 | |||||||||||||||||
Exercise price (in dollars per share) | $ 1.67 | $ 0.005 | |||||||||||||||||
Amortized debt discount | $ 251,750 | $ 9,817 | |||||||||||||||||
Fair value of warrants | 1,447,066 | ||||||||||||||||||
Maturity date | Dec. 31, 2015 | ||||||||||||||||||
Aggregate principal amount | $ 242,498 | 50,000 | |||||||||||||||||
Beneficial conversion feature | $ 0.91 | 22,681 | |||||||||||||||||
6% Unsecured Convertible Note [Member] | |||||||||||||||||||
Terms of conversion feature | If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. | The Company issued three 8% unsecured convertible notes payable to investors (the "Lenders") for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. | |||||||||||||||||
Principal notes payable | [1] | $ 3,603,446 | |||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||||||||
Amortized debt discount | 9,818 | ||||||||||||||||||
Expected life | 4 years | ||||||||||||||||||
Volatility rate | 100.00% | ||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||
Risk-free interest rate | 1.30% | ||||||||||||||||||
Aggregate relative fair value | $ 99,915 | ||||||||||||||||||
Aggregate principal amount | $ 200,000 | $ 55,000 | $ 200,000 | ||||||||||||||||
Beneficial conversion feature | $ 136,936 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 1 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | ||||||||||||||||||
Beneficial conversion feature | 45,362 | ||||||||||||||||||
Warrant [Member] | 6% Unsecured Convertible Note [Member] | |||||||||||||||||||
Number of shares issued | 205,920 | 200,000 | |||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | $ 0.01 | $ 0.005 | ||||||||||||||||
Expected life | 3 years | ||||||||||||||||||
Volatility rate | 100.00% | ||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||
Risk-free interest rate | 1.20% | ||||||||||||||||||
Aggregate relative fair value | $ 341,864 | $ 341,864 | |||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Number of shares issued | 2,000,000 | ||||||||||||||||||
Trinad Capital [Member] | |||||||||||||||||||
Principal notes payable | 0 | $ 2,154,100 | |||||||||||||||||
Trinad Capital [Member] | 6% Unsecured Convertible Note [Member] | |||||||||||||||||||
Principal notes payable | 3,581,077 | ||||||||||||||||||
Accrued Interest | 22,369 | ||||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | ||||||||||||||||||
Maturity date | Mar. 31, 2018 | ||||||||||||||||||
Remaining management service payable | $ 1,624,474 | ||||||||||||||||||
Volatility rate | 100.00% | ||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||
Risk-free interest rate | 1.50% | ||||||||||||||||||
Aggregate relative fair value | $ 1,790,539 | 3,248,948 | |||||||||||||||||
Conversion price (in dollars per share) | $ 0.91 | ||||||||||||||||||
Warrants to purchase shares of common stock | $ 1,790,539 | ||||||||||||||||||
Description of debt | If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. | ||||||||||||||||||
Trinad Capital [Member] | Warrant [Member] | |||||||||||||||||||
Accrued Interest | 140,555 | ||||||||||||||||||
Number of shares issued | 3,352,754 | ||||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||||||||
Principal notes payable | 1,000,000 | ||||||||||||||||||
Aggregate principal amount | 700,000 | ||||||||||||||||||
First Senior Note [Member] | |||||||||||||||||||
Principal notes payable | [2] | 1,000,000 | |||||||||||||||||
First Senior Note [Member] | As Restated [Member] | 6% Unsecured Convertible Note [Member] | |||||||||||||||||||
Principal notes payable | $ 825,000 | ||||||||||||||||||
First Senior Note [Member] | Trinad Capital [Member] | |||||||||||||||||||
Revised maturity date | Jun. 30, 2017 | ||||||||||||||||||
Principal notes payable | $ 0 | 1,000,000 | |||||||||||||||||
Accrued Interest | 70,151 | 0 | 140,555 | ||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | ||||||||||||||||||
Aggregate principal amount | $ 1,000,000 | $ 1,197,897 | |||||||||||||||||
Interest rate of per annum | 6.00% | ||||||||||||||||||
Percentage of Unsecured convertible note payable | 6.00% | ||||||||||||||||||
First Senior Note [Member] | Trinad Capital [Member] | 6% Unsecured Convertible Note [Member] | |||||||||||||||||||
Aggregate principal amount | $ 3,581,077 | ||||||||||||||||||
Interest rate of per annum | 6.00% | ||||||||||||||||||
First Senior Note [Member] | Trinad Capital [Member] | Warrant [Member] | |||||||||||||||||||
Number of shares issued | 1,144,986 | ||||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||||||||
Expiration date | Apr. 21, 2020 | ||||||||||||||||||
Expected life | 4 years | ||||||||||||||||||
Warrants issued | 1,144,986 | ||||||||||||||||||
Volatility rate | 100.00% | ||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||
Risk-free interest rate | 1.30% | ||||||||||||||||||
Aggregate relative fair value | $ 567,282 | ||||||||||||||||||
First Senior Note [Member] | Trinad Management Llc [Member] | |||||||||||||||||||
Converted value in excess of principal | $ 1,000,000 | $ 5,000,000 | |||||||||||||||||
Terms of conversion feature | The conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing. | ||||||||||||||||||
Maturity date | Jun. 30, 2016 | ||||||||||||||||||
First Senior Note [Member] | Trinad Management Llc [Member] | Warrant [Member] | |||||||||||||||||||
Number of shares issued | 1,144,986 | ||||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||||||||
Expected life | 4 years | ||||||||||||||||||
Warrants issued | 1,144,986 | ||||||||||||||||||
Volatility rate | 100.00% | ||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||
Risk-free interest rate | 1.30% | ||||||||||||||||||
Aggregate relative fair value | $ 567,282 | ||||||||||||||||||
Second Senior Note [Member] | |||||||||||||||||||
Principal notes payable | [3] | $ 1,784,000 | |||||||||||||||||
Second Senior Note [Member] | As Restated [Member] | 6% Unsecured Convertible Note [Member] | |||||||||||||||||||
