Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2015 | Feb. 19, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | LOTON, CORP | |
Entity Central Index Key | 1,491,419 | |
Document Type | 10-Q | |
Trading Symbol | ltnr | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 45,697,072 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2015 | Mar. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 1,314,553 | $ 866,951 |
Accounts receivable | 20,943 | 67,876 |
Inventories | 54,084 | 161,977 |
Prepayments and other current assets | 330,933 | 460,226 |
Deferred taxes | 36,264 | 36,345 |
Total Current Assets | 1,756,777 | 1,593,375 |
PROPERTY AND EQUIPMENT | ||
Leasehold improvements | 1,239,229 | 1,241,986 |
Furniture, fixtures and office equipment | 409,887 | 402,997 |
Production and entertainment equipment | 1,392,648 | 1,343,851 |
Accumulated depreciation | (2,135,423) | (2,038,626) |
Property and Equipment, net | 906,341 | 950,208 |
INTANGIBLE ASSETS | ||
Trademarks | 14,661 | 14,694 |
Website development costs | 34,137 | 34,213 |
Accumulated amortization | (39,636) | (39,356) |
Intangible Assets, net | 9,162 | 9,551 |
Total Assets | 2,672,280 | 2,553,134 |
CURRENT LIABILITIES | ||
Accounts payable | 1,062,793 | 843,667 |
Deferred rent, current portion | 80,521 | 80,700 |
Income taxes payable | 415,527 | 241,813 |
Management service obligation - related party | 1,000,000 | 1,000,000 |
Notes payable - related parties | 3,185,624 | $ 1,701,124 |
Notes payable | 253,507 | |
VAT tax payable and payroll liabilities | 243,103 | $ 202,024 |
Advances from related parties | 166,957 | 127,467 |
Accrued expenses and other current liabilities | 343,671 | 601,324 |
Total Current Liabilities | $ 6,751,703 | 4,798,119 |
NON-CURRENT LIABILITIES | ||
Note payable | 242,498 | |
Deferred rent | $ 985,916 | 1,049,114 |
Total Non-Current Liabilities | 985,916 | 1,291,612 |
Total Liabilities | $ 7,737,619 | $ 6,089,731 |
DEFICIT | ||
Preferred stock, par value $0.001: 1,000,000 shares authorized; none issued or outstanding | ||
Common stock, par value $0.001: 75,000,000 shares authorized; 45,697,072 and 43,275,822 shares issued and outstanding, respectively | $ 45,697 | $ 43,276 |
Additional paid-in capital | 4,055,964 | 2,440,947 |
Accumulated deficit | (8,688,473) | (5,272,900) |
Accumulated other comprehensive loss: | ||
Foreign currency translation loss | (24,628) | (25,932) |
Total Loton Corp. Stockholders' Deficit | (4,611,440) | (2,814,609) |
Total Non-Controlling Interest | (453,899) | (721,988) |
Total Deficit | (5,065,339) | (3,536,597) |
Total Liabilities and Deficit | 2,672,280 | 2,553,134 |
Capital stock | ||
Accumulated other comprehensive loss: | ||
Total Non-Controlling Interest | 1 | 1 |
Retained Earnings / Accumulated Deficit | ||
Accumulated other comprehensive loss: | ||
Total Non-Controlling Interest | (429,272) | (696,058) |
Total Deficit | (8,688,473) | (5,272,900) |
Foreign currency translation loss | ||
Accumulated other comprehensive loss: | ||
Total Non-Controlling Interest | $ (24,628) | $ (25,931) |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2015 | Mar. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 45,697,072 | 43,275,822 |
Common stock, shares outstanding | 45,697,072 | 43,275,822 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,185,959 | $ 2,301,881 | $ 5,322,665 | $ 5,738,531 |
Cost of Revenue | 280,110 | 319,121 | 734,179 | 851,939 |
Gross Margin | 1,905,849 | $ 1,982,760 | 4,588,486 | $ 4,886,592 |
Operating Expenses | ||||
Direct operating costs | 93,924 | 317,741 | ||
Selling expenses | 106,860 | $ (21,578) | 313,956 | $ 189,142 |
Rent | 199,123 | 194,883 | 605,907 | 608,566 |
Professional fees | 17,362 | 134,784 | 475,812 | 473,416 |
Management services - related parties | 120,331 | 121,592 | 362,578 | 488,998 |
Salary and wages | 390,799 | 410,179 | 992,307 | 1,091,674 |
Consulting fees | $ 575,662 | $ 403,202 | $ 1,644,460 | 1,373,508 |
Acquisition professional costs | 1,376,124 | |||
General and administrative expenses | $ 858,334 | $ 718,594 | $ 2,723,194 | 2,135,416 |
Total operating expenses | 2,362,395 | 1,961,656 | 7,435,955 | 7,736,844 |
Loss from operations | $ (456,546) | 21,104 | $ (2,847,469) | (2,850,252) |
Other (income) expense | ||||
Settlement costs of potential claim | 2,600,080 | 2,600,080 | ||
Interest expense | $ 28,874 | 35,226 | $ 120,965 | 96,486 |
Other (income) expense, net | 28,874 | 2,635,306 | 120,965 | 2,696,566 |
Loss before income tax provision | (485,420) | (2,614,202) | (2,968,434) | (5,546,818) |
Income tax provison | 82,544 | 127,588 | 180,353 | 222,855 |
Net income (loss) | ||||
Net income (loss) before non-controlling interest | (567,964) | (2,741,790) | (3,148,787) | (5,769,673) |
Net income (loss) attributable to non-controlling interest | 190,497 | 219,863 | 266,786 | (467,376) |
Net income (loss) attributable to Loton Corp. stockholders | (758,461) | (2,961,653) | (3,415,573) | (5,302,297) |
Other comprehensive income (loss) | ||||
FX translation gain (loss) | (4,638) | (24,413) | 2,607 | (31,163) |
FX translation gain (loss) attributable to non-controlling interest | (2,319) | (12,207) | 1,303 | (15,582) |
Other comprehensive income (loss) attributable to Loton Corp stockholders | (2,319) | (12,206) | 1,304 | (15,581) |
Comprehensive income (loss) | $ (760,780) | $ (2,973,859) | $ (3,414,269) | $ (5,317,878) |
Earnings Per Share: | ||||
- basic and diluted | $ (0.01) | $ (0.07) | $ (0.07) | $ (0.15) |
Weighted average common shares outstanding: | ||||
- basic and diluted | 45,923,473 | 39,525,521 | 45,298,731 | 38,615,044 |
Consolidated Statement of Equit
Consolidated Statement of Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Deferred Compensation (Calculation Only) | Additional Paid-in Capital | Retained Earnings / Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Loton Corp. Stockholders' Equity (Deficit) | Non-controlling Interest Capital Stock | Non-controlling Interest Retained Earnings (Accumulated Deficit) | Non-controlling Interest Accumulated Other Comprehensive Income (Loss) | Total Noncontrolling Interest [Member] | Total |
Balance, at beginning at Mar. 31, 2014 | $ 29,000 | $ (28,998) | $ (28,998) | $ 160,026 | $ (21,819) | $ 138,209 | $ 1 | $ 160,025 | $ (21,818) | $ 138,208 | $ 276,417 | |
Balance, at beginning (in shares) at Mar. 31, 2014 | 29,000,000 | |||||||||||
Reverse acqusition adjustment | $ 8,576 | (2,379,763) | $ (11,461) | (2,391,224) | (2,382,648) | (2,382,648) | ||||||
Reverse acqusition adjustment (in shares) | 8,576,666 | |||||||||||
50% of acquisition related costs recorded as deemed dividend non-controlling interest | (1,135,042) | (1,135,042) | (1,135,042) | |||||||||
Amortization of warrants issued to related party for services received | $ 11,461 | 11,461 | 11,461 | 11,461 | ||||||||
Issuance of common stock to Advisory members for one year service in October and December 2013 earned during the period | $ 342 | 341,325 | 341,325 | 341,667 | 341,667 | |||||||
Issuance of common stock to Advisory members for one year service in October and December 2013 earned during the period (in shares) | 341,667 | |||||||||||
Issuance of common stock to consultants for one year service in October and November 2013 earned during the period | $ 89 | 88,661 | 88,661 | 88,750 | 88,750 | |||||||
Issuance of common stock to consultants for one year service in October and November 2013 earned during the period (in shares) | 88,750 | |||||||||||
Issuance of common stock to consultants for one year service in February and April 2014 earned during the period | $ 113 | 112,804 | 112,804 | 112,917 | 112,917 | |||||||
Issuance of common stock to consultants for one year service in February and April 2014 earned during the period (in shares) | 112,917 | |||||||||||
Issuance of common stock to Advisory members for one year service in May and June 2014 earned during the period | $ 129 | 129,038 | 129,038 | 129,167 | 129,167 | |||||||
Issuance of common stock to Advisory members for one year service in May and June 2014 earned during the period (in shares) | 129,167 | |||||||||||
Issuance of common stock to Advisory members for one year service in October and November 2014 earned during the period | $ 108 | 108,225 | 108,225 | 108,333 | 108,333 | |||||||
Issuance of common stock to Advisory members for one year service in October and November 2014 earned during the period (in shares) | 108,333 | |||||||||||
Issuance of common stock to consultants for one year service in November 2014 earned during the period | $ 57 | 56,610 | 56,610 | 56,667 | 56,667 | |||||||
Issuance of common stock to consultants for one year service in November 2014 earned during the period (in Shares) | 56,667 | |||||||||||
Issuances of common shares for warrant exercises at $.01 per share | $ 2,950 | 26,550 | 26,550 | 29,500 | 29,500 | |||||||
Issuances of common shares for warrant exercises at $.01 per share (in shares) | 2,950,000 | |||||||||||
Issuance of common shares in settlement of accounts payable | $ 955 | 476,539 | 476,539 | 477,494 | 477,494 | |||||||
Issuance of common shares in settlement of accounts payable (in shares) | 954,988 | |||||||||||
Issuance of common shares for cash at $1.00 per share in September 2014 | $ 150 | 149,850 | 149,850 | 150,000 | 150,000 | |||||||
Issuance of common shares for cash at $1.00 per share in September 2014 (in shares) | 150,000 | |||||||||||
Issuance of equity units for cash at $1.00 per unit between November 2014 and December 2014 | $ 575 | 574,425 | 574,425 | 575,000 | 575,000 | |||||||
Issuance of equity units for cash at $1.00 per unit between November 2014 and December 2014 (in shares) | 575,000 | |||||||||||
Issuance of common stock for services | $ 40 | 39,960 | 39,960 | 40,000 | 40,000 | |||||||
Issuance of common stock for services (in shares) | 40,000 | |||||||||||
Issuance of warrants in settlement of potential claim | 2,600,080 | 2,600,080 | 2,600,080 | 2,600,080 | ||||||||
Issuance of common stock to consultants for one year service in February and March 2015 earned during the period | $ 25 | 12,475 | 12,475 | 12,500 | 12,500 | |||||||
Issuance of common stock to consultants for one year service in February and March 2015 earned during the period (in shares) | 25,000 | |||||||||||
Issuance of common stock to Advisory members for one year service in January, February and March 2015 earned during the period | $ 67 | 33,266 | 33,266 | 33,333 | 33,333 | |||||||
Issuance of common stock to Advisory members for one year service in January, February and March 2015 earned during the period (in shares) | 66,667 | |||||||||||
Issuance of equity units for cash at $1.00 per unit on March 19, 2015 | $ 100 | 99,900 | 99,900 | 100,000 | 100,000 | |||||||
Issuance of equity units for cash at $1.00 per unit on March 19, 2015 (in shares) | 100,000 | |||||||||||
Comprehensive income (loss) | ||||||||||||
Net loss | (5,432,926) | (5,432,926) | 278,959 | 278,959 | (5,153,967) | |||||||
Foreign currency translation gain | (4,113) | (4,113) | (4,113) | (4,113) | (8,226) | |||||||
Total comprehensive income (loss) | (5,437,039) | 274,846 | (5,162,193) | |||||||||
Balance at end at Mar. 31, 2015 | $ 43,276 | 2,440,947 | 2,440,947 | (5,272,900) | (25,932) | (2,814,609) | 1 | (696,058) | (25,931) | (721,988) | (3,536,597) | |
Balance, at end (in shares) at Mar. 31, 2015 | 43,275,822 | |||||||||||
Issuance of common stock to Advisory members for one year service in May and June 2014 earned during the period | $ 21 | 20,812 | 20,812 | 20,833 | 20,833 | |||||||
Issuance of common stock to Advisory members for one year service in May and June 2014 earned during the period (in shares) | 20,833 | |||||||||||
Issuance of common stock to Advisory members for one year service in October and November 2014 earned during the period | $ 167 | 166,500 | 166,500 | 166,667 | 166,667 | |||||||
Issuance of common stock to Advisory members for one year service in October and November 2014 earned during the period (in shares) | 166,667 | |||||||||||
Issuance of common stock to consultants for one year service in November 2014 earned during the period | $ 113 | 113,220 | 113,220 | 113,333 | 113,333 | |||||||
Issuance of common stock to consultants for one year service in November 2014 earned during the period (in Shares) | 113,333 | |||||||||||
Issuances of common shares for warrant exercises at $.01 per share | $ 581 | 6,232 | 6,232 | 6,813 | $ 6,813 | |||||||
Issuances of common shares for warrant exercises at $.01 per share (in shares) | 581,250 | |||||||||||
Issuance of warrants in settlement of potential claim | ||||||||||||
Issuance of common stock to consultants for one year service in February and March 2015 earned during the period | $ 150 | 74,850 | 74,850 | 75,000 | $ 75,000 | |||||||
Issuance of common stock to consultants for one year service in February and March 2015 earned during the period (in shares) | 150,000 | |||||||||||
Issuance of common stock to consultants for one year service in April and June 2015 earned during the period | $ 44 | 21,831 | 21,831 | 21,875 | 21,875 | |||||||
Issuance of common stock to consultants for one year service in April and June 2015 earned during the period (in shares) | 43,750 | |||||||||||
Issuance of common stock to media publishing firm for services | $ 15 | 7,485 | 7,485 | 7,500 | 7,500 | |||||||
Issuance of common stock to media publishing firm for services (in shares) | 15,000 | |||||||||||
Issuance of common stock to consultants for live productions | $ 45 | 44,955 | 44,955 | 45,000 | 45,000 | |||||||
Issuance of common stock to consultants for live productions (in shares) | 45,000 | |||||||||||
Issuance of equity units for cash at $1.00 per unit on July 19, 2015 | $ 150 | 149,850 | 149,850 | 150,000 | 150,000 | |||||||
Issuance of equity units for cash at $1.00 per unit on July 19, 2015 (in shares) | 150,000 | |||||||||||
Issuance of equity units for cash at $2.00 per unit between July 23, 2015 and September 21, 2015 | $ 131 | 262,369 | 262,369 | 262,500 | 262,500 | |||||||
Issuance of equity units for cash at $2.00 per unit between July 23, 2015 and September 21, 2015 shares | 131,250 | |||||||||||
Issuance of common stock to Advisory members for one year service in January, February and March 2015 earned during the period | $ 337 | 168,413 | 168,413 | 168,750 | 168,750 | |||||||
Issuance of common stock to Advisory members for one year service in January, February and March 2015 earned during the period (in shares) | 337,500 | |||||||||||
Issuance of common stock to Advisory members for one year service in July and August 2015 earned during the period | $ 67 | 66,600 | 66,600 | 66,667 | 66,667 | |||||||
Issuance of common stock to Advisory members for one year service in July and August 2015 earned during the period (in shares) | 66,667 | |||||||||||
Common stock issued to CRO for future services in October 2015 fully earned during quarter ending December 31, 2015 | $ 250 | 249,750 | 249,750 | 250,000 | 250,000 | |||||||
Common stock issued to CRO for future services in October 2015 fully earned during quarter ending December 31, 2015 (in shares) | 250,000 | |||||||||||
Issuance of equity units for cash at $2.00 per unit in December 2015 | $ 100 | 199,900 | 199,900 | 200,000 | 200,000 | |||||||
Issuance of equity units for cash at $2.00 per unit in December 2015 (in shares) | 100,000 | |||||||||||
Common shares issued to VP for future services on October 6, 2015 | $ 250 | 249,750 | 249,750 | 250,000 | 250,000 | |||||||
Common shares issued to VP for future services on October 6, 2015(in shares) | 250,000 | |||||||||||
Common shares issued to VP for future services on October 6, 2015 | $ (250,000) | (250,000) | (250,000) | (250,000) | ||||||||
Common shares issued to VP for future services on October 6, 2015 earned during quarter ended December 31, 2015 | 62,500 | 62,500 | 62,500 | 62,500 | ||||||||
Comprehensive income (loss) | ||||||||||||
Net loss | (3,415,573) | (3,415,573) | 266,786 | 266,786 | (3,148,787) | |||||||
Foreign currency translation gain | 1,304 | 1,304 | 1,303 | 1,303 | 2,607 | |||||||
Total comprehensive income (loss) | (3,414,269) | 268,089 | (3,146,180) | |||||||||
Balance at end at Dec. 31, 2015 | $ 45,697 | $ 4,243,464 | $ (187,500) | $ 4,055,964 | $ (8,688,473) | $ (24,628) | $ (4,611,440) | $ 1 | $ (429,272) | $ (24,628) | $ (453,899) | $ (5,065,339) |
Balance, at end (in shares) at Dec. 31, 2015 | 45,697,072 |
Consolidated Statement of Equi6
Consolidated Statement of Equity (Deficit) (Parenthetical) - $ / shares | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Stock Issue Price Per Share For Warrant Exercises | $ 0.01 | $ 0.01 |
Stock Issue Price Per Share For Cash | $ 2 | $ 1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | ||
Net loss before non-controlling interest | $ (3,148,787) | $ (5,769,673) |
Adjustments to reconcile net income (loss) before non-controlling interest to net cash used in operating activities | ||
Depreciation expense | 104,761 | 130,218 |
Amortization expense | 380 | 612 |
Common shares and warrants issued for services | $ 998,125 | 725,629 |
Warrants issued for settlement of potential claims | 2,600,080 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | $ 48,420 | 71,129 |
Inventories | 111,299 | 5,908 |
Prepayments and other current assets | 134,472 | 504,312 |
Accounts payable | 213,592 | 54,054 |
Income tax payable | 180,353 | 222,855 |
