Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Jul. 11, 2016 | Sep. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | LOTON, CORP | ||
Entity Central Index Key | 1,491,419 | ||
Document Type | 10-K | ||
Trading Symbol | LIVX | ||
Document Period End Date | Mar. 31, 2016 | ||
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 | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 53,009,978 | ||
Entity Common Stock, Shares Outstanding | 45,792,138 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 36,898 | $ 36,121 |
Prepaid expenses | 15,995 | 810 |
Total Current Assets | 52,893 | 36,931 |
Other Assets | ||
Fixed assets, net | 62,569 | 10,892 |
Equity Investment in OCHL | 4,889,515 | 4,478,962 |
Note receivable - OCHL | 213,331 | 494,750 |
Total Assets | 5,218,308 | 5,021,535 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 481,412 | 364,690 |
Note payable | 262,042 | 246,086 |
Due to related parties | 117,124 | 101,345 |
Accrued interest, related party | 232,733 | 81,103 |
Note payable, related party | 2,784,000 | 825,000 |
Services payable, related party | 1,000,000 | 1,000,000 |
Total Current Liabilities | 4,877,311 | 2,618,224 |
Unsecured convertible notes, net of discount | 110,273 | |
Total Liabilities | 4,987,584 | 2,618,224 |
Stockholders' Equity: | ||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; No shares issued and outstanding | ||
Common stock, $0.001 par value; 75,000,000 shares authorized; 45,998,488 and 44,134,988 shares issued and outstanding, respectively | 45,998 | 44,135 |
Additional paid in capital | 14,030,897 | 12,458,403 |
Accumulated deficit | (13,846,171) | (10,099,227) |
Total stockholders' equity | 230,724 | 2,403,311 |
Total Liabilities and Stockholders' Equity | $ 5,218,308 | $ 5,021,535 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Mar. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 75,000,000 | 75,000,000 |
Common stock, issued | 45,998,488 | 44,134,988 |
Common stock, outstanding | 45,998,488 | 44,134,988 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating expenses: | ||
Selling, general and administrative | $ 3,619,000 | $ 2,715,881 |
Related party expenses | 360,000 | 526,660 |
Total operating expenses | 3,979,000 | 3,242,541 |
Loss from operations | (3,979,000) | (3,242,541) |
Other income (expense): | ||
Compensation expense, investors | (2,600,080) | |
Interest expense, net | (178,498) | (46,016) |
Earnings from investment | (410,553) | (278,962) |
Total other income (expense) | 232,055 | (2,367,134) |
Net loss | $ (3,746,944) | $ (5,609,675) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.08) | $ (0.15) |
Weighted average common shares - basic and diluted (in shares) | 45,041,398 | 37,636,497 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Mar. 31, 2014 | $ 9,120 | $ 3,389,883 | $ (4,489,552) | $ (1,090,549) | |
Balance at beginning (in shares) at Mar. 31, 2014 | 9,120,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued for acquisition of OCHL | $ 29,000 | 4,171,000 | 4,200,000 | ||
Shares issued for acquisition of OCHL (in shares) | 29,000,000 | ||||
Shares issued for cash | $ 825 | 824,175 | 825,000 | ||
Shares issued for cash (in shares) | 825,000 | ||||
Shares issued for services and advisory board | $ 1,285 | 958,715 | 960,000 | ||
Shares issued for services and advisory board (in shares) | 1,285,000 | ||||
Shares issued upon exercise of warrants | $ 2,950 | 26,550 | 29,500 | ||
Shares issued upon exercise of warrants (in shares) | 2,950,000 | ||||
Shares issued as payment for amounts owed to legal advisors | $ 955 | 476,539 | 477,494 | ||
Shares issued as payment for amounts owed to legal advisors (in shares) | 954,988 | ||||
Amortization of warrants issued to related parties for services | 11,461 | 11,461 | |||
Fair value of warrants issued for compensation | 2,600,080 | (2,600,080) | |||
Net loss | (5,609,675) | (5,609,675) | |||
Balance at ending at Mar. 31, 2015 | $ 44,135 | 12,458,403 | (10,099,227) | 2,403,311 | |
Balance at ending (in shares) at Mar. 31, 2015 | 44,134,988 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued for cash | $ 381 | 612,119 | 612,500 | ||
Shares issued for cash (in shares) | 381,250 | ||||
Shares issued for services and advisory board | $ 901 | 855,599 | 856,500 | ||
Shares issued for services and advisory board (in shares) | 901,000 | ||||
Shares issued upon exercise of warrants | $ 581 | 5,232 | 5,813 | ||
Shares issued upon exercise of warrants (in shares) | 581,250 | ||||
Shares issued as payment for amounts owed to legal advisors | |||||
Fair value of warrants issued for compensation | |||||
Fair value of warrants issued as debt discount | 99,544 | 99,544 | |||
Net loss | (3,746,944) | (3,746,944) | |||
Balance at ending at Mar. 31, 2016 | $ 45,998 | $ 14,030,897 | $ (13,846,171) | $ 230,724 | |
Balance at ending (in shares) at Mar. 31, 2016 | 45,998,488 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (3,746,944) | $ (5,609,675) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,336 | 3,048 |
Common stock issued for services | 856,500 | 971,461 |
Amortization of debt discount | 9,817 | |
Warrants issued for compensation | 2,600,080 | |
Equity in earnings of OCHL | (410,553) | (278,962) |
Changes in operating assets and liabilities: | ||
(Increase)/Decrease in prepaids | (15,185) | 265,068 |
(Increase)/Decrease from loans, related party | 15,779 | 101,345 |
Services payable - related party | 166,660 | |
Decrease/(Increase) in accounts payable and accrued liabilities | 284,307 | 833,221 |
Net cash used in operating activities | (2,999,941) | (947,754) |
Cash Flows from Investing Activities: | ||
Purchases of fixed assets | (58,013) | (5,322) |
Note receivable, OCHL | 281,418 | (494,750) |
Net cash used in investing activities | (223,406) | (500,072) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable, related party | 1,959,000 | 625,000 |
Repayment of note payable | (300,000) | |
Proceeds from convertible notes | 200,000 | |
Proceeds from issuance of common stock | 618,314 | 854,500 |
Net cash provided by financing activities | 2,777,314 | 1,179,500 |
Net Increase/(Decrease) in cash | 777 | (268,326) |
Cash, beginning of period | 36,121 | 304,446 |
Cash, end of period | 36,898 | 36,121 |
Supplemental Schedule of Non-Cash Investing and Financing | ||
Shares for investment in OCHL | 4,200,000 | |
Warrants issued as debt discount | 97,544 | |
Conversion of accounts payable into equity | 477,494 | |
Conversion of accounts payable to notes payable | $ 242,498 |
Organization, Operations and Ba