Principal notes payable | |||||||||||||||||||
Second Senior Note [Member] | Trinad Capital [Member] | |||||||||||||||||||
Maturity date | Jun. 30, 2016 | ||||||||||||||||||
Revised maturity date | Jun. 30, 2017 | ||||||||||||||||||
Principal notes payable | $ 1,784,000 | ||||||||||||||||||
Accrued Interest | $ 0 | 87,048 | |||||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | ||||||||||||||||||
Principal notes payable | 1,784,000 | ||||||||||||||||||
Aggregate principal amount | $ 3,000,000 | $ 2,383,180 | $ 1,784,000 | $ 2,000,000 | $ 1,000,000 | $ 195,500 | |||||||||||||
Interest rate of per annum | 8.00% | ||||||||||||||||||
Percentage of Unsecured convertible note payable | 6.00% | ||||||||||||||||||
Second Senior Note [Member] | Trinad Capital [Member] | 6% Unsecured Convertible Note [Member] | |||||||||||||||||||
Aggregate principal amount | $ 3,581,077 | ||||||||||||||||||
Interest rate of per annum | 6.00% | ||||||||||||||||||
Second Senior Note [Member] | Trinad Capital [Member] | Warrant [Member] | |||||||||||||||||||
Revised maturity date | Jun. 30, 2017 | ||||||||||||||||||
Number of shares issued | 2,207,768 | ||||||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||||||||
Expiration date | Apr. 21, 2020 | ||||||||||||||||||
Expected life | 4 years | ||||||||||||||||||
Warrants issued | 2,207,768 | ||||||||||||||||||
Fair value of warrants | $ 1,093,832 | ||||||||||||||||||
Repayment of notes payable | 450,000 | ||||||||||||||||||
Maturity date | Jun. 30, 2017 | ||||||||||||||||||
Volatility rate | 100.00% | ||||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||||
Risk-free interest rate | 1.30% | ||||||||||||||||||
Aggregate principal amount | $ 3,000,000 | $ 820,100 | |||||||||||||||||
Second Senior Note [Member] | Trinad Capital [Member] | As Restated [Member] | |||||||||||||||||||
Aggregate principal amount | $ 195,500 | ||||||||||||||||||
[1] | (C) 6% Unsecured Convertible Note Trinad Capital Master Fund On February 21, 2017, the Company issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital discussed above. This convertible note is due on March 31, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 1,790,539 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The warrants were exercised on February 28, 2017. The conversion of the First and Second Senior Notes into an unsecured convertible note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 1,790,539 warrants issued to the noteholder was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the note's beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, the balance of the note and accrued interest were $3,581,077 and $22,369, respectively. | ||||||||||||||||||
[2] | (A) First Senior Note Trinad Capital Master Fund On December 31, 2014, the Company entered into a senior convertible promissory note (the "First Senior Note") with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of 6% per annum on the unpaid principal amount of outstanding advances. At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was originally due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note: ? On January 27, 2015, the Company and Trinad Capital entered into an amendment to the First Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the First Senior Note was extended to June 30, 2016 and (2) the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing; ? On February 5, 2015, the Company and Trinad Capital amended and restated the First Senior Note, effective as of December 31, 2014, to eliminate the convertibility feature of the note was eliminated in its entirety; and ? On April 21, 2016, the First Senior Note was further amended to extend its maturity date to June 30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the due date of the First Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 1,144,986 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 1,144,986 warrants were valued at $567,282 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. On February 21, 2017, the First Senior Note and accrued interest totaling $1,197,897 were converted into a 6% convertible unsecured convertible note discussed below. As of March 31, 2017 and 2016, $0 and $1,000,000 of principal was outstanding under the First Senior Note, respectively. Accrued interest of $0 and $140,555 is reflected on the consolidated balance sheet as accrued interest payable, related party as of March 31, 2017 and 2016, respectively. | ||||||||||||||||||
[3] | (B) Second Senior Note Trinad Capital Master Fund On April 8, 2015, the Company entered into a second senior promissory note (the "Second Senior Note") with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note: ? On July 10, 2015, the Second Senior Note was amended and restated to increase the principal amount from $195,500 to the lesser of (i) $1,000,000 (the "Maximum Advance Amount"), or (ii) the aggregate unpaid principal amount of the advances; ? On November 23, 2015, Second Senior Note was amended the Second Senior Note to increase the Maximum Advance Amount to $2,000,000; and ? On April 26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June 30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 2,207,768 shares of its common stock, with an exercise price of $0.005 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 2,207,768 warrants issued upon extension of the note were valued at $1,093,832 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March 31, 2016. During the year ended March 31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March 31, 2017. On February 21, 2017, the Second Senior Note and accrued interest totaling $2,383,180 were converted in a 6% unsecured convertible note discussed below. As of March 31, 2017 and 2016, $0 and $2,154,100 of principal was outstanding under the Second Senior Note, respectively. Accrued interest of $0 and $87,048 is reflected on our consolidated balance sheet as accrued interest payable, related party as of March 31, 2017 and 2016, respectively. |