Advances from(to) related parties | 67,532 | |
Payroll liabilities | 43,315 | 158,276 |
Accrued interest on notes payable - related party | 84,883 | $ 24,160 |
Accrued interest on notes payable | 11,009 | |
Accrued expenses and other current liabilities | $ (346,896) | $ (31,526) |
Management service obligation - related party | 138,882 | |
Deferred rent | $ (63,000) | (67,627) |
Net cash used in operating activities | $ (1,560,542) | (1,232,711) |
Cash flows from investing activities | ||
Cash acquired from business acquisition | 85,608 | |
Purchases of property and equipment | $ (61,396) | (56,012) |
Net cash provided by (used in) investing activities | (61,396) | 29,596 |
Cash flows from financing activities | ||
Advances from (repayments to) related parties | (28,026) | (253,851) |
Proceeds from notes payable - related parties | 1,924,000 | 1,576,124 |
Proceeds from warrants exercised | 6,813 | 24,000 |
Repayments of notes payable - related parties | $ (439,500) | $ (500,000) |
Proceeds from long-term debt | ||
Proceeds from sale of common stock | $ 612,500 | $ 725,000 |
Net cash provided by financing activities | 2,075,787 | 1,571,273 |
Effect of exchange rate changes on cash | (6,246) | (75,402) |
Net change in cash | 447,603 | 292,756 |
Cash at beginning of the period | 866,951 | 731,208 |
Cash at end of the period | 1,314,553 | $ 1,023,964 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||
Interest paid | $ 17,794 | |
Income tax paid | $ 92,277 | |
NON CASH FINANCING AND INVESTING ACTIVITIES: | ||
Accounts payable settled in note payable | 242,498 | |
Accounts payable settled in common stock | $ 477,494 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 – Organization and Operations Loton Corp Loton, Corp (the “Company”) was incorporated under the laws of the State of Nevada on December 28, 2009. LiveXLive, Corp. (formerly FestreamTV, Corp.) LiveXLive, Corp. (“LXL”), a wholly-owned subsidiary of the Company, was incorporated under the laws of the State of Delaware on February 24, 2015. LXL’s mission is to aggregate live music and content driven by live music through mutually beneficial relationships with the world’s top talent, music companies, festivals and promoters and to provide fans with the opportunity to see their favorite festivals, concerts and experiences on any screen they choose across all video platforms and devices from mobile to home. Obar Camden Ltd. Obar Camden Ltd. ("Obar Camden" or "OCL"), an indirect, 50%-owned subsidiary of the Company, was incorporated on November 13, 2003 as a private limited company registered in England and Wales. Obar Camden engages in the operations of the nightclub and live music venue “KOKO” in Camden, London. Obar Camden Holdings Limited Obar Camden Holdings Limited ("OCHL") was incorporated on October 17, 2012 as a private limited company registered in England and Wales. OCHL was formed by Obar Camden’s stockholders for the sole purpose of acquiring all of the registered and contributed capital of Obar Camden. Upon formation, OCHL issued ten (10) shares of the newly formed corporation’s ordinary shares to a significant stockholder of Obar Camden Ltd. No value was given to the shares issued, therefore, the shares were recorded to reflect the £0.50 par value and paid in capital was recorded as a negative amount of (£0.50). OCHL is a 50%-owned subsidiary of the Company and is the parent of OCL. From October 17, 2012 to November 20, 2012, the date of the recapitalization, OCHL was inactive and had no assets or liabilities. Merger of Obar Camden Ltd. On November 20, 2012, OCHL acquired all of the issued and outstanding ordinary shares of Obar Camden from its stockholders in exchange for issuing 97,746 shares of OCHL’s ordinary shares to such stockholders. The number of shares issued represented 99.99% of the issued and outstanding ordinary shares immediately after the consummation of the Obar Camden acquisition. As a result of the transfer of ownership interests of the former stockholders of Obar Camden, for financial statement reporting purposes, the merger between OCHL and Obar Camden has been treated as a reverse acquisition with Obar Camden deemed the accounting acquirer and OCHL deemed the accounting acquiree under the acquisition method of accounting in accordance with section 805-10-55 of the FASB Accounting Standards Codification. The reverse merger is deemed a capital transaction and the net assets of Obar Camden (the accounting acquirer) were carried forward to OCHL (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilized the capital structure of OCHL and the assets and liabilities of Obar Camden which were recorded at historical cost. The equity of the combined entity is the historical equity of Obar Camden retroactively restated to reflect the number of shares issued by OCHL in the transaction. Acquisition of Obar Camden Holdings Limited Treated as a Reverse Acquisition On April 28, 2014, Loton, Corp consummated an Agreement and Plan of Merger (the “Merger Agreement”), by and among Loton, Loton Acquisition Sub I, Inc., a Delaware corporation (“Acquisition Sub”) and KoKo (Camden) Holdings (US), Inc. (“KoKo Parent”), a Delaware corporation and wholly-owned subsidiary of JJAT Corp. (“JJAT”), a Delaware corporation wholly-owned by Robert Ellin, the Company’s Executive Chairman, President, Director and controlling shareholder (“Mr. Ellin”), and his affiliates (the “Merger”). As a result of the Merger, KoKo Parent became a wholly-owned subsidiary of Loton, and Loton’s primary business became that of KoKo Parent and its subsidiaries, KoKo (Camden) Limited, a private limited company registered in England and Wales (“KoKo UK”) which owns 50% of OCHL, which in turn wholly-owns its operating subsidiary OBAR Camden. Upon the closing of the Merger, pursuant to the terms of the Merger Agreement, KoKo Parent’s former sole shareholder, JJAT, received 29,000,000 shares of Loton Corp’s common stock, or approximately 77.2% of the issued and outstanding common stock immediately after the consummation of the Merger Agreement. As a result of the controlling financial interest of the former stockholder of OCHL, for financial statement reporting purposes, the Merger has been treated as a reverse acquisition with OCHL deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with section 805-10-55 of the FASB Accounting Standards Codification. The reverse acquisition is deemed a capital transaction and the net assets of OCHL (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of OCHL which are recorded at their historical cost. The equity of the Company is the historical equity of OCHL, taking into consideration the 50% non-controlling interest, retroactively restated to reflect the number of shares issued by the Company in the transaction. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 9 Months Ended |
Dec. 31, 2015 | |
Organization And Operations | |
Significant and Critical Accounting Policies and Practices | Note 2 - Significant and Critical Accounting Policies and Practices The management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals), which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the fiscal year ended March 31, 2015 and notes thereto contained in the Company’s Form 10-K filed with the SEC on July 14, 2015. Fiscal Year End On June 30, 2014, in connection with the closing of the Merger, the Company changed its fiscal year-end date from April 30 to March 31. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported 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). Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a Going Concern (ii) Allowance for Doubtful Accounts (iii) Inventory Obsolescence and Markdowns (iv) Fair value of long-lived assets: (v) Valuation allowance for deferred tax assets: (vi) Estimates and assumptions used in valuation of equity instruments: These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. 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. Principles of Consolidation The Company applies the guidance of Topic 810 “Consolidation” The Company's consolidated subsidiary and/or entity is as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest LiveXLive, Corp. (formerly FestreamTV, Corp.) Delaware February 24, 2015 100 % KoKo (Camden) Holdings (US), Inc. Delaware March 17, 2014 100 % Koko (Camden) Limited United Kingdom November 7, 2013 100 % Obar (Camden) Holdings Limited United Kingdom October 17, 2012 50 % Obar (Camden) Limited United Kingdom November 13, 2003 50 % The consolidated financial statements include all accounts of the Company and the consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended. All inter-company balances and transactions have been eliminated. Reverse Acquisition Identification of the Accounting Acquirer The Company considers factors in ASC paragraphs 805-10-55-10 through 55-15 in identifying accounting acquirer. The Company uses the existence of a controlling financial interest to identify the acquirer—the entity that obtains control of the acquiree. Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests, including the following: a) The relative voting rights in the combined entity after the business combination. The acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity taking into consideration the existence of any unusual or special voting arrangements and options, warrants, or convertible securities; b) The existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest. The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity; c) The composition of the governing body of the combined entity. The acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity; d) The composition of the senior management of the combined entity. The acquirer usually is the combining entity whose former management dominates the management of the combined entity; and e) The terms of the exchange of equity interests. The acquirer usually is the combining entity that pays a premium over the pre-combination fair value of the equity interests of the other combining entity or entities. The acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly larger than that of the other combining entity or entities. Pursuant to ASC Paragraph 805-40-05-2 as one example of a reverse acquisition, a private operating entity may arrange for a public entity to acquire its equity interests in exchange for the equity interests of the public entity. In this situation, the public entity is the legal acquirer because it issued its equity interests, and the private entity is the legal acquiree because its equity interests were acquired. However, application of the guidance in paragraphs 805-10-55-11 through 55-15 results in identifying: a) The public entity as the acquiree acquirer Measuring the Consideration Transferred and Non-controlling Interest Pursuant to ASC Paragraphs 805-40-30-2 and 30-3 in a reverse acquisition, the accounting acquirer usually issues no consideration for the acquiree acquisition-date fair value Acquisition-Related Costs Pursuant to FASB ASC Paragraph 805-10-25-23 acquisition-related costs are costs the acquirer incurs to effect a business combination. Those costs include finder’s fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and costs of registering and issuing debt and equity securities. The acquirer shall account for acquisition related costs as expenses in the periods in which the costs are incurred and the services are received, with one exception. The costs to issue debt or equity securities shall be recognized in accordance with other applicable GAAP. Presentation of Consolidated Financial Statements Post Reverse Acquisition Pursuant to ASC Paragraphs 805-40-45-1 and 45-2 consolidated financial statements following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in those consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree). The consolidated financial statements reflect all of the following: a) The assets and liabilities of the legal subsidiary (the accounting acquirer) recognized and measured at their pre-combination carrying amounts; b) The assets and liabilities of the legal parent (the accounting acquiree) recognized and measured in accordance with the guidance in Topic 805 "business combinations" c) The retained earnings and other equity balances of the legal subsidiary (accounting acquirer) before the business combination; and d) The amount recognized as issued equity interests in the consolidated financial statements determined by adding the issued equity interest of the legal subsidiary (the accounting acquirer) outstanding immediately before the business combination to the fair value However, the equity structure (that is, the number and type of equity interests issued) reflects the equity structure of the legal parent (the accounting acquiree), including the equity interests the legal parent issued to effect the combination. Accordingly, the equity structure of the legal subsidiary (the accounting acquirer) is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition. e. The non-controlling interest Pursuant to ASC Paragraphs 805-40-45-4 and 45-5 In calculating the weighted-average number of common shares outstanding (the denominator of the earnings-per-share (“EPS”) calculation) during the period in which the reverse acquisition occurs: a. The number of common shares outstanding from the beginning of that period to the acquisition date Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification 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 fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and payroll liabilities approximate their fair values because of the short maturity of these instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. Fair Value of Non-Financial Assets or Liabilities Measured on a Recurring Basis The Company’s non-financial assets include inventories. The Company identifies potentially excess and slow-moving inventories by evaluating turn rates, inventory levels and other factors. Excess quantities are identified through evaluation of inventory aging, review of inventory turns and historical sales experiences. The Company provides lower of cost or market reserves for such identified excess and slow-moving inventories. The Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical inventory cycle counts. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited. Pursuant to ASC Paragraph 360-10-35-21, the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: a) A significant decrease in the market price of a long-lived asset (asset group); b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Pursuant to ASC Paragraphs 360-10-35-29 through 35-36 Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall include only the future cash flows (cash inflows less associated cash outflows) that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset (asset group). Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall incorporate the entity’s own assumptions about its use of the asset (asset group) and shall consider all available evidence. The assumptions used in developing those estimates shall be reasonable in relation to the assumptions used in developing other information used by the entity for comparable periods, such as internal budgets and projections, accruals related to incentive compensation plans, or information communicated to others. However, if alternative courses of action to recover the carrying amount of a long-lived asset (asset group) are under consideration or if a range is estimated for the amount of possible future cash flows associated with the likely course of action, the likelihood of those possible outcomes shall be considered. A probability-weighted approach may be useful in considering the likelihood of those possible outcomes. Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall be made for the remaining useful life of the asset (asset group) to the entity. For long -lived assets (asset groups) that have uncertainties both in timing and amount, an expected present value technique will often be the appropriate technique with which to estimate fair value. Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5, an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Pursuant to FASB ASC paragraph 310-10-35-47, trade receivables that management has the intent and ability to hold for the foreseeable future shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts. The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9, losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) the amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay. Bad debt expense is included in general and administrative expenses, if any. Pursuant to FASB ASC paragraph 310-10-35-41, credit losses for trade receivables (uncollectible trade receivables), which may be for all or part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged off shall be recorded when received. The Company charges off its trade account receivables against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There was no allowance for doubtful accounts at December 31, 2015 or March 31, 2015. Inventories Inventory Valuation The Company values inventories, consisting of consumables and purchased merchandise for resale, at the lower of cost or market. Cost is determined on the first-in and first-out (“FIFO”) method. The Company reduces inventories for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) current sales data, (ii) estimates of future demand, (iii) competitive pricing pressures, and (iv) product expiration dates. Inventory Obsolescence and Markdowns The Company evaluates its current level of inventories considering historical sales and other factors and, based on this evaluation, classify inventory markdowns in the statements of income as a component of cost of sales pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification to adjust inventories to net realizable value. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations. The Company normally carries approximately four weeks’ worth of pre-packaged and fresh food, soft drinks and liquor supplies and replenishes them when the number of individual items falls below the reorder point. Lower of Cost or Market Adjustments There was no lower of cost or market adjustments for the reporting period ended December 31, 2015 or 2014. Slow-Moving or Obsolescence Markdowns The Company recorded no inventory obsolescence adjustments for the reporting period ended December 31, 2015 or 2014. Property and Equipment Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Life (Years) Leasehold improvement 25 Furniture and fixtures 5 Production and entertainment equipment 10 (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. Upon sale or retirement, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. Leases Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1, a lessee and a lessor shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection of this Section (for the lessee) and the Lessors Subsection of this Section (for the lessor): a. a) Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b) Bargain purchase option. The lease contains a bargain purchase option. c) Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d) Minimum lease paymvents. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. In accordance with paragraphs 840-10-25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1, the lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are met, the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31 a lessee shall compute the present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit rate computed by the lessor. b. The implicit rate computed by the lessor is less than the lessee's incremental borrowing rate. Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent with the Company’s normal depreciation policy for tangible fixed assets. Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation. Operating leases primarily relate to the Company’s leases of nightclub and concert performance venue spaces. When the terms of an operating lease include tenant improvement allowances, periods of free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability for the difference between the scheduled rent payment and the straight-line rent expense recognized, which is amortized over the underlying lease term on a straight-line basis as a reduction of rent expense. Intangible Assets Other Than Goodwill The Company has adopted Subtopic 350-30 of the FASB Accounting Standards Codification for intangible assets other than goodwill. Under the requirements, the Company amortizes the acquisition costs of intangible assets other than goodwill on a straight-line basis over their estimated useful lives, the terms of the exclusive licenses and/or agreements, or the terms of legal lives of the patents, whichever is shorter. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. Website Development Costs The Company has adopted Subtopic 350-50 of the FASB Accounting Standards Codification for website development costs. Under the requirements of Sections 350-50-15 and 350-50-25, the Company capitalizes costs incurred to develop a website as website development costs, which are amortized on a straight-line basis over the estimated useful lives of three (3) years. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to section 850-10-20 the related parties include: a) Affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company and members of their immediate families; e) management of the Company and members of their immediate families; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Pursuant to ASC Paragraphs 850-10-50-1 and 50-5 financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless suc |
Going Concern
Going Concern | 9 Months Ended |
Dec. 31, 2015 | |
Going Concern | |
Going Concern | Note 3 – Going Concern The Company elected to adopt early application of Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) The Company’s consolidated financial statements have been prepared assuming that it 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 the consolidated financial statements, the Company had an accumulated deficit at December 31, 2015, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Prior to the Merger, the Company was seeking a suitable candidate for a business combination; however, notwithstanding the Company’s cash position may not be sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurance to that effect. The ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and in its ability to raise additional funds. The 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. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment (i) Impairment The Company completed its annual impairment testing of property and equipment and determined that there was no impairment as the fair value of the property and equipment, exceeded their carrying values at March 31, 2015. No events or changes in circumstances have occurred through December 31, 2015 to indicate that its carrying amount may not be recoverable. (ii) Depreciation Expense Depreciation expense was $104,761 and $130,218 for the reporting period ended December 31, 2015 and 2014, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Related Party Transactions Related Parties Related parties with whom the Company had transactions are: Related Parties Relationship Related Party Transactions Business Purpose of transactions Management and significant stockholder Trinad Capital Master Fund Significant stockholder Advances/Loans to the Company Working capital Entity controlled by significant stockholder Trinad Management, LLC An entity owned and controlled by the significant stockholder Consulting services Consulting services JJAT Corp. An entity principally owned and controlled by the Executive Chairman, President and significant stockholder Advances/Loans to the Company Working capital Mint Group Holdings, Ltd. An entity owned and controlled by a non-controlling interest holder of OCHL and OCL (i) Advances to the Company; (ii) Management Services (i) Working capital; (ii) Management services Advances from Stockholders From time to time, stockholders of the Company advance funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand. Notes Payable - Related Party Notes Payable - Trinad Capital Master Fund On December 31, 2014, the Company entered into a senior convertible promissory note (the “Senior Note”) with Trinad Capital Master Fund (“Trinad Capital”) allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of six percent (6%) per annum on the unpaid principal amount of outstanding advances. Prior to December 31, 2014, Trinad Capital advanced $700,000 to the Company in various term loans during the period between April 2, 2012 and November 30, 2014. The aggregate principal and accrued interest payable to Trinad Capital through December 31, 2014 under the prior loans was $770,151 and this amount constitutes a portion of the outstanding loan balance under the Senior Note. Upon entry into the Senior Note, each of the prior loans was cancelled. Pursuant to the terms of the Senior Note, 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, the 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 Senior Note . On January 27, 2015, the Company and Trinad Capital entered into an amendment to the Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the 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 the equity financing. On February 5, 2015, the Company and Trinad Capital entered into an amendment and restatement of the Senior Note, effective as of December 31, 2014, pursuant to which the convertibility feature of the note was eliminated in its entirety. As of December 31, 2015, $1,000,000 principal and $125,596 accrued interest payable was outstanding under the Senior Note. 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 nine months ended December 31, 2015, Trinad Capital made additional advances to the Company totaling $990,000. On July 10, 2015, the Company and Trinad Capital amended and restated the Second Senior Note 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, the Company and Trinad Capital amended the Second Senior Note to increase the Maximum Advance Amount to $2,000,000. As of December 31, 2015, $1,684,000 principal and $53,099 accrued interest payable was outstanding under the Second Senior Note. As of December 31, 2015, $2,684,000 principal and $35,526 accrued interest payable was outstanding under the Second Senior Note. Note Payable – JJAT OCHL entered into a Senior Promissory Note (the “OCHL Senior Promissory Note”), dated April 28, 2014 to repay $1,376,124 of transaction expenses of the Merger to JJAT, due October 28, 2015 that accrues interest at 8% per annum, or $23,758, as of December 31, 2015 after payment of interest noted below. Outstanding interest payable under the OCHL Senior Promissory Note is due on the first anniversary of the note with the balance payable upon maturity of the note. On November 3, 2014, $500,000 of principal under the OCHL Senior Promissory Note was repaid pursuant to the Forbearance Agreement described below. On October 30, 2014, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) with Mr. Bengough, Mr. Ellin, and JJAT whereby the parties agreed to forbear, pursuant to any claims relating to the Share Exchange, the Variation Agreement, the related Shareholders Agreement amongst the parties dated February 12, 2014 (the “Shareholders Agreement”), and the promissory notes (the “Notes”) and other documents entered into pursuant to the Shareholder’s Agreement during the term of the Forbearance Agreement, which is terminable by any party upon fifteen days prior written notice following a 90-day period from October 30, 2014. Pursuant to the terms of the Forbearance Agreement, OCL made a payment to JJAT in the amount of $500,000 to be applied to the principal under the OCHL Senior Promissory Note. Following entry into the Forbearance Agreement, a total of $876,124 of principal remained outstanding under the OCHL Senior Promissory Note. Interest continues to accrue under the OCHL Senior Promissory Note. On April 28, 2015, OCL made a payment to JJAT in the amount of $90,995 to be applied to the interest under the OCHL Senior Promissory Note. OCL made payments to JJAT on June 10, July 14 and August 21, 2015 in the amounts of $64,000, $125,550 and $250,000, respectively, to be applied to the principal under the OCHL Senior Promissory Note. As of December 31, 2015, a total of $436,574 of principal remained outstanding under the OCHL Senior Promissory Note. Management Services from Trinad Management LLC Upon consummation of the reverse merger on April 28, 2014, the Company assumed the September 23, 2011 Management Agreement (“Management Agreement”) with Trinad Management, LLC (“Trinad LLC”). Pursuant to the Management Agreement, Trinad LLC had 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 with (i) a fee equal to $2,080,000, with $90,000 payable in advance of each consecutive three-month calendar period during the term of the Agreement and with $1,000,000 due at the end of the three (3) year term, and (ii) issuance of a Warrant to purchase 1,125,000 shares of the Company’s common stock at an exercise price of $0.15 per share (“Warrant”). The Warrant may be exercised in whole or in part by Trinad LLC at any time for a period of ten (10) years. The payment of the $1,000,000 fee accrued on the books at the end of the term has been deferred. Trinad LLC continues to provide service at $30,000 per month on a month-to-month basis. For the nine months ended December 31, 2015 and 2014 the Company was billed $270,000 and $390,343, respectively. Management Fee to Mint Group Holdings Ltd. From time to time, the Company engages the Mint Group to provide management services for the Company. For the nine months ended December 31, 2015 and 2014 the Company was billed $92,578 and $98,655, respectively. Advances to/from Mint Group Holdings Ltd. From time to time, the Company provides or receives funds from Mint Group Holdings Ltd. for working capital purposes. These advances are unsecured, non-interest bearing and due on demand. |
Note Payable
Note Payable | 9 Months Ended |
Dec. 31, 2015 | |
Notes 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 amended to June 30, 2016. As of December 31, 2015, $253,507 principal was outstanding under the Note. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies Operating Lease - Obar Camden Limited On February 19, 2004 OCL entered into a non-cancellable lease for premises for a period of 25 years expiring November 27, 2028. On October 22, 2004, OCL entered into a deed of variation to the original non-cancellable lease for the premises with an annual rent of £473,000 per year plus valued added taxes for the first five (5) years and with an annual rent of £548,337 per year plus valued added taxes for the remainder of the lease, with free rent for the first fifteen (15) months of the occupancy. The lease provides for a rent review every fifth anniversary of the effective date whereby the principal rent may be increased at each such review date to the open market rent (as defined) if that is a greater than the amount of the principal rent under the lease immediately before the review date. In conjunction with the signing of the deed of variation the landlord (i) provided consideration of £175,000, and (ii) contributed an additional £175,000 towards improvements upon execution of the deed of variation. Future minimum lease payments under the non-cancelable operating lease are as follows: Year ending March 31: £ $ 2016 (Remainder of the fiscal year) £ 137,085 $ 207,327 2017 548,337 829,306 2018 548,337 829,306 2019 548,337 829,306 2020 548,337 829,306 2021 and after 4,748,749 7,182,016 £ 7,079,182 $ 10,706,567 Deferred Rent To induce OCL to enter into the operating lease and the deed of variation for a period of 25 years, the landlord granted free rent for the first fifteen (15) months of the occupancy and consideration/contribution of £350,000 in aggregate, which will be recognized on a straight-line basis over the duration of the initial lease term of 25 years. Employment Agreements Loton Corp Blake Indursky On October 6, 2015, the Board of Directors (the “Board”) of Loton, Corp (the “Company”) appointed Blake Indursky as the Executive Vice Chairman and Senior Vice President of Operations of the Company. Mr. Indursky’s employment agreement provides for a twelve-month term, renewable on an annual basis unless terminated by either party thereto, compensation of $10,000 per month and 250,000 shares of the Company’s restricted common stock which shall vest equally on a monthly basis over the twelve (12) month term of the Employment Agreement. The securities were issued pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering. LiveXLive Crop John Petrocelli On March 4, 2015 (the “Effective Date”), LiveXLive Corp. (formerly FestreamTV, Corp.) entered into an employment agreement with John Petrocelli (the “Employee”) with the following key terms and conditions: Scope of service The Employee shall serve as the President of the Company. The Employee shall perform such duties as are usual and customary for such position and such other duties as the Board of Directors of the Company (the “Board of Directors”) and/or the Chief Executive Officer of Loton, Corp (the “Parent”). Term Subject to the provisions of Section 6, the term of this Agreement (the “Term”) shall be two (2) year from the Effective Date. Compensation The compensation payable to the Employee under this Agreement shall be as follows: (i) Salary. For all services rendered by the Employee under this Agreement, the Company shall pay the Employee a monthly salary of seven thousand five hundred dollars ($7,500) per month (the “Salary”); provided that provided, further that (ii) Performance Bonus. During the Term, the Employee shall be entitled, at the discretion of the Board of Directors, to receive an annual incentive bonus in an amount up to one hundred percent (100%) of the Salary received by the Employee for such calendar year. (iii) Restricted Stock Grant. On the Effective Date, the Company shall grant the Employee five hundred thousand (500,000) shares of restricted common stock of the Parent (the “Shares”). The Granted Shares shall vest as follows: (i) one third (1/3) shall vest upon the Company successfully entering into a festival streaming rights agreement with the Governor’s Ball music festival (or other equivalent size festival) having a term of three (3) or more years; (ii) one third (1/3) shall vest upon the Company entering into four (4) additional Completed Festival Agreements (as defined in the Employment Agreement) following the occurrence of sub-clause (i) hereof; and (iii) one third (1/3) shall vest upon the earlier to occur of (a) the Company entering into fifteen (15) total Completed Festival Agreements and (b) two (2) years following the Effective Date, in each case, following the occurrence of sub-clause (ii) hereof; provided, however, Termination of Employment Agreement and Entry into Consulting Agreement On October 15, 2015 (Effective Date), the Company entered into a Separation and Consulting Agreement and Mutual Release by and between John Petrocelli, Bulldog DM, LLC and LiveXLive, Corp., whereby none of the 500,000 shares of restricted common stock granted to John pursuant were earned and all of the 500,000 shares are automatically forfeited as of the Effective Date. As part of the termination of employment agreement the Company entered into a consulting agreement with Bulldog DM LLC ("Consultant"), an entity controlled by John Petrocelli where the Consultant shall provide to LiveXLive multi-year digital rights aggregation consulting services for live streamed music festival for a monthly consulting fee in the amount of Twelve Thousand Five Hundred Dollars ($12,500), payable semi-monthly on the sixteenth (16th ) day of the month and the last day of the month.. Accounting Treatment of the Compensation Arrangements (i) Salary: $67,500 was recorded as professional fees – consulting fees for the reporting period ended December 31, 2015. (ii) Performance Bonus: No performance bonus was granted. (iii) None of 500,000 restricted stock granted were earned and all of which were forfeited. |