Organization, Operations and Basis of Presentation | 12 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Operations and Basis of Presentation | Note 1 Organization, Operations and Basis of Presentation Business and Operations Loton, Corp (we, us, our or the Company) was incorporated under the laws of the State of Nevada on December 28, 2009. The Companys mission is to aggregate live music and content driven by live music through mutually beneficial relationships with the worlds 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. The Company also owns a 50% interest in Obar Camden Holdings Ltd. ("Obar Camden" or "OCHL"), a private limited company registered in England and Wales that engages in the operations of a nightclub and live music venue KOKO in Camden, London, England. Basis of Presentation The consolidated financial statements for the year ending March 31, 2015 presented herein have been restated to present the Companys investment in OCHL on the equity basis of accounting and to correct for other prior errors. Please see Note 4 for details Going Concern The Companys consolidated financial statements have been prepared assuming that it will continue as a going concern, and 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 a working capital deficit of $4,824,418 at March 31, 2016, and incurred a net loss of $3,746,944, and utilized net cash used in operating activities $2,999,943 for the reporting period then ended. These factors raise substantial doubt about the Companys ability to continue as a going concern. 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 Management estimates that the current funds on hand will be sufficient to continue operations through December 31, 2016. The ability of the Company to continue as a going concern is dependent on the Companys ability to execute its strategy and in its ability to raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case or equity financing. Subsequent to the year ended March 31, 2016, the Company raised $1,250,000 through the sale of its common stock with warrants to certain accredited investors |
Significant Accounting Policies
Significant Accounting Policies and Practices | 12 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Practices | Note 2 - Significant Accounting Policies and Practices Use of 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). Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in impairment testing of long term assets and equity investments, accruals for potential liabilities and valuing equity instruments issued for services. Actual results could differ from those estimates. Principles of Consolidation The Company's consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest LiveXLive, Corp. Delaware February 24, 2015 100% KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014 100% KOKO (Camden) UK Limited England and Wales November 7, 2013 100% The 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. Fair Value of Financial Instruments The Company follows the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Companys financial assets and liabilities, including cash, accounts receivable, prepaid expenses, accounts payable, income tax payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. As of March 31, 2016 and 2015, we determined the value of our investment in unconsolidated subsidiary to be $4,889,515 and $4,478,962, respectively. 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. Investment in Unconsolidated Subsidiary Under the Equity Method The Company accounts for investments in which the Company owns more than 20% of the investee, using the equity method in accordance with ASC Topic 323, InvestmentsEquity Method and Joint Ventures. Under the equity method, an investor initially records an investment in the stock of an investee at cost, and adjusts the carrying amount of the investment to recognize the investor's share of the earnings or losses of the investee after the date of acquisition. The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor's share of changes in the investee's capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. 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 Furniture and fixtures 5 Production and entertainment equipment 10 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. Carrying Value, Recoverability and Impairment of Long-Lived Assets An impairment loss will 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 is based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Restoring a previously recognized impairment loss is prohibited. The Companys 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 tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company does not anticipate incurring any losses related to these credit risks. The Company extends credit based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and intends to maintain allowances for anticipated losses, as required. Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Options granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Deferred Tax Assets and Income Tax Provision The Company follows the asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. 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. 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 managements 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. The Companys tax years 2011 to 2014 remain subject to examination by major tax jurisdictions Pursuant to the Internal Revenue Code Section 382 (Section 382), certain ownership changes may subject the NOLs to annual limitations which could reduce or defer the NOL. Section 382 imposes limitations on a corporations 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. Earnings Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. At March 31, 2016 and 2015 the Company had 1,800,000 and 1,800,000 warrants outstanding, respectively, which were excluded from the loss per share calculation as they were anti-dilutive. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company's financial statements and disclosures. In August, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company's financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statement presentation or disclosures. |
Restatement of Prior Period Fin
Restatement of Prior Period Financial Statements | 12 Months Ended |
Mar. 31, 2016 | |
Restatement Of Prior Period Financial Statements | |