Related Party Unsecured Conve42
Related Party Unsecured Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | |||
Principal notes payable | $ 1,403,149 | $ 200,000 | |
Less accumulated amortization of Valuation Discount | (1,114,751) | (89,727) | |
Net | 11,668 | ||
6% Unsecured Convertible Note - due September 13, 2018 | |||
Debt Instrument [Line Items] | |||
Principal notes payable | [1] | ||
6% Unsecured Convertible Note - due on March 31, 2018 | |||
Debt Instrument [Line Items] | |||
Principal notes payable | [2] | $ 50,707 | |
[1] | (A) Convertible Note JJAT On August 19, 2016, the Company issued a 6% unsecured convertible note payable to a related party for total principal amount of $55,000. This note was due on September 30, 2018. Before its maturity, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. On December 21, 2016, this note was repaid. | ||
[2] | (B) Convertible Note Marvin Ellin On January 4, 2017, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $50,000. This note will be due on September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 25,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 25,000 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During year ended March 31, 2017, the Company amortized $6,323 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $39,039. As of March 31, 2017, $50,000 of principal and $707 of accrued interest was due under the note. |
Related Party Unsecured Conve43
Related Party Unsecured Convertible Notes Payable (Details Textual) - USD ($) | Jan. 04, 2017 | Aug. 19, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2014 |
Related Party Unsecured Convertible Notes Payable [Textual] | |||||
Principal amount | $ 50,000 | $ 242,498 | |||
Exercise price (in dollars per share) | $ 1.67 | $ 0.005 | |||
Unamortized debt discount | $ (1,114,751) | $ (89,727) | |||
6% Unsecured Convertible Note due September 13, 2018 [Member] | |||||
Related Party Unsecured Convertible Notes Payable [Textual] | |||||
Principal amount | $ 55,000 | ||||
Unsecured convertible note payable | 6.00% | ||||
Unsecured convertible note payable due | Sep. 30, 2018 | ||||
Aggregate in gross proceeds | $ 5,000,000 | ||||
Financing issuance price | 75.00% | ||||
6% Unsecured Convertible Note due on March 31, 2018 [Member] | |||||
Related Party Unsecured Convertible Notes Payable [Textual] | |||||
Principal amount | $ 50,000 | ||||
Unsecured convertible note payable | 6.00% | ||||
Unsecured convertible note payable due | Sep. 13, 2018 | ||||
Aggregate in gross proceeds | $ 5,000,000 | ||||
Financing issuance price | 75.00% | ||||
Exercise price (in dollars per share) | $ 0.01 | ||||
Shares issued during the period | 25,000 | ||||
Number of shares of aggregate relative fair value | 25,000 | ||||
Aggregate relative fair value | $ 22,681 | ||||
Risk-free interest rate | 1.50% | ||||
Dividend yield | 0.00% | ||||
Volatility rate | 100.00% | ||||
Expected life | 3 years | ||||
Terms of conversion feature | The effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. | ||||
Conversion of amortized to interest expense | $ 6,323 | ||||
Unamortized debt discount | 39,039 | ||||
Accrued interest | $ 707 |
Unsecured Convertible Notes P44
Unsecured Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | |||
Principal notes payable | $ 1,403,149 | $ 200,000 | |
Less accumulated amortization of Valuation Discount | (1,114,751) | (89,727) | |
Net | 288,398 | 110,273 | |
Convertible Notes Payable, Current | 67,858 | ||
Notes payable, long-term | 220,540 | 110,273 | |
8% Unsecured Convertible Notes - Due on January 19, 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Principal notes payable | [1] | 200,000 | |
6% Unsecured Convertible Notes - Due on September 13, 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Principal notes payable | [2] | 154,882 | |
Less accumulated amortization of Valuation Discount | 109,259 | ||
6% Unsecured Convertible Notes - Due between January 31, 2018 and September 30, 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Principal notes payable | [3] | 1,248,267 | |
Less accumulated amortization of Valuation Discount | $ 1,004,590 | ||
[1] | On January 19, 2016, the Company issued three 8% unsecured convertible notes payable to investors (the "Lenders") for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. In addition, the Lenders received 400,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The warrants were exercised during the year ended March 31, 2017. The aggregate relative fair value of the 400,000 warrants issued to the Lender was determined to be $99,915 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount upon issuance and was being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727. On June 6, 2016, the Lenders converted $200,000 of principal and $5,918 of interest into 205,918 shares of the Company's common stock at a conversion price of $1 per share. As the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized a beneficial conversion cost of $136,936. As a result of the conversion, the remaining debt discount of $89,727 was fully amortized to interest expense as of the date of conversion. As an inducement for the conversion, the Lenders were issued 205,920 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The aggregate fair value of the 205,920 warrants issued to the Lenders was $341,864 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.20%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). The value of the warrants of $341,864 was considered as additional interest expense upon their issuance. The warrants were exercised immediately into 205,920 shares of the Company's common stock with net proceeds of $1,030 to the Company. | ||