Deficit
Deficit | 9 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Deficit | Note 8 – Deficit Shares Authorized Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is Seventy Five Million (75,000,000) shares which shall be common stock, par value $0.001 per share. Common Stock Upon consummation of the Merger on April 28, 2014, the Company issued 29,000,000 shares of its common stock to JJAT, a related party, for the acquisition of 100% of the issued and outstanding capital stock of KoKo US. Sale of Common Stock or Equity Units For the period between September 10, 2014 and September 17, 2014, the Company issued an aggregate of 150,000 shares of its common stock at $1.00 per share for $150,000 in cash. On November 17 and December 19, 2014, and March 19 and March 20, 2015, the Company entered into four separate securities purchase agreements with four accredited investors, pursuant to which the Company agreed to issue an aggregate of 675,000 Units (each, a “Unit”) at $1.00 per unit for $675,000 in cash with each unit consisting of one common share in the capital of the Company (each, a “Share”) and one warrant to purchase a share of Company common stock exercisable for a period of four (4) years from the date of original issuance at an exercise price of $0.01 per share (each, a “Warrant”), $338,850 ($0.50 per common share) and $336,150 ($0.50 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. On June 19, 2015, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company agreed to issue an aggregate of 150,000 Units (each, a “Unit”) at $1.00 per unit for $150,000 in cash with each unit consisting of one common share in the capital of the Company (each, a “Share”) and one warrant to purchase a share of Company common stock exercisable for a period of four (4) years from the date of original issuance at an exercise price of $0.01 per share (each, a “Warrant”), $75,675 ($0.50 per common share) and $74,325 ($0.50 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. On July 23, July 28, August 6, August 31 and September 21, 2015, the Company entered into five separate securities purchase agreements with five accredited investors, pursuant to which the Company agreed to issue an aggregate of 131,250 Units (each, a “Unit”) at $2.00 per unit for $262,500 in cash with each unit consisting of one common share in the capital of the Company (each, a “Share”) and one warrant to purchase a share of Company common stock exercisable for a period of four (4) years from the date of original issuance at an exercise price of $0.01 per share (each, a “Warrant”), $131,847 ($1.00 per common share) and $130,653 ($1.00 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. On December 24 and December 31, 2015, the Company entered into five separate securities purchase agreements with five accredited investors, pursuant to which the Company agreed to issue an aggregate of 100,000 Units (each, a “Unit”) at $2.00 per unit for $200,000 in cash with each unit consisting of one common share in the capital of the Company (each, a “Share”) and one warrant to purchase a share of Company common stock exercisable for a period of four (4) years from the date of original issuance at an exercise price of $0.01 per share (each, a “Warrant”), $100,440 ($1.00 per common share) and $99,560 ($1.00 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. Issuance of Common Stock to Employees On October 15, 2015, LXL entered into a Separation and Consulting Agreement and Mutual Release (the “Separation and Consulting Agreement”) with John Petrocelli pursuant to which Mr. Petrocelli resigned as President of LXL. The Separation and Consulting Agreement provides that in connection with his termination of employment from LXL, Mr. Petrocelli agreed to the forfeiture of 500,000 unvested restricted common shares of the Company. On October 5, 2015, the Company entered into a consulting agreement whereby Schuyler Hoversten joined the Company as Chief Revenue Officer of LXL for three (3) months or until sooner terminated. Mr. Hoversten was granted 250,000 shares of the Company’s restricted common stock in conjunction with his employment agreement. The Company valued these shares at $1.00 per share, the most recent PPM price, or $250,000, on the date of grant and recognized the compensation expense of $250,000 for the quarter ending December 31, 2015. On October 6, 2015, the Board of Directors of the Company appointed Blake Indursky as the Executive Vice Chairman and Senior Vice President of Operations of the Company. Mr. Indursky has been a member of the Company’s Advisory Board since August 2015. Mr. Indursky’s employment agreement provides for a twelve-month term, renewable on an annual basis unless terminated by either party thereto, compensation of $10,000 per month and 250,000 shares of the Company’s restricted common stock which shall vest equally on a monthly basis over the twelve (12) month term of the Employment Agreement. The Company valued these shares at $1.00 per share, the most recent PPM price, or $250,000, on the date of grant and recognized the compensation expense of $62,500 for the quarter ending December 31, 2015. Issuance of Common Stock to Parties Other Than Employees for Acquiring Goods or Services Advisory Board Agreements Upon consummation of the Merger on April 28, 2014, the Company assumed the Advisory Board Agreements entered into by Loton prior to the Merger with seven (7) individuals. Pursuant to the Advisory Board Agreements, the Advisory Board members agreed to provide advisory service to the Board and officers of the Company on various business matters for one (1) year in exchange for 100,000 shares each or 700,000 shares in the aggregate of restricted common stock of the Company. The restricted stock will vest after one (1) year, and is subject to a lock-up period of one (1) year after vesting. These restricted shares were valued at $1.00 per share or the most recent Private Placement Memorandum (“PPM”) price during the relevant periods when earned. During the fiscal year ended March 31, 2015, the Company entered into Advisory Board Agreements with nine (9) additional individuals. Pursuant to the Advisory Board Agreements, these additional Advisory Board Members agreed to provide advisory service to the Board and officers of the Company on various business matters for one (1) year in exchange for 875,000 shares in the aggregate of restricted common stock of the Company. The restricted stock vests after one (1) year, and is subject to a lock-up period of one (1) year after vesting. A total of 425,000 of these restricted shares were valued at $1.00 per share and 450,000 of these restricted shares were valued at $0.50 per share, the most recent PPM price during the relevant periods when earned. For the nine months ended December 31, 2015, 158,333 common shares, were valued at $1.00 per share, the most recent PPM price during the relevant periods when earned and recorded as consulting fees. For the nine months ended December 31, 2015, 225,000 common shares, were valued at $0.50 per share, the most recent PPM price during the relevant periods when earned and recorded as consulting fees. During the nine months ended December 31, 2015, the Company entered into Advisory Board Agreements with two (2) additional individuals. Pursuant to the Advisory Board Agreements, these additional Advisory Board Members agreed to provide advisory service to the Board and officers of the Company on various business matters for one (1) year in exchange for 150,000 shares in the aggregate of restricted common stock of the Company. The restricted stock vests after one (1) year, and is subject to a lock-up period of one (1) year after vesting. A total of 150,000 of these restricted shares were valued at $1.00 per share, the most recent PPM price during the relevant periods when earned. For the nine months ended December 31, 2015, 29,167 common shares, were valued at $1.00 per share, the most recent PPM price during the relevant periods when earned and recorded as consulting fees. Authorization of Stock Grants to Consultants/Professionals Upon consummation of the Merger on April 28, 2014, the Company assumed eight (8) Consulting Services Agreements (“2014 Consulting Agreements”) entered into by Loton prior to the Merger with eight (8) consultants. Pursuant to the Consulting Agreements, the Company agreed to issue a total of 315,000 shares of the Company’s restricted common stock to the consultants for services to be performed for one (1) year. These shares will vest in two (2) years, and are subject to a lock-up period of two (2) years after vesting. These restricted shares were valued at $1.00 per share the most recent PPM price during the relevant periods when earned. • During the fiscal year ended March 31, 2015, the Company entered into seven (7) Consulting Services Agreements with five (5) additional individuals. Pursuant to the Consulting Agreements, the Company agreed to issue a total of 370,000 shares of the Company’s restricted common stock to the consultants for services to be performed for one (1) year. These shares will vest in two (2) years, and are subject to a lock-up period of two (2) years after vesting. A total of 170,000 of these restricted shares were valued at $1.00 per share and 200,000 of these restricted shares were valued at $0.50 per share, the most recent PPM price during the relevant periods when earned. • For the nine months ended December 31, 2015, 85,000 common shares, were valued at $1.00 per share, or $85,000, the most recent PPM price during the relevant periods when earned and recorded as consulting fees. • For the nine months ended December 31, 2015, 100,000 common shares, were valued on the date of grant at $0.50 per share, or $50,000, the most recent PPM price during the relevant periods when earned and recorded as consulting fees. • During the nine months ended December 31, 2015, the Company entered into two (2) Consulting Services Agreements with two (2) additional individuals. Pursuant to the Consulting Agreements, the Company agreed to issue a total of 75,000 shares of the Company’s restricted common stock to the consultants for services to be performed for one (1) year. These shares will vest in two (2) years, and are subject to a lock-up period of two (2) years after vesting. For the nine months ended December 31, 2015, 25,000 common shares, were valued at $0.50 per share, the most recent PPM price during the relevant periods when earned and recorded as consulting fees. During the fiscal year ended March 31, 2015, the Company entered into a capital markets advisory and placement agent agreement with Merriman Capital, Inc. (the “Agreement”). Pursuant to the Agreement, Merriman Capital agreed to provide capital markets advisory services to the Company for three months, subject to written extensions thereafter, in exchange for 10,000 shares of restricted common stock of the Company for the first three engaged months of advisory services. Merriman will receive capital market advisory fees of $5,000 in cash and $5,000 in equity-in-lieu of cash per engaged month thereafter, upon written confirmation of renewal. Either party may terminate the relationship at any time by providing thirty (30) calendar days written notice to the other party. For the fiscal year ended March 31, 2015, 40,000 common shares, were valued at $1.00 per share, the most recent PPM price during the relevant periods when earned and recorded as consulting fees relating to this Agreement. During the fiscal year ended March 31, 2015, the Company entered into a Subscription Agreement with its legal advisors (the “Subscription Agreement”). Pursuant to the Subscription Agreement, the advisors agreed to subscribe to the purchase of 954,988 shares of the Company’s common stock, at the price of $0.50 per share, in exchange for legal services previously rendered to the Company in the aggregate amount of $477,494. During the fiscal year ended March 31, 2015, 954,988 common shares, were valued at $0.50 per share, the most recent PPM price during the relevant periods when earned and recorded as a reduction in accounts payable relating to this Agreement. During the nine months ended December 31, 2015, in return for receiving certain discounts on legal fees in the future the Company has granted a stock option to its legal advisors pursuant to which such legal advisors may purchase up to $750,000 of the Company’s equity securities issued in the Company’s next financing round at the same price per security paid by other investors in such financing round (or if no qualifying financing round occurs by December 31, 2015, then at valuation equal to the valuation of the Company at the time the stock option was granted, to be agreed upon by the parties in good faith). Such stock option, which has a five-year term, becomes exercisable in proportion to the discount earned up to a maximum discount. During the nine months ended December 31, 2015, the Company entered into a services agreement with a media publishing firm (the “Media Agreement”). Pursuant to the Media Agreement, the firm agreed to provide certain creative services in connection with the name, logo and brand identity for the Company’s wholly-owned subsidiary LiveXLive, Corp., in exchange for $35,000 in cash and $15,000 in equity-in-lieu of cash. The Company issued 15,000 common shares in equity-in-lieu of cash, which were valued at $0.50 per share, the most recent PPM price during the quarter ended June 30, 2015 when earned and recorded as consulting fees related to the Media Agreement. In addition, the Company granted an aggregate of 45,000 shares of restricted common stock to two (2) consultants involved with the production and distribution of the Rock in Rio festival held in Rio de Janeiro during September 2015. For the quarter ended December 31, 2015, 45,000 common shares, were valued at $1.00 per share, the most recent PPM price during the relevant periods when earned and recorded as consulting fees related to the production and distribution services. Warrants Assumed Warrants Issued in September 2011 by Loton Upon consummation of the Merger on April 28, 2014, the Company assumed the September 23, 2011warrant issued to Trinad LLC, pursuant to the Management Agreement, to purchase 1,125,000 shares of the Company’s common stock at an exercise price of $0.15 per share expiring ten (10) years from the date of original issuance. Fiscal 2016 Issuances During the nine months ended December 31, 2015, the Company issued warrants to purchase an aggregate of 381,250 shares with an exercise price of $0.01 per share expiring four years from the date of issuance as part of the sale of equity units. The Company estimated the fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: Expected life (year) 4 Expected volatility (*) 25.42-36.51 % Expected annual rate of quarterly dividends 0.00 % Risk-free rate(s) 1.145-1.535 % * As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected three (3) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within live entertainment industry which the Company engages in to calculate the expected volatility. The Company calculated those three (3) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility. The estimated relative fair value of warrants to purchase 150,000 shares with an exercise price of $0.01 per share was $74,325, warrants to purchase 131,250 shares with an exercise price of $0.01 per share was $130,653, warrants to purchase 100,000 shares with an exercise price of $0.01 per share was $99,560, at the date of issuances using the Black-Scholes Option Pricing Model. Summary of Warrant Activities The table below summarizes the Company’s warrant activities: Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Issuance Aggregate Intrinsic Value Balance, March 31, 2015 1,475,000 $ 0.01 - 0.15 $ 0.12 $ $ - Granted 381,250 0.01 0.01 379,530 - Canceled for cashless exercise (- ) - - - - Exercised (Cashless) (- ) - - - - Exercised (581,250 ) 0.01 0.01 - Expired - - - - - Balance, December 31, 2015 1,275,000 $ 0.01 - 0.15 $ 0.12 $ - Amortized, December 31, 2015 1,275,000 0.01 - 0.15 0.12 - Unamortized, December 31, 2015 - $ - $ - $ - - The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2015: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.01 - 0.15 1,275,000 5.68 $ 0.11 1,275,000 5.68 $ 0.11 |