Restatement of Prior Period Financial Statements | Note 3 Restatement of Prior Period Financial Statements The financial statements for the year ended March 31, 2015 have been restated. On July 11, 2016, our Board of Directors, determined that the Merger was erroneously accounted for as a reverse acquisition for accounting purposes and that OCHL was improperly included in consolidation as our subsidiary. OCHL should have been reflected as an investment accounted for under the equity method of accounting. This determination was based on an analysis by our management that we did not have sufficient control of OCL at the date of the transaction in accordance with the current accounting rules. Therefore, this Annual Report on Form 10-K (this Annual Report) contains our financial statements for the fiscal year ended March 31, 2016 and restated financial statements for the fiscal year ended March 31, 2015 (the 2015 Annual Report) that properly present the Merger and our investment in OCHL on the equity basis of accounting and correct the prior period for other errors. Specifically, on April 28, 2014, the Company consummated an Agreement and Plan of Merger (the Agreement), by and among the Company, Loton Acquisition Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (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 Companys Executive Chairman, President, Director and controlling shareholder), and his affiliates (the Merger). As a result of the Merger, KOKO Parent became a wholly-owned subsidiary of the Company, and the Companys then 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 Parents former sole shareholder, JJAT, received 29,000,000 shares of the Companys common stock. Since both the Company and JJAT were controlled by Mr. Ellin at the time of the consummation of the Merger, this reverse merger transaction should have been accounted for as a transaction between entities under common control. Accordingly, this equity method investment should have been initially measured on the Company's financial statements at its then JJAT's historical basis of $4.2 million. In addition, certain issuances of common stock prior to March 31, 2014 were improperly recorded, and the applicable adjustments to accumulated deficit and additional paid in capital have been made herein. The effects on the previously issued financial statements are as follows: Loton, Corp Consolidated Balance Sheets Originally Filed, Effective of Equity Treatment, As Restated, Notes ASSETS Current Assets Cash $ 866,951 $ (830,830 ) $ - $ 36,121 (1) Accounts receivable 67,876 (67,876 ) - - (1) Inventories 161,977 (161,977 ) - - (1) Prepayments and other current assets 460,226 (459,416 ) - 810 (1) Deferred taxes 36,345 (36,345 ) - - (1) Total Current Assets 1,593,375 (1,556,444 ) - 36,931 Property and Equipment, net 950,208 (939,316 ) - 10,892 Intangible Assets, net 9,551 (9,551 ) - - Investment in OCHL - - 4,478,962 4,478,962 (2) Note receivable - OCHL - - 494,750 494,750 (2) Total Assets $ 2,553,134 $ (2,505,311 ) $ 4,973,712 $ 5,021,535 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable $ 843,667 $ (478,977 ) $ - $ 364,690 (1) Deferred rent, current portion 80,700 (80,700 ) - - (1) Income taxes payable 241,813 (241,813 ) - - (1) Management service obligation - related party 1,000,000 - - 1,000,000 Note payable - 246,086 - 246,086 (1) Notes payable - related parties 1,701,124 (876,124 ) - 825,000 (1) VAT tax payable and payroll liabilities 202,024 (202,024 ) - - (1) Advances from related parties 127,467 (26,122 ) - 101,345 (1) Accrued expenses and other current liabilities 601,324 (520,221 ) - 81,103 (1) Total Current Liabilities 4,798,119 (2,179,895 ) - 2,618,224 NON-CURRENT LIABILITIES Note payable 242,498 (242,498 ) - - (1) Deferred rent 1,049,114 (1,049,114 ) - - (1) Total Non-Current Liabilities 1,291,612 (1,291,612 ) - - Total Liabilities 6,089,731 (3,471,507 ) - 2,618,224 EQUITY 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; 43,275,822 and 29,000,000 shares issued and outstanding, respectively 43,276 859 - 44,135 (2) Additional paid-in capital 2,440,947 10,017,456 - 12,458,403 Retained earnings (accumulated deficit) (5,272,900 ) (9,800,039 ) 4,973,712 (10,099,227 ) (2) Accumulated other comprehensive income (loss): - - - Foreign currency translation loss (25,932 ) 25,932 - - (1) Total Loton Corp. Stockholders' Equity (Deficit) (2,814,609 ) 244,208 4,973,712 2,403,311 NON-CONTROLLING INTEREST Non-controlling interest - capital stock 1 (1 ) - - (1) Non-controlling interest - Retained earnings (accumulated deficit) (696,058 ) 696,058 - - (1) Accumulated other comprehensive income (loss): - - (1) Foreign currency translation loss (25,931 ) 25,931 - - (1) Total Non-Controlling Interest (721,988 ) 721,988 - - Total Equity (Deficit) (3,536,597 ) 966,196 4,973,712 2,403,311 Total Liabilities and Equity $ 2,553,134 $ (2,505,311 ) $ 4,973,712 $ 5,021,535 Notes: (1) To remove balances of previously consolidated investment (2) To reflect investment in KoKo under equity method Loton, Corp Consolidated Statements of Operations Originally Filed, Effective of Pro forma after Equity Treatment, As Restated, Notes Revenues $ 7,436,877 $ (7,436,877 ) $ - $ - $ - (1) - Cost of Revenue 1,101,267 (1,101,267 ) - - - (2) Gross Margin 6,335,610 (6,335,610 ) - - - Operating Expenses Selling, general and administrative 7,886,823 (5,170,942 ) 2,715,881 - 2,715,881 (1) Related party expenses 609,183 (82,523 ) 526,660 - 526,660 (1) Total operating expenses 8,496,006 (5,253,465 ) (3,242,541 ) - (3,242,541 ) - Income (loss) from operations (2,160,396 ) (1,082,145 ) (3,242,541 ) - (3,242,541 ) - Other (income) expense - Compensation expense, investors 2,600,080 - 2,600,080 - 2,600,080 Interest (income) expense, net 131,707 (85,691 ) 46,016 - 46,016 (1) Earnings from investment - - $ - (278,962 ) (278,962 ) (2) Other (income) expense, net 2,731,787 (85,691 ) 2,646,096 (278,962 ) 2,367,134 - Net income (loss) before income taxes (4,892,183 ) (996,454 ) $ (5,888,637 ) 278,962 (5,609,675 ) $ - Income tax provison 261,784 261,784 - - - (1) - Net income (loss) before non-controlling interest (5,153,967 ) (734,670 ) (5,888,637 ) (278,962 ) (5,609,675 ) $ - Net income (loss) attributable to non-controlling interest 278,959 (278,959 ) - - - (1) - Net income (loss) attributable to Loton Corp. stockholders (5,432,926 ) (455,711 ) (5,888,637 ) (278,962 ) (5,609,675 ) - Other comprehensive income (loss) - FX translation gain (loss) (8,226 ) 8,226 - - - (1) FX translation gain (loss) attributable to non-controlling interest (4,113 ) 4,113 - - - (1) - Other comprehensive income (loss) attributable to Loton Corp stockholders (4,113 ) 4,113 - - - $ - Comprehensive income (loss) $ (5,437,039 ) $ (451,598 ) $ (5,888,637 ) $ (278,962 ) $ (5,609,675 ) Earnings Per Share: - basic and diluted $ (0.13 ) $ (0.15 ) $ (0.15 ) Weighted average common shares outstanding: - basic and diluted 39,952,286 39,952,286 37,636,497 Notes: (1) To remove balances of previously consolidated investment (2) To reflect investment in KoKo under equity method Loton, Corp Consolidated Statements of Cash Flows Originally