[2] | On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $150,000. This note will be due on September 13, 2018. Before the maturity date, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 150,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The aggregate relative fair value of the 150,000 warrants issued to the noteholder was determined to be $93,612 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $0.63, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes' beneficial conversion feature which will be amortized as interest over the term of the note. During year ended March 31, 2017, the Company amortized $40,741 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $109,259. As of March 31, 2017, $4,882 accrued interest was added to principal balance. | ||
[3] | Between November 22, 2016 and March 27, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,235,000. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 617,500 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 617,500 warrants issued to the noteholders was determined to be $560,226 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes' beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During year ended March 31, 2017, the Company amortized $114,961 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $1,004,590. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 26, 2016 | Apr. 21, 2016 | Dec. 31, 2014 | Sep. 23, 2011 | Aug. 25, 2016 | Apr. 30, 2016 | Jan. 27, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 21, 2017 | Nov. 23, 2015 | Jul. 10, 2015 | Apr. 08, 2015 |
Related Party Transactions (Textual) | |||||||||||||
Exercise price (in dollars per share) | $ 1.67 | $ 0.005 | |||||||||||
Due to related parties | $ 117,124 | ||||||||||||
Aggregate principal amount | $ 242,498 | 50,000 | |||||||||||
Warrant [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Exercise price (in dollars per share) | $ 0.01 | ||||||||||||
Trinad Management LLC [Member] | First Senior Note [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Converted value in excess of principal | 1,000,000 | $ 5,000,000 | |||||||||||
Trinad Management LLC [Member] | Warrant [Member] | First Senior Note [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Number of shares issued | 1,144,986 | ||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||
Mr. Robert Ellin [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Due to related parties | 0 | $ 117,124 | |||||||||||
Trinad Capital [Member] | First Senior Note [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Exercise price (in dollars per share) | $ 0.01 | ||||||||||||
Aggregate principal amount | 1,000,000 | $ 1,197,897 | |||||||||||
Trinad Capital [Member] | Second Senior Note [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Exercise price (in dollars per share) | $ 0.01 | ||||||||||||
Principal notes payable | 1,784,000 | ||||||||||||
Aggregate principal amount | $ 3,000,000 | 1,784,000 | $ 2,383,180 | $ 2,000,000 | $ 1,000,000 | $ 195,500 | |||||||
Trinad Capital [Member] | Second Senior Note [Member] | As Restated [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Aggregate principal amount | $ 195,500 | ||||||||||||
Trinad Capital [Member] | Warrant [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Number of shares issued | 3,352,754 | ||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||
Principal notes payable | 1,000,000 | ||||||||||||
Aggregate principal amount | $ 700,000 | ||||||||||||
Trinad Capital [Member] | Warrant [Member] | First Senior Note [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Number of shares issued | 1,144,986 | ||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||
Trinad Capital [Member] | Warrant [Member] | Second Senior Note [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Number of shares issued | 2,207,768 | ||||||||||||
Exercise price (in dollars per share) | $ 0.005 | ||||||||||||
Repayment of notes payable | 450,000 | ||||||||||||
Aggregate principal amount | $ 3,000,000 | 820,100 | |||||||||||
Management Services Agreement [Member] | Trinad Management LLC [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Management service fee | $ 2,080,000 | 360,000 | 360,000 | ||||||||||
Management service payable | 90,000 | 30,000 | |||||||||||
Due to related parties | $ 1,000,000 | 239,080 | $ 1,000,000 | ||||||||||
Agreement term | 3 years | ||||||||||||
Repayment of notes payable | $ 750,000 | ||||||||||||
Management Services Agreement [Member] | Trinad Management LLC [Member] | Warrant [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Number of shares issued | 2,148,648 | ||||||||||||
Exercise price (in dollars per share) | $ 0.075 | ||||||||||||
Expiration period | 10 years | ||||||||||||
Amortized period | 3 years | ||||||||||||
Management Services Agreement [Member] | Trinad Management LLC [Member] | Warrant 1 [Member] | |||||||||||||
Related Party Transactions (Textual) | |||||||||||||
Number of shares issued | 2,250,000 | ||||||||||||
Exercise price (in dollars per share) | $ 0.075 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | May 05, 2017 | Sep. 22, 2016 | May 20, 2016 | Apr. 28, 2014 | Nov. 24, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2014 |
Name of plaintiff | Mr. Oliver Bengough | |||||||
Name of defendant | OCHL, OCL, KOKO UK and Mr. Ellin (collectively, the "Respondents"). | |||||||
Domicile of litigation | High Court of Justice, Chancery Division (the Court) | |||||||
Description of allegations | In the Petition, Mr. Bengough claimed, among other things, certain breaches of duty by Mr. Ellin in connection with the corporate operations of the Respondents, as well as a "deterioration" of the relationship between the parties. OCHL was formed by OCL's stockholders for the sole purpose of acquiring all of the registered and contributed capital of OCL, is a 50%-owned subsidiary of the Company and is the former parent of OCL. | |||||||