Concentration of Credit Risk
Concentration of Credit Risk | 9 Months Ended |
Dec. 31, 2015 | |
Concentration Risk [Line Items] | |
Concentration of Credit Risk | Note 9 - Concentration of Credit Risk Credit Risk Arising from Financial Instruments Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of December 31, 2015, substantially all (95%) of the Company’s cash was held by major financial institutions in the United Kingdom and the balance at certain accounts may exceed the maximum amount insured by the Financial Services Compensation Scheme (FSCS) (£85,000 per account, per authorized institution as of December 31, 2010). However, the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts. |
Foreign Operations
Foreign Operations | 9 Months Ended |
Dec. 31, 2015 | |
Foreign Operations | |
Foreign Operations | Note 10 - Foreign Operations Foreign Operations The Company’s operations are primarily carried out in the United Kingdom (“UK”). Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the UK. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency fluctuation and remittances and methods of taxation, among other things. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined that there were no certain reportable subsequent event(s) to be disclosed. |
Significant and Critical Acco19
Significant and Critical Accounting Policies and Practices (Policies) | 9 Months Ended |
Dec. 31, 2015 | |
Significant And Critical Accounting Policies And Practices Policies | |
Basis of Presentation - Unaudited Interim Financial Information | Basis of Presentation - Unaudited Interim Financial Information The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals), which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the fiscal year ended March 31, 2015 and notes thereto contained in the Company’s Form 10-K filed with the SEC on July 14, 2015. |
Fiscal Year End | Fiscal Year End On June 30, 2014, in connection with the closing of the Merger, the Company changed its fiscal year-end date from April 30 to March 31. |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported 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). Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The CompanyÂ’s critical accounting estimates and assumptions affecting the financial statements were: (i) Assumption as a Going Concern (ii) Allowance for Doubtful Accounts (iii) Inventory Obsolescence and Markdowns (iv) Fair value of long-lived assets: (v) Valuation allowance for deferred tax assets: (vi) Estimates and assumptions used in valuation of equity instruments: These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. 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. |
Principles of Consolidation | Principles of Consolidation The Company applies the guidance of Topic 810 “Consolidation” The Company's consolidated subsidiary and/or entity is as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest LiveXLive, Corp. (formerly FestreamTV, Corp.) Delaware February 24, 2015 100 % KoKo (Camden) Holdings (US), Inc. Delaware March 17, 2014 100 % Koko (Camden) Limited United Kingdom November 7, 2013 100 % Obar (Camden) Holdings Limited United Kingdom October 17, 2012 50 % Obar (Camden) Limited United Kingdom November 13, 2003 50 % The consolidated financial statements include all accounts of the Company and the consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended. All inter-company balances and transactions have been eliminated. |
Reverse Acquisitions | Reverse Acquisition Identification of the Accounting Acquirer The Company considers factors in ASC paragraphs 805-10-55-10 through 55-15 in identifying accounting acquirer. The Company uses the existence of a controlling financial interest to identify the acquirer—the entity that obtains control of the acquiree. Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests, including the following: a) The relative voting rights in the combined entity after the business combination. The acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity taking into consideration the existence of any unusual or special voting arrangements and options, warrants, or convertible securities; b) The existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest. The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity; c) The composition of the governing body of the combined entity. The acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity; d) The composition of the senior management of the combined entity. The acquirer usually is the combining entity whose former management dominates the management of the combined entity; and e) The terms of the exchange of equity interests. The acquirer usually is the combining entity that pays a premium over the pre-combination fair value of the equity interests of the other combining entity or entities. The acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly larger than that of the other combining entity or entities. Pursuant to ASC Paragraph 805-40-05-2 as one example of a reverse acquisition, a private operating entity may arrange for a public entity to acquire its equity interests in exchange for the equity interests of the public entity. In this situation, the public entity is the legal acquirer because it issued its equity interests, and the private entity is the legal acquiree because its equity interests were acquired. However, application of the guidance in paragraphs 805-10-55-11 through 55-15 results in identifying: a) The public entity as the acquiree acquirer Measuring the Consideration Transferred and Non-controlling Interest Pursuant to ASC Paragraphs 805-40-30-2 and 30-3 in a reverse acquisition, the accounting acquirer usually issues no consideration for the acquiree acquisition-date fair value Acquisition-Related Costs Pursuant to FASB ASC Paragraph 805-10-25-23 acquisition-related costs are costs the acquirer incurs to effect a business combination. Those costs include finder’s fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and costs of registering and issuing debt and equity securities. The acquirer shall account for acquisition related costs as expenses in the periods in which the costs are incurred and the services are received, with one exception. The costs to issue debt or equity securities shall be recognized in accordance with other applicable GAAP. Presentation of Consolidated Financial Statements Post Reverse Acquisition Pursuant to ASC Paragraphs 805-40-45-1 and 45-2 consolidated financial statements following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but described in the notes as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Comparative information presented in those consolidated financial statements also is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree). The consolidated financial statements reflect all of the following: a) The assets and liabilities of the legal subsidiary (the accounting acquirer) recognized and measured at their pre-combination carrying amounts; b) The assets and liabilities of the legal parent (the accounting acquiree) recognized and measured in accordance with the guidance in Topic 805 "business combinations" c) The retained earnings and other equity balances of the legal subsidiary (accounting acquirer) before the business combination; and d) The amount recognized as issued equity interests in the consolidated financial statements determined by adding the issued equity interest of the legal subsidiary (the accounting acquirer) outstanding immediately before the business combination to the fair value However, the equity structure (that is, the number and type of equity interests issued) reflects the equity structure of the legal parent (the accounting acquiree), including the equity interests the legal parent issued to effect the combination. Accordingly, the equity structure of the legal subsidiary (the accounting acquirer) is restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition. e. The non-controlling interest Pursuant to ASC Paragraphs 805-40-45-4 and 45-5 In calculating the weighted-average number of common shares outstanding (the denominator of the earnings-per-share (“EPS”) calculation) during the period in which the reverse acquisition occurs: a. The number of common shares outstanding from the beginning of that period to the acquisition date |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification 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 fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and payroll liabilities approximate their fair values because of the short maturity of these instruments. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. |
Fair Value of Non-Financial Assets or Liabilities Measured on a Recurring Basis | Fair Value of Non-Financial Assets or Liabilities Measured on a Recurring Basis The CompanyÂ’s non-financial assets include inventories. The Company identifies potentially excess and slow-moving inventories by evaluating turn rates, inventory levels and other factors. Excess quantities are identified through evaluation of inventory aging, review of inventory turns and historical sales experiences. The Company provides lower of cost or market reserves for such identified excess and slow-moving inventories. The Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical inventory cycle counts. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted Section 360-10-35 of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited. Pursuant to ASC Paragraph 360-10-35-21, the CompanyÂ’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: a) A significant decrease in the market price of a long-lived asset (asset group); b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; c) A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; d) An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); e) A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and f) A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Pursuant to ASC Paragraphs 360-10-35-29 through 35-36 Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall include only the future cash flows (cash inflows less associated cash outflows) that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset (asset group). Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall incorporate the entityÂ’s own assumptions about its use of the asset (asset group) and shall consider all available evidence. The assumptions used in developing those estimates shall be reasonable in relation to the assumptions used in developing other information used by the entity for comparable periods, such as internal budgets and projections, accruals related to incentive compensation plans, or information communicated to others. However, if alternative courses of action to recover the carrying amount of a long-lived asset (asset group) are under consideration or if a range is estimated for the amount of possible future cash flows associated with the likely course of action, the likelihood of those possible outcomes shall be considered. A probability-weighted approach may be useful in considering the likelihood of those possible outcomes. Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall be made for the remaining useful life of the asset (asset group) to the entity. For long -lived assets (asset groups) that have uncertainties both in timing and amount, an expected present value technique will often be the appropriate technique with which to estimate fair value. Pursuant to ASC Paragraphs 360-10-45-4 and 360-10-45-5, an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset (disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts of those gains or losses. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Pursuant to FASB ASC paragraph 310-10-35-47, trade receivables that management has the intent and ability to hold for the foreseeable future shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts. The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant to FASB ASC paragraph 310-10-35-9, losses from uncollectible receivables shall be accrued when both of the following conditions are met: (a) information available before the financial statements are issued or are available to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the financial statements, and (b) the amount of the loss can be reasonably estimated. Those conditions may be considered in relation to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customerÂ’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a clientÂ’s ability to pay. Bad debt expense is included in general and administrative expenses, if any. Pursuant to FASB ASC paragraph 310-10-35-41, credit losses for trade receivables (uncollectible trade receivables), which may be for all or part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged off shall be recorded when received. The Company charges off its trade account receivables against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. There was no allowance for doubtful accounts at December 31, 2015 or March 31, 2015. |
Inventories | Inventories Inventory Valuation The Company values inventories, consisting of consumables and purchased merchandise for resale, at the lower of cost or market. Cost is determined on the first-in and first-out (“FIFO”) method. The Company reduces inventories for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated market value include (i) current sales data, (ii) estimates of future demand, (iii) competitive pricing pressures, and (iv) product expiration dates. Inventory Obsolescence and Markdowns The Company evaluates its current level of inventories considering historical sales and other factors and, based on this evaluation, classify inventory markdowns in the statements of income as a component of cost of sales pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification to adjust inventories to net realizable value. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations. The Company normally carries approximately four weeks’ worth of pre-packaged and fresh food, soft drinks and liquor supplies and replenishes them when the number of individual items falls below the reorder point. Lower of Cost or Market Adjustments There was no lower of cost or market adjustments for the reporting period ended December 31, 2015 or 2014. Slow-Moving or Obsolescence Markdowns The Company recorded no inventory obsolescence adjustments for the reporting period ended December 31, 2015 or 2014. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Life (Years) Leasehold improvement 25 Furniture and fixtures 5 Production and entertainment equipment 10 (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. Upon sale or retirement, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. |
Leases | Leases Lease agreements are evaluated to determine whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1, a lessee and a lessor shall consider whether a lease meets any of the following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection of this Section (for the lessee) and the Lessors Subsection of this Section (for the lessor): a. a) Transfer of ownership. The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b) Bargain purchase option. The lease contains a bargain purchase option. c) Lease term. The lease term is equal to 75 percent or more of the estimated economic life of the leased property. d) Minimum lease payments. The present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. In accordance with paragraphs 840-10-25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1, the lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are met, the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31 a lessee shall compute the present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit rate computed by the lessor. b. The implicit rate computed by the lessor is less than the lessee's incremental borrowing rate. Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent with the Company’s normal depreciation policy for tangible fixed assets. Interest charges are expensed over the period of the lease in relation to the carrying value of the capital lease obligation. Operating leases primarily relate to the Company’s leases of nightclub and concert performance venue spaces. When the terms of an operating lease include tenant improvement allowances, periods of free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability for the difference between the scheduled rent payment and the straight-line rent expense recognized, which is amortized over the underlying lease term on a straight-line basis as a reduction of rent expense. |
Intangible Assets Other Than Goodwill | Intangible Assets Other Than Goodwill The Company has adopted Subtopic 350-30 of the FASB Accounting Standards Codification for intangible assets other than goodwill. Under the requirements, the Company amortizes the acquisition costs of intangible assets other than goodwill on a straight-line basis over their estimated useful lives, the terms of the exclusive licenses and/or agreements, or the terms of legal lives of the patents, whichever is shorter. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. |