Filed, Effective of Equity Treatment, As Restated, Notes Cash Flows from Operating Activities (as Restated) Net loss $ (5,153,967 ) $ (455,708 ) $ - $ (5,609,675 ) (1) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 173,785 (170,737 ) - 3,048 (1) Common stock issued for services 934,795 36,666 - 971,461 (1) Warrants issued for compensation 2,600,080 - - 2,600,080 (1) Equity in earnings of OCHL - - (278,962 ) (278,962 ) Changes in operating assets and liabilities: (Increase)/Decrease in current assets (40,789 ) 40,789 - - (1) (Increase)/Decrease in prepaids 300,115 (35,047 ) - 265,068 (1) (Increase)/Decrease in note receivable - related party 38,757 62,588 - 101,345 (1) Services payable - related party 138,882 27,778 166,660 (1) Decrease/(Increase) in current liabilities, net 828,551 4,670 - 833,221 (1) Net cash used in operating activities (179,791 ) (489,001 ) (278,962 ) (947,754 ) Cash Flows from Investing Activities: Purchases of fixed assets (70,250 ) 64,928 - (5,322 ) (1) Note receivable, related party 85,608 (580,358 ) - (494,750 ) (1) Net cash used in investing activities 15,358 (515,430 ) - (500,072 ) Cash Flows from Financing Activities Proceeds from notes payable, related party 445,185 179,815 - 625,000 (1) Repayment of note payable (500,000 ) 200,000 - (300,000 ) (1) Proceeds from issuance of common stock 854,500 - - 854,500 Dividends paid (407,707 ) 407,707 - - (1) Net cash provided by financing activities 391,978 787,522 - 1,179,500 Effect of exchange rate changes on cash (91,802 ) (91,802 ) - - (1) Net Increase/(Decrease) in cash 135,743 (216,909 ) (278,962 ) (268,326 ) Cash, beginning of period 731,208 304,446 (1) (1) Cash, end of period $ 867,951 $ 36,120 Notes: (1) To remove balances of previously consolidated investment (2) To reflect investment in KOKO under equity method |
Equity Investments in OCHL
Equity Investments in OCHL | 12 Months Ended |
Mar. 31, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments in Affiliate | Note 4 Equity Investments in OCHL On April 28, 2014 the Company acquired a 50% equity interest in Obar Camden Holdings Ltd (OCHL), an entity that owns Obar Camden, a music and entertainment company whose principal business is the operation of a live music venue and nightclub known as KOKO located in Camden, London. KOKO provides live shows, club nights, corporate and other events at KOKO. The Company acquired its 50% interest through the issuance of 29,000,000 shares of our common stock to the seller, JJAT, an entity wholly owned by Mr. Ellin. Since both the Company and JJAT were controlled by Mr. Ellin at the time of this agreement, the transaction was accounted for as a transaction between related parties at the related parties original basis. Accordingly, the Company recorded the equity method investment at $4.2 million which is JJAT's historical basis in OCHL. As part of the transaction, the Company is to be reimbursed $494,750 by OCHL for legal and other acquisition costs incurred in relation to the acquisition of the 50% interest. As of March 31, 2016 and 2015, the outstanding advances due the Company were $213,331 and $494,750, respectively. The note bears interest at 8% per annum and was due April 27, 2015. The note is currently in default. The OCHL Shareholders Agreement On February 12, 2014, (1) Mr. Bengough, and (2) KOKO UK, Mr. Ellin, Trinad Capital Master Fund (collectively, the Ellin Parties) and (3) OCHL entered into a Shareholders Agreement (the OCHL Shareholders Agreement) pursuant to which, among other terms, the parties agreed that each of Mr. Ellin and Mr. Bengough shall constitute the Board of Directors of OCHL and each shall be restricted from taking actions on behalf of OCHL without the written consent of the other individual, including, but not limited to, changes in the nature of the business, amendments to governing documents, restructuring or recapitalizations, issuances of stock, purchases of material assets, entry into material contracts, incurring or guaranteeing debt, removal of any director or restructure the board of OCHL. Because OCHL is the sole parent of OCL, our ability to manage OCHL and OCL is subject to the terms of the OCHL Shareholders Agreement and Mr. Bengoughs consent is required for most material actions to be taken by OCHL and OCL, so long as the OCHL Shareholders Agreement remains in effect. Each of Mr. Bengough and Mr. Ellin are entitled to serve on the board of OCHL so long as the OCHL Shareholders Agreement is in effect, and the board cannot take action without the consent of both board members. Pursuant to the OCHL Shareholders Agreement, any cash distributions by OCHL must be distributed pro rata to each of KOKO UK and Mr. Bengough. Finally, the OCHL Shareholders Agreement restricts the transfer of shares in OCHL or OCL by KOKO UK or Mr. Bengough and grants each a right of first refusal and the right to have the proposed shares valued by an independent accounting firm and sold to the other party at a price determined by valuation rather than the price necessarily offered by the prospective purchaser. On April 24, 2014, the OCHL Shareholders Agreement was amended pursuant to the terms of the Variation to Shareholders Agreement (Variation Agreement) among Mr. Bengough, KOKO UK, the Ellin Parties, OCHL, OCL, JJAT and our Company which, amongst other terms, (1) joined OCL, JJAT and the Company as parties to the OCHL Shareholders Agreement, and (2) Mr. Bengough also agreed to transfer all of his interests in OCHL in exchange for 29,000,000 shares of our common stock to be issued in a private placement transaction, which would constitute no less than 42.5% of our outstanding capital stock on a fully diluted basis (but before our future issuance of up to 3,200,000 shares of our common stock to our advisors, consultants and key employees as approved by our Board of Directors) and pursuant to the OCHL Shareholders Agreement, subject to Mr. Bengoughs receipt of satisfactory tax clearances under the tax laws of the United Kingdom. We agreed to indemnify Mr. Bengough from any adverse tax expenses and costs required to be paid by Mr. Bengough in connection with the transfer of his interests in OCHL. To date, the parties to the Variation Agreement have been unable to reach an agreement on mutually acceptable documentation to effect the share exchange described above. We and Mr. Bengough are presently continuing to co-operate OCHL and OCL with Mr. Bengough leading OCLs day-to-day business. The Variation Agreement and the related OCHL Shareholders Agreement remain in full force and effect, subject to any court mandated changes or orders made with respect to the Petition (for a detailed discussion of the Petition, see