Aggregate principal amount | $ 50,000 | $ 242,498 | ||||||
Payment of acquisition of promotional rights | $ 350,000 | |||||||
Jjat Corp [Member] | ||||||||
Number of shares issued | 58,000,000 | |||||||
BTG Financial Consulting LLP [Member] | ||||||||
Description Of Agreement Terms | The parties and that its analysis yielded that the value of the ordinary shares of OCHL is $4,455,833 (£3,612,057), therefore entitling the Company to $2,182,274 (£1,769,029) (or 50% of the value) minus $45,643 (£37,000) (as agreed to by the parties). | |||||||
Litigation Case [Member] | ||||||||
Name of plaintiff | Mr. Oliver Bengough | |||||||
Name of defendant | OCHL, OCL, KOKO UK and Mr. Ellin (collectively, the "Respondents"). | |||||||
Domicile of litigation | High Court of Justice, Chancery Division (the "Court") | |||||||
Description of allegations | In the Petition, Mr. Bengough claimed, among other things, certain breaches of duty by Mr. Ellin in connection with the corporate operations of the Respondents, as well as a "deterioration" of the relationship between the parties. OCHL was formed by OCL's stockholders for the sole purpose of acquiring all of the registered and contributed capital of OCL, is a 50%-owned subsidiary of the Company and is the former parent of OCL. | |||||||
Subsequent Event [Member] | ||||||||
Number of shares issued | 2,000,000 | |||||||
Common stock [Member] | ||||||||
Number of shares issued | 150,000 | |||||||
Settlement Agreement [Member] | Messrs Ellin And Bengough [Member] | Deferred Ordinary Shares [Member] | KOKO (Camden) UK Limited [Member] | ||||||||
Number Of Shares Sold | 2,750 | |||||||
Settlement Agreement [Member] | Messrs Ellin And Bengough [Member] | Common stock [Member] | KOKO (Camden) UK Limited [Member] | ||||||||
Number Of Shares Sold | 48,878 | |||||||
Settlement Agreement [Member] | Escrow Agent [Member] | Litigation Case [Member] | BTG Financial Consulting LLP [Member] | ||||||||
Description of valuation report | The parties and that its analysis yielded that the value of the ordinary shares of OCHL is £3,612,057, therefore entitling us to £1,769,029 (or 50% of the value) minus £37,000 (the "Final Sale Price"). |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) | Aug. 29, 2016shares |
2016 Equity Incentive Plan (the "2016 Plan") [Member] | Board of Directors [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock for issuance | 22,800,000 |
Stockholders' Equity (Deficit48
Stockholders' Equity (Deficit) (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Number of Warrants | ||
Balance outstanding, begining | 3,600,000 | 3,600,000 |
Granted | 6,416,712 | 1,162,500 |
Exercised | (9,866,712) | (1,162,500) |
Forfeited/expired | ||
Balance outstanding, ending | 150,000 | 3,600,000 |
Exercisable, ending | 150,000 | 1,800,000 |
Weighted Average Exercise Price | ||
Granted | $ 0.007 | $ 0.005 |
Exercised | 0.022 | 0.005 |
Forfeited/expired | ||
Exercisable, ending | $ 0.010 | $ 0.1 |
Weighted Average Remaining Contractual Term | ||
Balance outstanding, Begining | 2 years 11 months 26 days | 4 years 1 month 27 days |
Granted | 2 years 10 months 28 days | 2 years 2 months 16 days |
Exercised | 3 years 1 month 24 days | 4 years 2 months 27 days |
Forfeited/expired | 0 years | 0 years |
Balance outstanding, ending | 2 years 11 months 26 days | 4 years 1 month 27 days |
Exercisable, ending | 2 years 11 months 26 days |
Stockholders' Equity (Deficit49
Stockholders' Equity (Deficit) (Details Textual) - USD ($) | Nov. 22, 2016 | Sep. 14, 2016 | Jun. 06, 2016 | Apr. 28, 2014 | Apr. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 21, 2017 | Nov. 24, 2016 | Jun. 02, 2016 | Feb. 21, 2016 | Mar. 31, 2015 | Dec. 31, 2014 | |
Equity method investments | $ 4,889,515 | $ 5,022,347 | $ 4,478,962 | |||||||||||
Number of shares issued, value | $ 5,813 | |||||||||||||
Exercise price (in dollars per share) | $ 1.67 | $ 0.005 | ||||||||||||
Number of shares issued upon services,value | $ 856,500 | |||||||||||||
Number of warrants exercised | 1,162,500 | |||||||||||||
Convertible notes payable | $ 1,403,149 | $ 200,000 | ||||||||||||
Proceeds from warrant exercise | $ 48,123 | |||||||||||||
Common stock, authorized | 500,000,000 | 500,000,000 | ||||||||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||
8% Unsecured Convertible Notes Payable [Member] | ||||||||||||||
Share price (in dollars per share) | $ 1.67 | |||||||||||||
Exercise price (in dollars per share) | $ 0.005 | |||||||||||||
Convertible notes payable | [1] | $ 200,000 | ||||||||||||
Aggregate relative fair value | $ 99,915 | |||||||||||||
Jjat Corp [Member] | ||||||||||||||
Number of shares issued | 58,000,000 | |||||||||||||
Equity method investments | $ 4,200,000 | |||||||||||||
Accredited Investors [Member] | ||||||||||||||
Number of shares issued | 947,500 | |||||||||||||
Number of shares issued, value | $ 9,475 | |||||||||||||
Exercise price (in dollars per share) | $ 0.01 | |||||||||||||
Accredited Investors [Member] | Securities Purchase Agreements [Member] | ||||||||||||||
Number of units issued | 550,000 | 762,500 | ||||||||||||
Number of units issued,value | $ 1,375,000 | $ 612,500 | ||||||||||||
Share price (in dollars per unit) | $ 2.50 | $ 2 | $ 1 | |||||||||||
Accredited Investors [Member] | Securities Purchase Agreements [Member] | Maximum [Member] | ||||||||||||||
Share price (in dollars per share) | 0.005 | |||||||||||||
Accredited Investors [Member] | Securities Purchase Agreements [Member] | Minimum [Member] | ||||||||||||||
Share price (in dollars per share) | $ 0.01 | |||||||||||||
Trinad Capital [Member] | 8% Unsecured Convertible Notes Payable [Member] | ||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | |||||||||||||
Aggregate relative fair value | $ 3,248,948 | $ 1,790,539 | ||||||||||||
Warrant [Member] | ||||||||||||||
Number of shares issued, value | $ 5,813 | |||||||||||||