Website Development Costs | Website Development Costs The Company has adopted Subtopic 350-50 of the FASB Accounting Standards Codification for website development costs. Under the requirements of Sections 350-50-15 and 350-50-25, the Company capitalizes costs incurred to develop a website as website development costs, which are amortized on a straight-line basis over the estimated useful lives of three (3) years. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts. |
Related Parties | Related Parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to section 850-10-20 the related parties include: a) Affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company and members of their immediate families; e) management of the Company and members of their immediate families; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Pursuant to ASC Paragraphs 850-10-50-1 and 50-5 financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated. |
Commitments and Contingencies | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the CompanyÂ’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. |
Revenue Recognition | Revenue Recognition The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition to the aforementioned general policy, the following are the specific revenue recognition policies: Revenue from ticket sales from events and concerts is recognized when the performance occurs. Ticket sales collected in advance of an event date are recorded as deferred revenue. The Company evaluates the criteria outlined in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Subtopic 605-45, "Revenue Recognition—Principal Agent Considerations," in determining whether it is appropriate to record the gross amount of revenues and related costs or the net revenues. Under the guidance of ASC Subtopic 605-45, if the Company is the primary obligor to perform the services being sold, has general inventory risk as it pertains to recruiting and compensating the talent, has the ability to control the ticket pricing, has discretion in selecting the talent, is involved in the production of the event, generally bears the majority of the credit or collection risk, or has several but not all of these indicators, revenue is recorded gross. If the Company does not have several of these indicators, it records revenues or losses on a net basis. In accordance with the guidance Subtopic 605-45, for the majority of the Company's events, the Company has several of the above indicators and therefore it recognizes revenue gross as a principal. Additionally, the Company charges for and collects ticketing and credit card processing surcharges and records the amounts in revenue on a gross basis. Actual expenses paid to the ticket service provider and credit card merchant processors are reflected in expenses. Net sales of products and services represent the invoiced value of goods or services, net of value added taxes (“VAT”). The Company is subject to VAT which is levied on all of the Company’s products and services at the rate of 20% on the invoiced value of sales. Sales or Output VAT is borne by customers in addition to the invoiced value of sales and purchases and Purchase or Input VAT is borne by the Company in addition to the invoiced value of purchases. |
Stock-Based Compensation for Obtaining Employee Services | Stock-Based Compensation for Obtaining Employee Services The Company accounts for share-based payment transactions issued to employees under the guidance of the Topic 718 Compensation—Stock Compensation of the FASB Accounting Standards Codification (“ASC Topic 718”). Pursuant to ASC Section 718-10-20 an employee is an individual over whom the grantor of a share-based compensation award exercises or has the right to exercise sufficient control to establish an employer-employee relationship based on common law as illustrated in case law and currently under U.S. Internal Revenue Service (“IRS”) Revenue Ruling 87-41. A nonemployee director does not satisfy this definition of employee. Nevertheless, nonemployee directors acting in their role as members of a board of directors are treated as employees if those directors were elected by the employer’s shareholders or appointed to a board position that will be filled by shareholder election when the existing term expires. However, that requirement applies only to awards granted to nonemployee directors for their services as directors. Awards granted to nonemployee directors for other services shall be accounted for as awards to non-employees. Pursuant to ASC Paragraphs 718-10-30-2 and 718-10-30-3 a share-based payment transaction with employees shall be measured based on the fair value of the equity instruments issued and an entity shall account for the compensation cost from share-based payment transactions with employees in accordance with the fair value-based method, i.e., the cost of services received from employees in exchange for awards of share-based compensation generally shall be measured based on the grant-date fair value of the equity instruments issued or the fair value of the liabilities incurred/settled. Pursuant to ASC Paragraphs 718-10-30-6 and 718-10-30-9 the measurement objective for equity instruments awarded to employees is to estimate the fair value at the grant date of the equity instruments that the entity is obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments (for example, to exercise share options). That estimate is based on the share price and other pertinent factors, such as expected volatility, at the grant date. As such, the fair value of an equity share option or similar instrument shall be estimated using a valuation technique such as an option pricing model. For this purpose, a similar instrument is one whose fair value differs from its intrinsic value, that is, an instrument that has time value. If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares are thinly traded the use of share prices established in its most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. Pursuant to ASC Paragraph 718-10-55-21, if an observable market price is not available for a share option or similar instrument with the same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors: a. The exercise price of the option. b. The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method i.e., expected term = ((vesting term + original contractual term) / 2) The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. c. The current price of the underlying share. d. The expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ASC Paragraph 718-10-55-25 a newly publicly traded entity might base expectations about future volatility on the average volatilities of similar entities for an appropriate period following their going public. A nonpublic entity might base its expected volatility on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted for the average of volatilities of otherwise similar entities in a fair value measurement. Pursuant to paragraph 718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility. e. The expected dividends on the underlying share for the expected term of the option. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. f. The risk-free interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. Pursuant to ASC Paragraphs 718-10-30-11 and 718-10-30-17, a restriction that stems from the forfeitability of instruments to which employees have not yet earned the right, such as the inability either to exercise a non-vested equity share option or to sell non-vested shares, is not reflected in estimating the fair value of the related instruments at the grant date. Instead, those restrictions are taken into account by recognizing compensation cost only for awards for which employees render the requisite service and a non-vested equity share or non-vested equity share unit awarded to an employee shall be measured at its fair value as if it were vested and issued on the grant date. Pursuant to ASC Paragraphs 718-10-35-2 and 718-10-35-3, the compensation cost for an award of share-based employee compensation classified as equity shall be recognized over the requisite service period, with a corresponding credit to equity (generally, paid-in capital). The requisite service period is the period during which an employee is required to provide service in exchange for an award, which often is the vesting period. The total amount of compensation cost recognized at the end of the requisite service period for an award of share-based compensation shall be based on the number of instruments for which the requisite service has been rendered (that is, for which the requisite service period has been completed). An entity shall base initial accruals of compensation cost on the estimated number of instruments for which the requisite service is expected to be rendered. That estimate shall be revised if subsequent information indicates that the actual number of instruments is likely to differ from previous estimates. The cumulative effect on current and prior periods of a change in the estimated number of instruments for which the requisite service is expected to be or has been rendered shall be recognized in compensation cost in the period of the change. Previously recognized compensation cost shall not be reversed if an employee share option (or share unit) for which the requisite service has been rendered expires unexercised (or unconverted). Under the requirement of ASC Paragraph 718-10-35-8, the Company made a policy decision to recognize compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. |
Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services | Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under the guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”). Pursuant to ASC paragraphs 505-50-25-6 and 505-50-25-7, a grantor shall recognize the goods acquired or services received in a share-based payment transaction when it obtains the goods or as services are received. A grantor may need to recognize an asset before it actually receives goods or services if it first exchanges share-based payment for an enforceable right to receive those goods or services. Nevertheless, the goods or services themselves are not recognized before they are received. If fully vested, nonforfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, nonforfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised. Pursuant to ASC Paragraphs 505-50-30-2 and 505-50-30-11, share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: (a) The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); or (b) The date at which the counterparty's performance is complete. If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. Pursuant to ASC Paragraph 718-10-55-21, if an observable market price is not available for a share option or similar instrument with the same or similar terms and conditions, an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors: a. The exercise price of the option. b. The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. c. The current price of the underlying share. d. The expected volatility of the price of the underlying share for the expected term of the option. Pursuant to ASC Paragraph 718-10-55-25 a newly publicly traded entity might base expectations about future volatility on the average volatilities of similar entities for an appropriate period following their going public. A nonpublic entity might base its expected volatility on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted for the average of volatilities of otherwise similar entities in a fair value measurement. Pursuant to paragraph 718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility. e. The expected dividends on the underlying share for the expected term of the option. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. f. The risk-free interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model. Pursuant to ASC paragraph 505-50-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. |
Deferred Tax Assets and Income Tax Provision | Deferred Tax Assets and Income Tax Provision The Company follows paragraph 740-10-30-2 of the FASB Accounting Standards Codification, 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. The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, 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 (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In managementÂ’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. |
Limitation on Utilization of NOLs due to Change in Control | Limitation on Utilization of NOLs due to Change in Control Pursuant to the Internal Revenue Code Section 382 (“Section 382”), certain ownership changes may subject the NOL’s to annual limitations which could reduce or defer the NOL. Section 382 imposes limitations on a corporation’s ability to utilize NOLs if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the NOLs to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such NOLs to expire unused, reducing or eliminating the benefit of such NOLs. |
Foreign Currency Translation | Foreign Currency Translation The Company follows Section 830-10-45 of the FASB Accounting Standards Codification (“Section 830-10-45”) for foreign currency translation to translate the financial statements of the foreign subsidiary from the functional currency, generally the local currency, into U.S. Dollars. Section 830-10-45 sets out the guidance relating to how a reporting entity determines the functional currency of a foreign entity (including of a foreign entity in a highly inflationary economy), re-measures the books of record (if necessary), and characterizes transaction gains and losses. Pursuant to Section 830-10-45, the assets, liabilities, and operations of a foreign entity shall be measured using the functional currency of that entity. An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment, or local currency, in which an entity primarily generates and expends cash. The functional currency of each foreign subsidiary is determined based on management’s judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary’s operations must also be considered. If a subsidiary’s functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary’s financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. Dollar, then any gain or loss associated with the re-measurement of these financial statements from the local currency to the functional currency would be included in the consolidated statements of income and comprehensive income (loss). If the Company disposes of foreign subsidiaries, then any cumulative translation gains or losses would be recorded into the consolidated statements of income and comprehensive income (loss). If the Company determines that there has been a change in the functional currency of a subsidiary to the U.S. Dollar, any translation gains or losses arising after the date of change would be included within the statement of income and comprehensive income (loss). Based on an assessment of the factors discussed above, the management of the Company determined the relevant subsidiaries’ local currencies to be their respective functional currencies. The financial records of the Company's UK operating subsidiary are maintained in their local currency, the British Pound (“GBP”), which is the functional currency. Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements. Foreign currency Unless otherwise noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation ( www.oanda.com December 31, 2015 March 31, 2015 December 31, 2014 March 31, 2014 Balance sheets 0.6612 0.6741 0.6158 0.6009 Statements of operations and comprehensive income (loss) 0.6495 0.6209 0.5965 0.6297 |
Earnings per Share | Earnings per Share Earnings per share ("EPS") is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic EPS is computed by dividing earnings by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed by dividing earnings by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Pursuant to ASC Paragraphs 260-10-45-45-22 and 23, the dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. Pursuant to ASC Paragraphs 260-10-45-40 through 45-42 convertible securities shall be reflected in diluted EPS by application of the if converted method. The CompanyÂ’s contingent shares issuance arrangement, warrants are as follows: Contingent shares issuance arrangement, warrants For the Reporting Period Ended December 31, 2015 For the Reporting Period Ended December 31, 2014 Warrant Shares Upon consummation of the reverse merger on April 28, 2014, the Company assumed the September 23, 2011 warrant to purchase 1,125,000 shares of the CompanyÂ’s common stock with an exercise price of $0.15 per share expiring ten (10) years from date of issuance 1,125,000 1,125,000 Warrants remaining unexercised to purchase the CompanyÂ’s common stock with an exercise price of $0.01 per share expiring four (4) years from date of issuance on December 1, 2014, March 19, 2015, March 20, 2015 and July 28, 2015 150,000 800,000 Total contingent share issuance arrangements, stock options or warrants 1,275,000 1,925,000 There were approximately 1,511,368 and 1,575,001 incremental common shares under the Treasury Stock Method for the reporting period ended December 31, 2015 and 2014, respectively, which were excluded from the diluted earnings per share calculation as they were anti-dilutive. |