Note 10). Pursuant to the terms of the OCHL Shareholders Agreement and Variation Agreement, each of Mr. Ellin and Mr. Bengough constitute the Board of Directors of OCHL and each of Mr. Bengough and Mr. Ellin are restricted from taking actions on behalf of OCHL without the written consent of the other individual. As of March 31, 2016 and 2015, the changes in investments in and advances to equity method investments are summarized as follows: Balance March 31, 2014 Initial Investment $ 4,200,000 50% share of net income (loss) 278,962 Balance March 31, 2015 4,478,962 50% share of net income 410,553 Balance March 31, 2016 $ 4,889,515 The carrying amounts of the major classes of assets and liabilities of OCHL as of March 31, 2016 and 2015 are as follows March 31, 2016 March 31, 2015 Assets Current assets: Cash and cash equivalents $ 386,009 $ 830,831 Accounts receivable 24,743 67,876 Inventory 62,548 161,977 Prepaid expenses and other current assets 533,128 495,761 Total current assets 1,006,429 1,556,444 Other assets Property and equipment, net of accumulated depreciation 867,975 948,867 Total assets $ 1,874,205 $ 2,505,311 Liabilities Current liabilities: Accounts payable $ 514,488 $ 695,340 Taxes payable 410,504 241,813 Notes payable, current 207,978 1,404,465 Other accrued liabilities 460,290 592,148 Total current liabilities 1,593,210 2,933,767 Deferred rent noncurrent 937,459 1,049,144 Total Liabilities 2,530,669 3,982,911 Shareholders deficit (656,464 ) (1,477,670 ) Total liabilities and shareholders deficit $ 1,874,205 $ 2,505,311 Revenue and expenses for the years ended March 31, 2016 and 2015 were as follows: Years Ended March 31, 2016 2015 Revenue $ 6,754,707 $ 7,436,877 Cost of revenue 920,667 1,101,267 Gross profit 5,834,040 6,335,611 Operating expenses: Selling, general and administrative 4,613,058 5,262,813 Depreciation and amortization 133,106 160,142 Total operating expenses 4,746,164 5,422,955 Income from operations before other expenses 1,087,875 912,656 Other expenses: Interest 45,997 92,949 Income before provision for taxes 1,041,879 819,707 Taxes 220,773 261,784 Net Incomes $ 821,105 $ 557,923 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 Property and Equipment Years Ended March 31, 2016 2015 Production equipment $ 51,304 $ Computer equipment 23,125 16,416 Total property and equipment 74,429 16,416 Accumulated depreciation (11,860 ) (5,524 ) Property and equipment, net $ 62,569 $ 10,892 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, 2016. Depreciation expense was $6,336 and $3,048 for the years ended March 31, 2016 and 2015, respectively. |
Related Party Notes Payable
Related Party Notes Payable | 12 Months Ended |
Mar. 31, 2016 | |
Short-term Debt [Abstract] | |
Related Party Notes Payable | Note 6 Related Party Notes Payable As of March 31, 2016 and 2015, the Company had the following outstanding notes payable to Trinad Capital Master Fund (Trinad Capital), a fund wholly owned by Mr. Ellin, the Companys Executive Chairman, President, director and majority owner, for both short and long term working capital requirements: As of March 31, 2016 2015 (Restated) First Senior Note $ 1,000,000 $ 825,000 Second Senior Note 1,784,000 Total $ 2,784,000 $ 825,000 First Senior Note - Trinad Capital Master Fund On December 31, 2014, the Company entered into a senior convertible promissory note (the First Senior Note) with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of six percent (6%) per annum on the unpaid principal amount of outstanding advances. At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note: On January 27, 2015, the Company and Trinad Capital entered into an amendment to the First Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the First Senior Note was extended to June 30, 2016 and (2) the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in the equity financing; On February 5, 2015, the Company and Trinad Capital entered into an amendment and restatement of the First Senior Note, effective as of December 31, 2014, pursuant to which the convertibility feature of the note was eliminated in its entirety; and On April 21, 2016, the First Senior Note was amended to extend the maturity date to June 30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 572,493 shares of its common stock, with an exercise price of $0.01 per share and expiration date of April 21, 2020. As of March 31, 2016 and 2015, $1,000,000 and $825,000 of principal and $140,555 and $81,102 of accrued interest payable, respectively, was outstanding under the First Senior Note. Second Senior Note - Trinad Capital Master Fund On April 8, 2015, the Company entered into a second senior promissory note (the Second Senior Note) with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note: On July 10, 2015, the 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; and On April 26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June 30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 1,103,884 shares of its common stock, with an exercise price of $0.01 per share and expiration date of April 21, 2020. During the year ended March 31, 2016, Trinad Capital made additional advances to us under the Second Senior Note totaling $1,784,000. As of March 31, 2016, $1,784,000 of principal and $87,048 of accrued interest payable, respectively, were outstanding under the Second Senior Note. There were no amounts due as of March 31, 2015. |
Other Note Payable
Other Note Payable | 12 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Other Note Payable | Note 7 Other 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 or such later date as the lender may agree to in writing. As of July 11, 2016, the Note had not been extended and is currently in default. As of March 31, 2016 and 2015, $242,498 principal and $19,544 and $3,588, respectively, of accrued interest was outstanding under the Note. |
Unsecured Convertible Notes Pay
Unsecured Convertible Notes Payable | 12 Months Ended |