Exercise price (in dollars per share) | $ 0.01 | |||||||||||||
Number of warrants exercised | 581,250 | 2,950,000 | ||||||||||||
Warrant [Member] | Convertible Debt [Member] | ||||||||||||||
Number of shares issued | 150,000 | 2,583,038 | ||||||||||||
Share price (in dollars per share) | $ 0.005 | $ 0.01 | ||||||||||||
Number of shares issued, value | $ 93,612 | $ 676,518 | ||||||||||||
Number of warrants exercised | 966,536 | |||||||||||||
Convertible notes payable | $ 48,123 | |||||||||||||
Number of cashless warrants exercised | 2,250,000 | |||||||||||||
Warrant [Member] | Convertible Debt One [Member] | ||||||||||||||
Number of shares issued | 250,000 | |||||||||||||
Share price (in dollars per share) | $ 0.005 | |||||||||||||
Number of shares issued, value | $ 226,811 | |||||||||||||
Warrant [Member] | 8% Unsecured Convertible Notes Payable [Member] | ||||||||||||||
Number of shares issued | 205,920 | 200,000 | ||||||||||||
Exercise price (in dollars per share) | $ 0.005 | $ 0.01 | $ 0.005 | |||||||||||
Number of warrants exercised | 205,920 | |||||||||||||
Convertible notes payable | $ 400,000 | |||||||||||||
Proceeds from warrant exercise | $ 1,030 | |||||||||||||
Aggregate relative fair value | $ 341,864 | $ 341,864 | ||||||||||||
Warrant [Member] | Securities Purchase Agreements [Member] | ||||||||||||||
Number of shares issued | 275,000 | |||||||||||||
Warrant [Member] | Eight Accredited Investors [Member] | ||||||||||||||
Share price (in dollars per share) | $ 1 | |||||||||||||
Exercise price (in dollars per share) | $ 0.01 | |||||||||||||
Warrant [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member] | ||||||||||||||
Number of shares in each unit | 1 | 1 | ||||||||||||
Exercise price (in dollars per share) | $ 0.005 | $ 0.01 | ||||||||||||
Expiration period | 3 years | 4 years | ||||||||||||
Warrant [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member] | Maximum [Member] | ||||||||||||||
Exercise price (in dollars per share) | $ 0.005 | |||||||||||||
Warrant [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member] | Minimum [Member] | ||||||||||||||
Exercise price (in dollars per share) | $ 0.01 | |||||||||||||
Warrant [Member] | Trinad Capital [Member] | ||||||||||||||
Number of shares issued | 3,352,754 | |||||||||||||
Share price (in dollars per share) | $ 0.005 | |||||||||||||
Number of shares issued, value | $ 1,661,114 | |||||||||||||
Exercise price (in dollars per share) | $ 0.005 | |||||||||||||
Proceeds from warrant exercise | $ 16,764 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Number of shares issued | 150,000 | |||||||||||||
Share price (in dollars per share) | $ 1 | |||||||||||||
Number of shares issued, value | $ 150,000 | |||||||||||||
Number of shares issued upon services | 1,802,000 | |||||||||||||
Number of shares issued upon services,value | $ 1,802 | |||||||||||||
Common Stock [Member] | Subscription Agreement (Legal advisors) [Member] | ||||||||||||||
Share price (in dollars per share) | 0.50 | |||||||||||||
Common Stock [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member] | ||||||||||||||
Number of shares in each unit | 1 | 1 | ||||||||||||
Common Stock [Member] | Various Consultants & Advisory Board Members [Member] | ||||||||||||||
Number of shares issued upon services | 901,000 | |||||||||||||
Number of shares issued upon services,value | $ 856,500 | |||||||||||||
Common Stock [Member] | Various Consultants & Advisory Board Members [Member] | Maximum [Member] | ||||||||||||||
Share price (in dollars per share) | $ 1 | 1 | ||||||||||||
Common Stock [Member] | Various Consultants & Advisory Board Members [Member] | Minimum [Member] | ||||||||||||||
Share price (in dollars per share) | $ 0.50 | $ 0.50 | ||||||||||||
Common Stock [Member] | Consultants [Member] | ||||||||||||||
Number of shares issued upon services | 1,578,720 | 1,802,000 | ||||||||||||
Number of shares issued upon services,value | $ 2,279,589 | $ 856,500 | ||||||||||||
Number of shares issued upon services to related party | 100,000 | |||||||||||||
Number of shares issued upon services to related party, value | $ 167,000 | |||||||||||||
Common Stock [Member] | Consultants [Member] | Maximum [Member] | ||||||||||||||
Share price (in dollars per unit) | $ 0.25 | |||||||||||||
Number of shares in each unit | 0.50 | |||||||||||||
Common Stock [Member] | Consultants [Member] | Minimum [Member] | ||||||||||||||
Share price (in dollars per unit) | $ 0.50 | |||||||||||||
Number of shares in each unit | 1.67 | |||||||||||||
[1] | On January 19, 2016, the Company issued three 8% unsecured convertible notes payable to investors (the "Lenders") for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. In addition, the Lenders received 400,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The warrants were exercised during the year ended March 31, 2017. The aggregate relative fair value of the 400,000 warrants issued to the Lender was determined to be $99,915 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount upon issuance and was being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727. On June 6, 2016, the Lenders converted $200,000 of principal and $5,918 of interest into 205,918 shares of the Company's common stock at a conversion price of $1 per share. As the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized a beneficial conversion cost of $136,936. As a result of the conversion, the remaining debt discount of $89,727 was fully amortized to interest expense as of the date of conversion. As an inducement for the conversion, the Lenders were issued 205,920 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The aggregate fair value of the 205,920 warrants issued to the Lenders was $341,864 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.20%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). The value of the warrants of $341,864 was considered as additional interest expense upon their issuance. The warrants were exercised immediately into 205,920 shares of the Company's common stock with net proceeds of $1,030 to the Company. |