Cash Flows Reporting | Cash Flows Reporting The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification. |
Subsequent Events | Subsequent Events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) This guidance amends the existing FASB Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: 1. Identify the contract(s) with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) the entity satisfies performance obligations The ASU also provides guidance on disclosures that should be provided to enable financial statement users to understand the nature, amount, timing, and uncertainty of revenue recognition and cash flows arising from contracts with customers. Qualitative and quantitative information is required about the following: 1. Contracts with customers 2. Significant judgments and changes in judgments 3. Assets recognized from the costs to obtain or fulfill a contract. ASU 2014-09 is effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting period for all public entities. Early application is not permitted. In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued financial statements are available to be issued financial statements are issued financial statements are available to be issued probable When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes): a. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans); b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations; and c. Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern a. Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern; b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations; and c. Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. In August 2015, the FASB issued the FASB Accounting Standards Update No. 2015-14 “ Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date” (“ASU 2015-14”). The amendments in this Update defer the effective date of Update 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In November 2015, the FASB issued the FASB Accounting Standards Update No. 2015-17 “ Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. In January 2016, the FASB issued the FASB Accounting Standards Update No. 2016-01 “ Financial Instruments—Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). This Update • Requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. • Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. • Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. • Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. • Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. • Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. • Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. |
Significant and Critical Acco20
Significant and Critical Accounting Policies and Practices (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Subsidiary of Limited Liability Company or Limited Partnership | The Company's consolidated subsidiary and/or entity is as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest LiveXLive, Corp. (formerly FestreamTV, Corp.) Delaware February 24, 2015 100 % KoKo (Camden) Holdings (US), Inc. Delaware March 17, 2014 100 % Koko (Camden) Limited United Kingdom November 7, 2013 100 % Obar (Camden) Holdings Limited United Kingdom October 17, 2012 50 % Obar (Camden) Limited United Kingdom November 13, 2003 50 % |
Property, Plant and Equipment | Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Useful Life (Years) Leasehold improvement 25 Furniture and fixtures 5 Production and entertainment equipment 10 |
Schedule of Differences between Reported Amount and Reporting Currency Denominated Amount | Translation of amounts from GBP into U.S. dollars has been made at the following exchange rates for the respective periods: December 31, 2015 March 31, 2015 December 31, 2014 March 31, 2014 Balance sheets 0.6612 0.6741 0.6158 0.6009 Statements of operations and comprehensive income (loss) 0.6495 0.6209 0.5965 0.6297 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The CompanyÂ’s contingent shares issuance arrangement, warrants are as follows: Contingent shares issuance For the For the Warrant Shares Upon consummation of the reverse merger on April 28, 2014, the Company assumed the September 23, 2011 warrant to purchase 1,125,000 shares of the CompanyÂ’s common stock with an exercise price of $0.15 per share expiring ten (10) years from date of issuance 1,125,000 1,125,000 Warrants remaining unexercised to purchase the CompanyÂ’s common stock with an exercise price of $0.01 per share expiring four (4) years from date of issuance on December 1, 2014, March 19, 2015, March 20, 2015 and July 28, 2015 150,000 800,000 Total contingent share issuance arrangements, stock options or warrants 1,275,000 1,925,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under the non-cancelable operating lease are as follows: Year ending March 31: £ $ 2016 (Remainder of the fiscal year) £ 137,085 $ 207,327 2017 548,337 829,306 2018 548,337 829,306 2019 548,337 829,306 2020 548,337 829,306 2021 and after 4,748,749 7,182,016 £ 7,079,182 $ 10,706,567 |
Deficit (Tables)
Deficit (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The Company estimated the fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: Expected life (year) 4 Expected volatility (*) 25.42-36.51 % Expected annual rate of quarterly dividends 0.00 % Risk-free rate(s) 1.145-1.535 % |
Schedule Of Outstanding And Exercisable Warrants | The table below summarizes the CompanyÂ’s warrant activities: Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Fair Value at Date of Issuance Aggregate Intrinsic Value Balance, March 31, 2015 1,475,000 $ 0.01 - 0.15 $ 0.12 $ $ - Granted 381,250 0.01 0.01 379,530 - Canceled for cashless exercise (- ) - - - - Exercised (Cashless) (- ) - - - - Exercised (581,250 ) 0.01 0.01 - Expired - - - - - Balance, December 31, 2015 1,275,000 $ 0.01 - 0.15 $ 0.12 $ - Amortized, December 31, 2015 1,275,000 0.01 - 0.15 0.12 - Unamortized, December 31, 2015 - $ - $ - $ - - |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2015: Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 0.01 - 0.15 1,275,000 5.68 $ 0.11 1,275,000 5.68 $ 0.11 |
Organization and Operations (De
Organization and Operations (Details Narrative) - $ / shares | Dec. 31, 2015 | Mar. 31, 2015 | Apr. 28, 2014 | Nov. 20, 2012 | Oct. 17, 2012 | Nov. 13, 2003 |
Common Stock, Shares, Issued | 45,697,072 | 43,275,822 | ||||
Common Stock, Shares, Outstanding | 45,697,072 | 43,275,822 | ||||
KoKo UK [Member] | ||||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | ||||
Obar Camden Holdings Limited [Member] | ||||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||
Common Stock, Shares, Issued | 97,746 | 10 | ||||
Common Stock, Shares, Outstanding | 97,746 | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.00% | |||||
Common Stock Shares Issued And Outstanding, Percentage | 99.99% | |||||
Obar Camden Holdings Limited [Member] | Additional Paid-In Capital | ||||||
Shares Issued, Price Per Share | $ (0.50) | |||||
JJAT [Member] | ||||||
Common Stock, Shares, Issued | 29,000,000 | |||||
Common Stock, Shares, Outstanding | 29,000,000 | |||||
Common Stock Shares Issued And Outstanding, Percentage | 77.20% |
Significant and Critical Acco24
Significant and Critical Accounting Policies and Practices (Details) | 9 Months Ended |
Dec. 31, 2015 | |
LiveXLive, Corp. (formerly FestreamTV, Corp.) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | LiveXLive, Corp. (formerly FestreamTV, 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 Limited [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | Koko (Camden) Limited |
State or other jurisdiction of incorporation or organization | United Kingdom |
Date of incorporation or formation (date of acquisition, if applicable) | Nov. 7, 2013 |
Attributable interest | 100.00% |
Obar Camden Holdings Limited [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | Obar (Camden) Holdings Limited |
State or other jurisdiction of incorporation or organization | United Kingdom |
Date of incorporation or formation (date of acquisition, if applicable) | Oct. 17, 2012 |
Attributable interest | 50.00% |
Obar Camden Limited [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | Obar (Camden) Limited |
State or other jurisdiction of incorporation or organization | United Kingdom |
Date of incorporation or formation (date of acquisition, if applicable) | Nov. 13, 2003 |
Attributable interest | 50.00% |
Significant and Critical Acco25
Significant and Critical Accounting Policies and Practices (Details 1) | 9 Months Ended |
Dec. 31, 2015 | |
Leasehold Improvement [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (Years) | 25 years |
Furniture Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (Years) | 5 years |
Production and Entertainment Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (Years) | 10 years |
Significant and Critical Acco26
Significant and Critical Accounting Policies and Practices (Details 2) | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Statements of operations and comprehensive income (loss) [Member] | ||||
Foreign Currency Exchange Rate, Translation | 0.6495 | 0.6209 | 0.5965 | 0.6297 |
Balance Sheets [Member] | ||||
Foreign Currency Exchange Rate, Translation | 0.6612 | 0.6741 | 0.6158 | 0.6009 |
Significant and Critical Acco27
Significant and Critical Accounting Policies and Practices (Details 3) - shares | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total contingent share issuance arrangements, stock options or warrants | 1,275,000 | 1,925,000 |
Warrant Two [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total contingent share issuance arrangements, stock options or warrants | 150,000 | 800,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total contingent share issuance arrangements, stock options or warrants | 1,125,000 | 1,125,000 |
Significant and Critical Acco28
Significant and Critical Accounting Policies and Practices (Details Textual) - $ / shares | 1 Months Ended | 9 Months Ended | |||||
Sep. 23, 2011 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 28, 2015 | Mar. 20, 2015 | Mar. 19, 2015 | Dec. 01, 2014 | |
Description Of Nature Of Ownership Change | In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. | ||||||
Lease Term Description | The lease term is equal to 75 percent or more of the estimated economic life of the leased property. | ||||||
Value added Tax Percentage | 20.00% | ||||||
Foreign Currency Transactions, Description | the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation (www.oanda.com ) contained in its consolidated financial statements. | ||||||
Number of diluted shares outstanding | 1,511,368 | 1,575,001 | |||||
Website [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||
Warrant Two [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 400,000 | 400,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 4 years | ||||||
Warrant [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,125,000 | 281,250 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.15 | $ 0.01 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
Property and Equipment (Details
Property and Equipment (Details Textual) - USD ($) | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation Expense | $ 104,761 | $ 130,218 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Jul. 14, 2015USD ($) | Jun. 10, 2015USD ($) | Sep. 23, 2011$ / sharesshares | Nov. 30, 2015USD ($) | Nov. 23, 2015GBP (£) | Aug. 21, 2015USD ($) | Apr. 28, 2015USD ($) | Oct. 30, 2014USD ($) | Sep. 23, 2011$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2015GBP (£)shares | Jul. 28, 2015$ / sharesshares | Mar. 31, 2015USD ($) | Mar. 20, 2015$ / shares | Mar. 19, 2015$ / shares | Dec. 01, 2014$ / shares |
Notes payable - related party | $ 3,185,624 | $ 3,185,624 | $ 1,701,124 | ||||||||||||||||
Service Management Cost Description | Under the Management Agreement, the Company compensated Trinad LLC for its services with (i) a fee equal to $2,080,000, with $90,000 payable in advance of each consecutive three-month calendar period during the term of the Agreement and with $1,000,000 due at the end of the three (3) year term | ||||||||||||||||||
Management Fee Expense | $ 270,000 | $ 390,343 | |||||||||||||||||
Business Combination, Acquisition Related Costs | 1,376,124 | ||||||||||||||||||
Payment to JJAT | $ 439,500 | 500,000 | |||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,125,000 | 1,125,000 | 281,250 | 281,250 | 281,250 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.15 | $ 0.15 | $ 0.01 | $ 0.01 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||||||||
Warrant Two [Member] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 400,000 | 400,000 | 400,000 | 400,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 4 years | ||||||||||||||||||
Warrant2Member | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 131,250 | 131,250 | 131,250 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | $ 1 | |||||||||||||||||
Warrant One [Member] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 150,000 | 150,000 | 150,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 | $ 0.50 | |||||||||||||||||
Trinad Capital [Member] | |||||||||||||||||||
Additional advances | $ 990,000 | ||||||||||||||||||
Amended and restated senior promissory note | 195,500 | ||||||||||||||||||
Mint Group Holdings Ltd [Member] | |||||||||||||||||||
Management Fee Expense | 92,578 | 98,655 | |||||||||||||||||
Trinad LLC [Member] | |||||||||||||||||||
Accrued fees | $ 1,000,000 | 1,000,000 | |||||||||||||||||
Monthly Services | 30,000 | 30,000 | |||||||||||||||||
Senior Promissory Note [Member] | |||||||||||||||||||
Principal notes payable | 1,185,500 | 1,185,500 | |||||||||||||||||
Accrued Interest | $ 21,704 | $ 21,704 | |||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | 6.00% | 6.00% | ||||||||||||||||
Additional advances | $ 2,000,000 | ||||||||||||||||||
Senior Promissory Note [Member] | Trinad Capital [Member] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||
Line of Credit Facility, Interest Rate at Period End | 6.00% | 6.00% | |||||||||||||||||
Notes payable - related party | $ 770,151 | $ 770,151 | |||||||||||||||||
Debt Instrument, Convertible, If-converted Value in Excess of Principal | $ 5,000,000 | ||||||||||||||||||
Debt Conversion, Original Debt, Due Date of Debt | Jun. 30, 2016 | ||||||||||||||||||
Debt Instrument, Convertible, 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 the equity financing. | ||||||||||||||||||
Principal notes payable | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||
Accrued Interest | 125,596 | 125,596 | |||||||||||||||||
Company entered agreement | $ 195,500 | ||||||||||||||||||
Interest rate with related party | 8.00% | ||||||||||||||||||
Additional advances | £ 2,000,000 | $ 1,000,000 | |||||||||||||||||
Trinad Capital [Member] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 700,000 | $ 700,000 | |||||||||||||||||
Senior Promissory Note [Member] | Trinad Capital [Member] | |||||||||||||||||||
Principal notes payable | 1,684,000 | 1,684,000 | |||||||||||||||||
Accrued Interest | $ 53,099 | $ 53,099 | |||||||||||||||||
Obar Camden Holdings Limited [Member] | Senior Promissory Note [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | 8.00% | 8.00% | ||||||||||||||||
Advancement For Working Capital Purposes | $ 23,758 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 876,124 | $ 500,000 | $ 500,000 | ||||||||||||||||
Principal amount, senior promissory note | £ | £ 436,574 | ||||||||||||||||||
Payment to JJAT | $ 125,550 | $ 64,000 | $ 250,000 | $ 90,995 | $ 500,000 |
Note Payable (Details Textual)
Note Payable (Details Textual) - USD ($) | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | |||
Debt Conversion, Converted Instrument, Amount | $ 242,498 | ||
Notes payable | $ 253,507 | ||
Senior Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt Conversion, Converted Instrument, Amount | $ 242,498 | ||
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | ||
Debt Instrument, Maturity Date | Dec. 31, 2015 | ||
Debt Instrument, Maturity Date Range, End | Jun. 30, 2016 | ||
Debt Instrument, Frequency of Periodic Payment | quarterly | ||
Notes payable | $ 253,507 |
Commitments and Contingencies32
Commitments and Contingencies (Details) - Dec. 31, 2015 | USD ($) | GBP (£) |
Operating Leased Assets [Line Items] | ||
2016 (Remainder of the fiscal year) | $ | $ 207,327 | |
2017 | $ | 829,306 | |
2018 | $ | 829,306 | |
2019 | $ | 829,306 | |
2020 | $ | 829,306 | |
2021 and after | $ | 7,182,016 | |
Total | $ | $ 10,706,567 | |
GBP [Member] | ||
Operating Leased Assets [Line Items] | ||
2016 (Remainder of the fiscal year) | £ | £ 137,085 | |
2017 | £ | 548,337 | |
2018 | £ | 548,337 | |
2019 | £ | 548,337 | |
2020 | £ | 548,337 | |
2021 and after | £ | 4,748,749 | |
Total | £ | £ 7,079,182 |
Commitments and Contingencies33
Commitments and Contingencies (Details Textual) - USD ($) | Oct. 15, 2015 | Oct. 06, 2015 | Oct. 22, 2004 | Feb. 19, 2004 | Dec. 31, 2015 |
Operating Leased Assets [Line Items] | |||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 25 years | ||||
Occupancy, Net | $ 350,000 | ||||
Lease Expiration Date | Nov. 27, 2028 | ||||
Proceeds from Collection of Lease Receivables | $ 175,000 | ||||