Mar. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Unsecured Convertible Notes Payable | Note 8 Unsecured Convertible Notes Payable Unsecured Convertible notes payable at March 31, 2016 were as follows; 8% Unsecured Convertible Notes $ 200,000 Less accumulated amortization of Valuation Discount (89,727 ) Net $ 110,273 During the year ended March 31, 2016, the Company issued three 8% unsecured notes payable to investors (the Lenders) for an aggregate amount of $200,000. These notes will be payable upon the date that is 24 months from the date of issuance. In addition, the lenders were issued 200,000 warrants of the Companys common stock at an exercise price of $0.01 per share. As of March 31, 2016, $200,000 of these notes were outstanding. The aggregate relative fair value of the warrants issued along with the notes were valued at $99,915 using the Black-Scholes Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount and is being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727. The notes are subject to an automatic conversion feature if the Company raises a minimum of 2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings (a Qualified Equity Financing) prior to the maturity date, the Lenders will have the rights to convert all outstanding principal and interest into the same equity securities (the Investor Stock) issued in the Qualified Equity Financing at 75% of the issuance price of the Investor Stock in such offering. The holders of the notes shall receive the same rights, privileges and protections as the Investor Stock issued in connection with the Qualified Equity Financing including, but not limited to, registration rights. If a Lenders note is not converted (as set out above) prior to its maturity date, such Lender shall in its sole discretion have the option to convert all outstanding principal and interest into either the Companys common stock at a conversion price per share based upon the Companys then current valuation, as determined by the Board of Directors; provided, however, that if there is a Sale of the Company (as defined in the notes) prior to the conversion of the notes or the maturity date, then, upon the closing of such Sale, the Company will pay each Lender an amount of cash equal to the principal amount outstanding under such Lenders note, plus accrued interest on such note, in full satisfaction of its obligations under the notes. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 Related Party Transactions Management Services from Trinad Management LLC Pursuant to a Management Agreement with Trinad Management LLC (Trinad LLC) entered into on September 23, 2011, Trinad LLC has 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 Companys 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 fair value of the Warrant, estimated on the date of grant, was $82,575 and was amortized over the period of service of three (3) years. During the year ended March 31, 2015, the remaining unamortized balance of $11,461 was expensed. During the year ended March 31, 2015, the Company accrued $180,000 related to the remaining portion due under the Management Agreement. The total amount of $1,000,000 due Trinad LLC is reflected as a liability on the accompanying March 31, 2016 and 2015 balance sheets. Trinad LLC continues to provide services to the Company at a fee of $30,000 per month on a month-to-month basis. For each of the years ended March 31, 2016 and 2015, the Company incurred $360,000 of such costs. As of March 31, 2016 and 2015, amounts due to related parties were $117,124 and $101,345, respectively, payable to Robert Ellin, our Executive Chairman, President, director and controlling stockholder. These amounts were provided for working capital as needed and are unsecured, non-interest bearing advances with no formal terms of repayment. Rent During the fiscal year ended March 31, 2016, we subleased office space from Trinad LLC for no cost to us. Management estimates such amounts to be immaterial. We anticipate continuing to sublease such space at no cost to us for the foreseeable future. We believe that such property is in good condition and is suitable for the conduct of our business. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 Commitments and Contingencies Employment Agreements On October 6, 2015, the Company appointed Blake Indursky as the Executive Vice Chairman and Senior Vice President of Operations of the Company. Mr. Indurskys 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 Companys restricted common stock which shall vest equally on a monthly basis over the twelve (12) month term of the Employment Agreement. Legal Proceedings On May 20, 2016, Mr. Oliver Bengough filed a Petition for Relief (the Petition) in the High Court of Justice, Chancery Division (the Court) against OCHL, OCL, KOKO UK and Mr. Ellin (collectively, the Respondents). In connection with the Petition, effective as of May 20, 2016, Mint Group terminated the Management Services Agreement with OCL pursuant to which Mint Group served as a contracted service provider to KOKO, a nightclub and live music venue KOKO in Camden, London owned by KOKO UK. The Petitioner claims certain breaches of duty by Mr. Ellin in connection with the corporate operations of the Respondents, as well as a deterioration of the relationship between the parties. The Petitioner further claims that his interests have been unfairly prejudiced by the conduct of the Respondents and the breakdown of trust and confidence between himself and Mr. Ellin. In connection with such termination, we demanded the resignation of Mr. Bengough (a significant shareholder of Mint Group) from the board of OCHL due to what we strongly believe to be performance and management concerns on behalf of Mint Group and its non-payment of certain funds. OCHL was formed by OCLs stockholders for the sole purpose of acquiring all of the registered and contributed capital of OCL, is a 50%-owned subsidiary of the Company and is the parent of OCL. Among other things, the Petitioner is seeking an order by the Court for the sale by KOKO UK of its shares in OCHL to the Petitioner at a fair market value to be determined by the Court or an independent third party valuation with a discount to reflect the losses claimed to be suffered by the Petitioner. The Petitioner is further seeking, if required, an order terminating Mr. Ellins directorship of OCHL and OCL, permission to bring a derivative action against Mr. Ellin alleging breaches of certain duties set forth in the Petition, for the Court to set aside the Senior Note and Junior Note (as each defined below) or alternatively such part of those notes which the Petitioner alleges are expenses for which Respondents OCL and OCHL should not be liable and for the Court to declare that OCL and OCHL have no liability for such expenses to us, JJAT or any other person connected with Mr. Ellin. As part of the initial hearing, the Court granted Petitioners request for interim relief to allow the Petitioner to continue running OCLs business as it was conducted prior to the filing of the Petition, subject to Mr. Ellins approval of any expenditures exceeding $15,000 in amount (the Interim Injunction). This interim relief was granted pending a final decision on the Interim Injunction at the next hearing. As part of the Merger consummated on April 28, 2014, OCHL and OCL became additional promisors under 2 promissory