Income Tax Provision (Details)
Income Tax Provision (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Income Tax Provision [Abstract] | ||
Net operating loss carryforward | $ 6,152,000 | $ 2,708,000 |
Stock-based compensation | 912,000 | 343,000 |
Impairment of note receivable | 85,000 | |
Loss on sale of investment in OCHL | 1,116,000 | |
Equity in earnings of OCHL | (53,000) | (164,000) |
Total deferred tax assets | 8,212,000 | 2,887,000 |
Valuation allowance | (8,212,000) | (2,887,000) |
Net deferred tax asset |
Income Tax Provision (Details 1
Income Tax Provision (Details 1) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Provision [Abstract] | ||
U.S federal statutory income tax | (34.00%) | (34.00%) |
State tax, net of federal tax benefit | (5.80%) | (5.80%) |
Permanent differences | (65.52%) | |
Change in valuation allowance | 105.32% | 39.80% |
Effective tax rate | 0.00% | 0.00% |
Income Tax Provision (Details T
Income Tax Provision (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards expire date | Dec. 31, 2037 | |
Federal [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 15.4 | $ 15.4 |
State [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 6.8 | $ 6.8 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Current Assets | |||
Cash and cash equivalents | $ 1,477,229 | $ 36,898 | $ 36,121 |
Prepaid expense | 21,569 | 15,995 | |
Total Current Assets | 1,498,798 | 52,893 | |
Other Assets | |||
Property and equipment, net | 57,407 | 62,569 | |
Total Assets | 1,556,205 | 5,218,308 | |
Current Liabilities: | |||
Accounts payable and accrued liabilities | 542,035 | 481,412 | |
Note payable | 277,270 | 262,040 | |
Note payable, shareholder | 3,603,446 | 2,784,000 | |
Current portion of unsecured convertible notes, net of discount | 67,858 | ||
Services payable, related party | 239,080 | 1,000,000 | |
Total Current Liabilities | 4,729,689 | 4,877,311 | |
Unsecured convertible notes - related party, net of discount | 11,668 | ||
Unsecured convertible notes, net of discount and current portion | 220,540 | 110,273 | |
Total Liabilities | 4,961,897 | 4,987,584 | |
Stockholders' Deficit: | |||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding | |||
Common stock, $0.001 par value; 500,000,000 shares authorized; 105,996,974 shares issued and outstanding. | 103,997 | 91,997 | |
Additional paid in capital | 24,586,201 | 13,984,898 | |
Accumulated deficit | (28,095,890) | (13,846,171) | |
Total stockholders' deficit | (3,405,692) | 230,724 | $ 2,403,311 |
Total Liabilities and Stockholders' Deficit | 1,556,205 | $ 5,218,308 | |
Pro Forma [Member] | |||
Current Assets | |||
Cash and cash equivalents | 1,477,229 | ||
Prepaid expense | 21,569 | ||
Total Current Assets | 1,498,798 | ||
Other Assets | |||
Property and equipment, net | 175,407 | ||
Intangibles | 3,222,000 | ||
Total Assets | 4,896,205 | ||
Current Liabilities: | |||
Accounts payable and accrued liabilities | 542,035 | ||
Note payable | 277,270 | ||
Note payable, shareholder | 3,603,446 | ||
Current portion of unsecured convertible notes, net of discount | 67,858 | ||
Services payable, related party | 239,080 | ||
Total Current Liabilities | 4,729,689 | ||
Unsecured convertible notes - related party, net of discount | 11,668 | ||
Unsecured convertible notes, net of discount and current portion | 220,540 | ||
Total Liabilities | 4,961,897 | ||
Stockholders' Deficit: | |||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding | |||
Common stock, $0.001 par value; 500,000,000 shares authorized; 105,996,974 shares issued and outstanding. | 105,997 | ||
Additional paid in capital | 27,924,201 | ||
Accumulated deficit | (28,095,890) | ||
Total stockholders' deficit | (65,692) | ||
Total Liabilities and Stockholders' Deficit | $ 4,896,205 |
Subsequent Events (Details 1)
Subsequent Events (Details 1) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Revenue | $ 225,000 | ||
Cost of revenue | |||
Gross profit | [1] | ||
Operating expenses: | |||
Selling, general and administrative | 5,349,801 | 3,619,000 | |
Related party expenses | 360,000 | 360,000 | |
Total operating expenses | 5,709,801 | 3,979,000 | |
Loss from operations | (5,484,801) | (3,979,000) | |
Other income (expenses) | |||
Interest expense, net | (512,152) | (178,498) | |
Other income | 6,667 | ||
Fair value of warrants issued for note extension and inducement to convert | 2,002,977 | ||
Earnings from investment in OCHL | 132,832 | 410,553 | |
Fair value of warrants and beneficial conversion feature on debt conversion | 3,248,948 | ||
Fair value of beneficial conversion feature | 136,936 | ||
Impairment of note receivable - related party | 213,331 | ||
Loss on sale of investment in OCHL | (2,790,073) | ||
Total other income (expenses) | (8,764,918) | 232,055 | |
Net loss | $ (14,249,719) | $ (3,746,944) | |
Net income (Loss) per common share - basic and diluted | $ (0.15) | $ (0.04) | |
Weighted average common shares - basic and diluted | 97,596,206 | 90,082,796 | |
Pro Forma [Member] | |||
Revenue | $ 3,972,000 | $ 5,744,000 | |
Cost of revenue | 1,147,000 | 2,052,000 | |
Gross profit | 2,825,000 | 3,692,000 | |
Operating expenses: | |||
Selling, general and administrative | 9,479,801 | 7,297,000 | |
Related party expenses | 360,000 | 360,000 | |
Total operating expenses | 9,839,801 | 7,657,000 | |
Loss from operations | (7,014,801) | (3,965,000) | |
Other income (expenses) | |||
Interest expense, net | (497,152) | (218,498) | |
Other income | 6,667 | ||
Fair value of warrants issued for note extension and inducement to convert | (2,002,977) | ||
Earnings from investment in OCHL | 132,832 | 410,553 | |
Fair value of warrants and beneficial conversion feature on debt conversion | (136,936) | ||