Description of salary under employment agreement | For all services rendered by the Employee under this Agreement, the Company shall pay the Employee a monthly salary of seven thousand five hundred dollars ($7,500) per month (the “Salary”); provided that, upon the Company successfully entering into a festival streaming rights agreement with the Governor’s Ball music festival or any other major festival or content experience series having a term of three (3) or more years, the Salary will be increased five thousand dollars ($5,000) per month; provided, further, that upon the Company entering into five (5) festival streaming rights or content experience series agreements having a term of three (3) or more years (each, a “Completed Festival Agreement”, and upon entering into five (5) Completed Festival Agreements, the “Trigger Event”), the Salary will be increased to an amount equal to (i) two hundred and fifty thousand dollars ($250,0000) minus the (ii) amount of Salary received by the Employee for such calendar year, prorated from the date of the Trigger Event through the remainder of the calendar year such that the Employee shall receive an aggregate Salary amount equal to two hundred and fifty thousand dollars ($250,0000) for the calendar year. | ||||
Description of performance bonus under employment agreement | During the Term, the Employee shall be entitled, at the discretion of the Board of Directors, to receive an annual incentive bonus in an amount up to one hundred percent (100%) of the Salary received by the Employee for such calendar year. | ||||
Description of restricted stock grant under employment agreement | The Company shall grant the Employee five hundred thousand (500,000) shares of restricted common stock of the Parent (the “Shares”). The Granted Shares shall vest as follows: (i) one third (1/3) shall vest upon the Company successfully entering into a festival streaming rights agreement with the Governor’s Ball music festival (or other equivalent size festival) having a term of three (3) or more years; (ii) one third (1/3) shall vest upon the Company entering into four (4) additional Completed Festival Agreements (as defined in the Employment Agreement) following the occurrence of sub-clause (i) hereof; and (iii) one third (1/3) shall vest upon the earlier to occur of (a) the Company entering into fifteen (15) total Completed Festival Agreements and (b) two (2) years following the Effective Date, in each case, following the occurrence of sub-clause (ii) hereof; provided, however, that all unvested shares of restricted common stock shall vest immediately upon the sale of all or substantially all of the assets of the Company or upon the merger or reorganization of the Company following which the equity holders of the Company immediately prior to the consummation of such merger or reorganization collectively own less than fifty percent (50%) of the voting power of the resulting entity (a “Change of Control”). | ||||
Restricted stock granted | 500,000 | ||||
Restricted stock forfeited | 500,000 | ||||
Consulting fee | $ 12,500 | $ 67,500 | |||
Mr. Indursky's [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Description of employment agreement | Employment agreement provides for a twelve-month term, renewable on an annual basis unless terminated by either party thereto, compensation of $10,000 per month and 250,000 shares of the CompanyÂ’s restricted common stock which shall vest equally on a monthly basis over the twelve (12) month term of the Employment Agreement. The securities were issued pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering. |
Deficit (Details)
Deficit (Details) - Warrant [Member] | 9 Months Ended | |
Dec. 31, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (year) | 4 years | |
Expected annual rate of quarterly dividends | 0.00% | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 25.42% | [1] |
Risk-free rate(s) | 1.145% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 36.51% | [1] |
Risk-free rate(s) | 1.535% | |
[1] | As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected three (3) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within live entertainment industry which the Company engages in to calculate the expected volatility. The Company calculated those three (3) comparable companies' historical volatility over the expected life of the options or warrants and averaged them as its expected volatility. |
Deficit (Details 1)
Deficit (Details 1) - USD ($) | Oct. 15, 2015 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted - Number of Warrant Shares | 500,000 | |
Canceled for cashless exercise - Number of Warrant Shares | 500,000 | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance, Number of Warrant Shares | 1,475,000 | |
Granted - Number of Warrant Shares | 381,250 | |
Canceled for cashless exercise - Number of Warrant Shares | 0 | |
Exercised (Cashless) - Number of Warrant Shares | 0 | |
Exercised - Number of Warrant Shares | (581,250) | |
Expired - Number of Warrant Shares | 0 | |
Balance, Number of Warrant Shares | 1,275,000 | |
Amortized Number of Warrant Shares | 1,275,000 | |
Unamortized, Number of Warrant Shares | 0 | |
Granted - Exercise Price Range Per Share | $ 0.01 | |
Canceled for cashless exercise - Exercise Price Range Per Share | 0 | |
Exercised (Cashless) - Exercise Price Range Per Share | 0 | |
Exercised - Exercise Price Range Per Share | 0.01 | |
Expired - Exercise Price Range Per Share | 0 | |
Balance, Exercise Price Range Per Share | 0 | |
Unamortized, Exercise Price Range Per Share | 0 | |
Balance, Weighted Average Exercise Price | 0.12 | |
Granted - Weighted Average Exercise Price | 0.01 | |
Canceled for cashless exercise - Weighted Average Exercise Price | 0 | |
Exercised (Cashless) - Weighted Average Exercise Price | 0 | |
Exercised - Weighted Average Exercise Price | 0.01 | |
Expired - Weighted Average Exercise Price | 0 | |
Balance, Weighted Average Exercise Price | 0.11 | |
Amortized, Weighted Average Exercise Price | 0.11 | |
Unamortized, Weighted Average Exercise Price | $ 0 | |
Granted - Fair Value at Date of Issuance | $ 379,530 | |
Canceled for cashless exercise - Fair Value at Date of Issuance | 0 | |
Exercised (Cashless) - Fair Value at Date of Issuance | 0 | |
Expired - Fair Value at Date of Issuance | 0 | |
Unamortized | 0 | |
Granted - Aggregate Intrinsic Value | 0 | |
Canceled for cashless exercise - Aggregate Intrinsic Value | 0 | |
Exercised (Cashless) - Aggregate Intrinsic Value | 0 | |
Exercised - Aggregate Intrinsic Value | 0 | |
Expired - Aggregate Intrinsic Value | 0 | |
Amortized | 0 | |
Unamortized | $ 0 | |
Warrant [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance, Exercise Price Range Per Share | $ 0.01 | |
Balance, Exercise Price Range Per Share | 0.01 | |
Amortized, Exercise Price Range Per Share | 0.01 | |
Warrant [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Balance, Exercise Price Range Per Share | 0.15 | |
Balance, Exercise Price Range Per Share | 0.15 | |
Amortized, Exercise Price Range Per Share | $ 0.15 |
Deficit (Details 2)
Deficit (Details 2) - Warrant [Member] - $ / shares | 9 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2015 | |
Warrants Outstanding | ||
Number Outstanding | 1,275,000 | 1,475,000 |
Average Remaining Contractual Life (in years) | 5 years 8 months 5 days | |
Weighted Average Exercise Price | $ 0.11 | $ 0.12 |
Warrants Exercisable | ||
Number Exercisable | 1,275,000 | |
Average Remaining Contractual Life (in years) | 5 years 8 months 5 days | |
Weighted Average Exercise Price | $ 0.11 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices Warrants Outstanding | 0.01 | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices Warrants Outstanding | $ 0.15 |
Deficit (Details Narrative)
Deficit (Details Narrative) - USD ($) | Dec. 31, 2015 | Oct. 15, 2015 | Oct. 06, 2015 | Oct. 05, 2015 | Sep. 17, 2014 | Jun. 19, 2015 | Nov. 17, 2014 | Apr. 30, 2014 | Sep. 23, 2011 | Sep. 21, 2015 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | Mar. 31, 2015 | Apr. 28, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Common Stock, Shares, Issued | 45,697,072 | 45,697,072 | 45,697,072 | 43,275,822 | |||||||||||
Common stock issued for cash | 150,000 | ||||||||||||||
Common stock issued for cash, price per share | $ 1 | ||||||||||||||
Common stock issueed for cash value | $ 150,000 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 40,000 | ||||||||||||||
Common Stock, Value, Issued | $ 45,697 | $ 45,697 | $ 45,697 | $ 43,276 | |||||||||||
Forfeiture of unvested restricted common shares | 500,000 | ||||||||||||||
Restricted common stock granted | 500,000 | ||||||||||||||
Value of equity securities purchased by legal advisor | $ 750,000 | ||||||||||||||
JJAT [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Common Stock, Shares, Issued | 29,000,000 | ||||||||||||||
Percentage of issued and outstanding capital stock | 100.00% | ||||||||||||||
Blake Indursky [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share Price (in dollars per share) | $ 1 | ||||||||||||||
Compensation expense | 62,500 | ||||||||||||||
Officers compensation | $ 10,000 | ||||||||||||||
Restricted common stock vested | 250,000 | ||||||||||||||
Schuyler Hoversten [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share Price (in dollars per share) | $ 1 | ||||||||||||||
Restricted common stock granted | 250,000 | ||||||||||||||
Compensation expense | $ 250,000 | ||||||||||||||
Mr. Petrocelli [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Forfeiture of unvested restricted common shares | 500,000 | ||||||||||||||
Advisory and Placement Agent Agreement [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 10,000 | ||||||||||||||
Capital Market Advisory Fees In Cash | $ 5,000 | ||||||||||||||
Capital Market Advisory Fees In Equity | $ 5,000 | ||||||||||||||
Stock Issued During Period Issued for Services Price per Share | $ 1 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 40,000 | ||||||||||||||
Authorization of Stock Grants to Consultants/Professionals Two [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 25,000 | ||||||||||||||
Stock Issued During Period Issued for Services Price per Share | $ 0.50 | ||||||||||||||
Service Agreements [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 315,000 | 75,000 | 370,000 | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Restricted Stock Vesting Period | 2 years | 2 years | 2 years | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award Lock -Up Period | 2 years | 2 years | 2 years | ||||||||||||
Stock Issued During Period Per Share Restricted Stock Award | $ 1 | $ 0.50 | $ 1 | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 315,000 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 170,000 | ||||||||||||||
Service Agreements [Member] | Exercise Price Two [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 200,000 | ||||||||||||||
Stock Issued During Period Per Share Restricted Stock Award | $ 0.50 | ||||||||||||||
Authorization of Stock Grants to Consultants/Professionals One [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | ||||||||||||||
Stock Issued During Period Issued for Services Price per Share | $ 0.50 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 50,000 | ||||||||||||||
Authorization of Stock Grants to Consultants/Professionals [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 85,000 | ||||||||||||||
Stock Issued During Period Issued for Services Price per Share | $ 1 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 85,000 | ||||||||||||||
Advisory Services [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period Shares Restricted Stock Award Gross Each Individual | 875,000 | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 150,000 | 425,000 | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Restricted Stock Vesting Period | 1 year | 1 year | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award Lock -Up Period | 1 year | 1 year | |||||||||||||
Stock Issued During Period Per Share Restricted Stock Award | $ 1 | ||||||||||||||
Advisory Agreement One [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period Shares Restricted Stock Award Gross Each Individual | 100,000 | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 700,000 | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Restricted Stock Vesting Period | 1 year | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award Lock -Up Period | 1 year | ||||||||||||||
Stock Issued During Period Per Share Restricted Stock Award | $ 1 | ||||||||||||||
Media Agreement [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Capital Market Advisory Fees In Cash | $ 35,000 | ||||||||||||||
Capital Market Advisory Fees In Equity | $ 15,000 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 15,000 | ||||||||||||||
Stock Issued During Period Issued for Services Price per Share | $ 0.50 | ||||||||||||||
Common Unit, Issued | 45,000 | 45,000 | 45,000 | ||||||||||||
Common Unit, Issuance Value per Share | $ 1 | $ 1 | $ 1 | ||||||||||||
Restricted common stock granted | 45,000 | ||||||||||||||
Legal Advisor [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 954,988 | ||||||||||||||
Stock Issued During Period Issued for Services Price per Share | $ 0.50 | ||||||||||||||
Legal Advisor [Member] | Reduction In Accounts Payable [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 954,988 | ||||||||||||||
Stock Issued During Period Issued for Services Price per Share | $ 0.50 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 477,494 | ||||||||||||||
Consulting Two [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 29,167 | ||||||||||||||
Stock Issued During Period Issued for Services Price per Share | $ 1 | ||||||||||||||
Consulting One [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 225,000 | ||||||||||||||
Stock Issued During Period Issued for Services Price per Share | $ 0.50 | ||||||||||||||
Consulting [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 158,333 | ||||||||||||||
Stock Issued During Period Issued for Services Price per Share | $ 1 | ||||||||||||||
Securities Purchase Agreements [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Warrant exercise price | $ 0.50 | ||||||||||||||
Common Unit, Issued | 100,000 | 150,000 | 675,000 | 131,250 | 100,000 | 100,000 | |||||||||
Common Unit, Issuance Value per Share | $ 2 | $ 1 | $ 1 | $ 2 | $ 2 | $ 2 | |||||||||
Common Unit, Issuance Value | $ 200,000 | $ 150,000 | $ 675,000 | $ 262,500 | $ 200,000 | $ 200,000 | |||||||||
Common Unit, Issued Exercisable Period | 4 years | 4 years | 4 years | 4 years | |||||||||||
Common Unit, Issued Exercise Price | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Private Placement Memorandum [Member] | Advisory Services [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 150,000 | 450,000 | |||||||||||||
Stock Issued During Period Per Share Restricted Stock Award | $ 1 | $ 0.50 | |||||||||||||
Warrant3Member | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of warrants | 100,000 | 100,000 | 100,000 | ||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Warrants and Rights Outstanding | $ 99,560 | $ 99,560 | $ 99,560 | ||||||||||||
Warrant [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of warrants | 281,250 | 1,125,000 | 281,250 | 281,250 | |||||||||||
Warrant exercise price | $ 0.01 | $ 0.15 | $ 0.01 | $ 0.01 | |||||||||||
Expiration Period | 10 years | ||||||||||||||
Forfeiture of unvested restricted common shares | 0 | ||||||||||||||
Restricted common stock granted | 381,250 | ||||||||||||||
Warrant [Member] | Securities Purchase Agreements [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Warrant exercise price | $ 1 | $ 0.50 | $ 0.50 | $ 1 | $ 1 | $ 1 | |||||||||
Warrants and Rights Outstanding | $ 99,560 | $ 74,325 | $ 336,150 | $ 130,653 | $ 99,560 | $ 99,560 | |||||||||
Warrant2Member | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of warrants | 131,250 | 131,250 | 131,250 | ||||||||||||
Warrant exercise price | $ 1 | $ 1 | $ 1 | ||||||||||||
Warrants and Rights Outstanding | $ 130,653 | $ 130,653 | $ 130,653 | ||||||||||||
Warrant One [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of warrants | 150,000 | 150,000 | 150,000 | ||||||||||||
Warrant exercise price | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||
Warrants and Rights Outstanding | $ 74,325 | $ 74,325 | $ 74,325 | ||||||||||||
Common Stock | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 40,000 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 40 | ||||||||||||||
Common Stock | Securities Purchase Agreements [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share Price (in dollars per share) | $ 1 | $ 0.50 | $ 0.50 | $ 1 | $ 1 | $ 1 | |||||||||
Common Stock, Value, Issued | $ 100,440 | $ 75,675 | $ 338,850 | $ 131,847 | $ 100,440 | $ 100,440 |
Concentration of Credit Risk (D
Concentration of Credit Risk (Details Textual) | 9 Months Ended |
Dec. 31, 2015 | |
Concentration Risk [Line Items] | |
Concentration Risk, Credit Risk, Financial Instruments | As of December 31, 2015, substantially all (95%) of the Company’s cash was held by major financial institutions in the United Kingdom and the balance at certain accounts may exceed the maximum amount insured by the Financial Services Compensation Scheme (FSCS) (£85,000 per account, per authorized institution as of December 31, 2010). However, the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts. |