Fair value of beneficial conversion feature | (136,936) | ||
Impairment of note receivable - related party | (213,331) | ||
Loss on sale of investment in OCHL | (2,790,073) | ||
Total other income (expenses) | (8,749,918) | 192,055 | |
Net loss | $ (15,764,719) | $ (3,772,945) | |
Net income (Loss) per common share - basic and diluted | $ (0.16) | $ (0.04) | |
Weighted average common shares - basic and diluted | 99,596,206 | 92,082,796 | |
[1] | To reflect investment in KoKo under equity method. |
Subsequent Events (Details Text
Subsequent Events (Details Textual) | May 05, 2017USD ($)Officersshares | Jun. 10, 2016USD ($)$ / sharesshares | May 31, 2017USD ($)Officers$ / sharesshares | Apr. 30, 2017USD ($)Officersshares | May 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares |
Number of shares issued, value | $ 5,813 | ||||||
warrants to purchase common stock | shares | 150,000 | 3,600,000 | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.67 | $ 0.005 | |||||
Proceeds from Related Party Debt | $ 105,000 | ||||||
Percentage of equity financing | 50.00% | ||||||
Fair value of warrants | $ 1,447,066 | ||||||
Unsecured Convertible Notes Payable [Member] | |||||||
Total gross proceeds from securities | $ 5,000,000 | ||||||
warrants to purchase common stock | shares | 797,500 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||||
Total cash principal | $ 1,595,000 | ||||||
Fair value of warrants | $ 723,533 | ||||||
Conversion price, Description | As of the issuance dates of these notes, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company expects to recognize a beneficial conversion feature of $723,533. | ||||||
Trinad Capital [Member] | Senior Notes [Member] | |||||||
Proceeds from Related Party Debt | 95,100 | ||||||
Accredited Investors [Member] | |||||||
Total gross proceeds from securities | $ 1,250,000 | $ 1,250,000 | |||||
Number of shares issued | shares | 250,000 | ||||||
Purchase price per share (in dollars per share) | $ / shares | $ 5 | ||||||
Investor [Member] | |||||||
Number of shares issued | shares | 947,500 | ||||||
Number of shares issued, value | $ 9,475 | ||||||
warrants to purchase common stock | shares | 947,500 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||||
Total consideration of common stock | shares | 737,500 | ||||||
Subsequent Event [Member] | |||||||
Number of shares issued | shares | 2,000,000 | ||||||
Number of shares issued, value | $ 3,340,000 | ||||||
Subsequent Event [Member] | Third officer [Member] | |||||||
Common stock granted shares | shares | 400,000 | 400,000 | |||||
Subsequent Event [Member] | Employment Agreements [Member] | First tranche [Member] | |||||||
Shares vested | shares | 200,000 | 200,000 | |||||
Description Of Shares Vesting | Remaining number of shares vesting monthly thereafter, with 100% vesting over the 24-month term of the employment agreement. | Remaining number of shares vesting monthly thereafter, with 100% vesting over the 24-month term of the employment agreement. | |||||
Subsequent Event [Member] | Employment Agreements [Member] | officer [Member] | |||||||
Officers annual salary | $ 120,000 | $ 120,000 | |||||
Officers annual salary term | 2 years | 2 years | |||||
Number of officers | Officers | 2 | 2 | |||||
Common stock granted value | $ 501,000 | $ 501,000 | |||||
Common stock granted shares | shares | 300,000 | 300,000 | |||||
Subsequent Event [Member] | Employment Agreements [Member] | Second officer [Member] | |||||||
Number of shares issued, value | $ 668,000 | $ 668,000 | |||||
Officers annual salary | $ 180,000 | $ 180,000 | |||||
Officers annual salary term | 2 years | 2 years | |||||
Number of officers | Officers | 2 | 2 | |||||
Common stock granted value | $ 501,000 | $ 501,000 | |||||
Common stock granted shares | shares | 300,000 | 300,000 | |||||
Bonus received | $ 100,000 | $ 100,000 | $ 100,000 | ||||
Bonus received shares | shares | 2,000,000 | 2,000,000 | |||||
Subsequent Event [Member] | Management Agreement [Member] | |||||||
Related party due services payable | $ 1,000,000 | ||||||
Debt term | 3 years | ||||||
Subsequent Event [Member] | 6% unsecured convertible note payables [Member] | |||||||
Purchase price per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Subsequent Event [Member] | Investor [Member] | |||||||
warrants to purchase common stock | shares | 2,880,539 | 2,880,539 | |||||
Subsequent Event [Member] | Institutional Investor [Member] | |||||||
Total gross proceeds from securities | $ 5,000,000 | ||||||
Subsequent Event [Member] | Wantickets [Member] | |||||||
Description of notes due | Net income of $3 million in the twelve months following the effective date of his employment agreement or net income of $4 million in the twelve months thereafter. | ||||||
Total consideration of common stock | shares | 2,000,000 | ||||||
Business acquisition, description | Pursuant to the APA and the Letter Agreement, dated as of May 5, 2017 (the "Letter Agreement"), entered into among the Company, LXL Tickets and Mr. Schnaier, the parties agreed that, commencing May 5, 2017, Mr. Schnaier will promptly pay for all of LXL Tickets' net losses of its business for each calendar month (or pro rata thereof), up to a total of $100,000 per month, and for any liabilities exceeding $100,000 in the aggregate that arose from April 1, 2017 to May 5, 2017 (inclusive), until the earlier of (x) such time as a public offering is consummated or (b) May 5, 2018 (such earlier date as between clause (x) and (y). | ||||||
Subsequent Event [Member] | Wantickets [Member] | officer [Member] | |||||||
Officers annual salary | $ 220,000 | ||||||
Officers annual salary term | 2 years | ||||||
Number of officers | Officers | 2 | ||||||
Subsequent Event [Member] | Wantickets [Member] | Other officer [Member] | |||||||
Officers annual salary | $ 160,000 | ||||||
Common stock granted shares | shares | 15,000 |