notes, a promissory note, dated as of April 28, 2014 (the Senior Note), issued in favor of JJAT, and a promissory note, dated as of April 28, 2014 (the Junior Note), issued in our favor. Pursuant to the Senior Note, OCHL and OCL are jointly liable for the principal amount of $1,376,124 and interest at 8% per annum. Pursuant to the Junior Note, OCHL and OCL are jointly liable to us for a principal amount of $494,749 and interest at 8% per annum. In the event the Court denies the Petitioners relief summarized above, a request was made by the Petitioner for an order by the Court for the winding up of OCL and OCHL based upon deadlock of its board and members. The Respondents have retained UK counsel in this matter and categorically deny all allegations in the Petition and intend to aggressively defend this action, to refute the allegations set forth therein and to file a substantive counter-complaint in answer to the Petition. A 2-day hearing has been set by the Court for July 28 and 29, 2016, consisting of a procedural hearing on the Petition and to rule on the Interim Injunction. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity: | |
Stockholders' Equity | Note 11 Stockholders Equity Common Stock On February 13, 2014, JJAT exchanged its shares of stock of OCHL for 29,000,000 shares of the Companys common stock. The shares were valued at $4,200,000, the historical cost basis of JJAT in the stock conveyed to the Company. JJAT is an entity that is owned by Robert Ellin, the majority shareholder of the Company Sale of Common Stock or Equity Units During the year ended March 31, 2015, the Company issued an aggregate of 150,000 shares of its common stock at $1.00 per share for $150,000 in cash. During the year ended March 31, 2015, the Company entered into securities purchase agreements with accredited investors, pursuant to which the Company agreed to issue an aggregate of 675,000 Units at a purchase price per unit of $1.00 per share for an aggregate purchase price of $675,000 with each unit consisting of one share of the Companys common stock and one warrant to purchase a share of the Companys common stock, exercisable for a period of four years from the date of original issuance at an exercise price of $0.01 per share During the year ended March 31, 2016, the Company entered into securities purchase agreements with accredited investors, pursuant to which the Company agreed to issue an aggregate of 381,250 units at a purchase price of $2.00 per unit for $612,500 in cash. Each unit consisted of one share of the Companys common stock and one warrant to purchase a share of the Companys common stock, exercisable for a period of four years from the date of original issuance at an exercise price of $0.01 per share. Issuance of Common Stock for services During the year ended March 31, 2016, the Company issued 901,000 shares of its common stock valued at $856,500 to various consultants and advisory board members. The Company valued these shares at prices from $0.50 - $1.00 per share, the most recent price of the sale of our common stock on the date of grant. During the year ended March 31, 2015, the Company issued 1,285,000 shares of its common stock valued at $960,000 to various consultants and advisory board members. The Company valued these shares at prices from $0.50 - $1.00 per share, the most recent price of the sale of our common stock on the date of grant. Stock Grant for Legal Services During the fiscal year ended March 31, 2015, the Company entered into a Subscription Agreement with its then legal advisors (the Subscription Agreement). Pursuant to the Subscription Agreement, the advisors agreed to subscribe to purchase of 954,988 shares of the Companys 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. Warrants On December 1, 2014, the Company issued warrants to purchase 2,625,000 shares of its common stock at an exercise price of $0.01 per share to 8 accredited investors who had previously purchased shares of the Companys common stock for $1.00 per share. The Company incurred an expense of $2,600,080 for this issuance. The warrants expire 4 years from the date of issuance. During the years ended March 31, 2016 and 2015, the Company issued 581,250 and 2,950,000 shares of the Companys common stock upon exercise of 581,250 and 2,950,000 warrants at an exercise price of $.01 per share, resulting in net proceeds to the Company of $5,813 and $29,500. The table below summarizes the Companys warrant activities: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding, March 31, 2014 1,125,000 $ 0.15 8.49 Granted 3,625,000 0.01 3.92 Exercised (2,950,000 ) 0.01 3.92 Forfeited/expired - - - Balance outstanding, March 31, 2015 1,800,000 $ 0.09 3.21 Granted 581,250 0.01 2.31 Exercised (581,250 ) 0.01 4.24 Forfeited/expired - - - Balance outstanding, March 31, 2016 1,800,000 $ 0.10 4.16 Exercisable, March 31, 2016 1,800,000 $ 0.10 4.16 |
Income Tax Provision
Income Tax Provision | 12 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Note 12 Income Tax Provision At March 31, 2016 and 2015, the Company had available federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $9.8 million and $8.6 million for federal income tax purposes, respectively, and $9.8 million and $8.6 million for state income tax purposes respectively. The federal net operating loss carryforward expires in 2033 and the state net operating loss carryforward expires in 2018. Given the Companys history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit. The Company has adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of March 31, 2016 and 2015, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption. The Companys policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of March 31, 2016 and 2015, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2008 through 2015 remain open to examination by the major taxing jurisdictions to which the Company is subject. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. Significant components of the Companys deferred income tax assets are as follows as of: 2016 2015 Net operating loss carryforward $ (4,217,871 ) $ (2,925,548 ) Stock based compensation 2,154 1,036 Fair value of warrants 884,027 - Total deferred tax assets (3,331,690 ) (2,924,511 ) Valuation allowance 3,331,690 2,924,511 Net deferred tax asset $ - $ - Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: 2016 2015 U.S federal statutory income tax -34.00 % -34.00 % State tax, net of federal tax benefit -5.80 % -5.80 % Change in valuation allowance 39.80 % 39.80 % Effective tax rate 0.00 % 0.00 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 Subsequent Events Placement of Common Stock On June 8, 2016 and June 10, 2016, the Company sold certain of its securities to an accredited investor for total gross proceeds of $1,250,000. The securities consisted of (i) 250,000 shares of the Companys common stock at a purchase price of $5.00 per share, and (ii) a 3-year warrant to purchase 250,000 shares of the Companys common stock exercisable at $0.01 per share). The net proceeds of the sale of these securities will be used for general working capital. Additional Advances from Trinad Subsequent to the fiscal year ended March 31, 2016, Trinad Capital advanced an additional $95,100 to us under the terms and conditions of the Second Senior Note. Conversion of Convertible Note Payable Subsequent to the fiscal year ended March 31, 2016, at the request of the Lenders we converted the note payable in the amount of $200,000 plus accrued interest into shares of our common stock, resulting in the issuance of approximately 102,750 shares for this conversion. We also accepted the Lenders request to exercise their 200,000 warrants at a price of $0.01, resulting in the issuance of 200,000 shares of our common stock for this warrant exercise. Litigation Related to OCHL and Oliver Bengough See Note 10 Commitments and Contingencies Legal Proceedings, for a discussion of the Petition. |
Significant Accounting Polici20
Significant Accounting Policies and Practices (Policies) | 12 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates and Assumptions | Use of 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). Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in impairment testing of long term assets and equity investments, accruals for potential liabilities and valuing equity instruments issued for services. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The Company's consolidated subsidiaries and/or entities are as follows: Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest LiveXLive, Corp. Delaware February 24, 2015 100% KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014 100% KOKO (Camden) UK Limited England and Wales November 7, 2013 100% The 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts of the Companys financial assets and liabilities, including cash, accounts receivable, prepaid expenses, accounts payable, income tax payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. As of March 31, 2016 and 2015, we determined the value of our investment in unconsolidated subsidiary to be $4,889,515 and $4,478,962, respectively. |
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. |
Investment in Unconsolidated Subsidiary Under the Equity Method | Investment in Unconsolidated Subsidiary Under the Equity Method The Company accounts for investments in which the Company owns more than 20% of the investee, using the equity method in accordance with ASC Topic 323, InvestmentsEquity Method and Joint Ventures. Under the equity method, an investor initially records an investment in the stock of an investee at cost, and adjusts the carrying amount of the investment to recognize the investor's share of the earnings or losses of the investee after the date of acquisition. The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor's share of changes in the investee's capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. |
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 Furniture and fixtures 5 Production and entertainment equipment 10 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. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | Carrying Value, Recoverability and Impairment of Long-Lived Assets An impairment loss will 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 is based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Restoring a previously recognized impairment loss is prohibited. The Companys 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 tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company does not anticipate incurring any losses related to these credit risks. The Company extends credit based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and intends to maintain allowances for anticipated losses, as required. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Options granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Deferred Tax Assets and Income Tax Provision | Deferred Tax Assets and Income Tax Provision The Company follows the asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. 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. 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 managements 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. The Companys tax years 2011 to 2014 remain subject to examination by major tax jurisdictions Pursuant to the Internal Revenue Code Section 382 (Section 382), certain ownership changes may subject the NOLs to annual limitations which could reduce or defer the NOL. Section 382 imposes limitations on a corporations 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. |
Earnings Per Share | Earnings Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. At March 31, 2016 and 2015 the Company had 1,800,000 and 1,800,000 warrants outstanding, respectively, which were excluded from the loss per share calculation as they were anti-dilutive. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company's financial statements and disclosures. In August, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company's financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statement presentation or disclosures. |
Significant Accounting Polici21
Significant Accounting Policies and Practices (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of consolidated subsidiaries and/or entities | The Company's consolidated subsidiaries and/or entities are 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. Delaware February 24, 2015 100% KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014 100% KOKO (Camden) UK Limited England and Wales November 7, 2013 100% |
Schedule of estimated useful lives of property 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 Furniture and fixtures 5 Production and entertainment equipment 10 |
Restatement of Prior Period F22
Restatement of Prior Period Financial Statements (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Restatement Of Prior Period Financial Statements | |
Schedule of previously issued of consolidated balance sheets | The effects on the previously issued financial statements are as follows: Loton, Corp Consolidated Balance Sheets Originally Filed, Effective of Equity Treatment, As Restated, Notes ASSETS Current Assets Cash $ 866,951 $ (830,830 ) $ - $ 36,121 (1) Accounts receivable 67,876 (67,876 ) - - (1) Inventories 161,977 (161,977 ) - - (1) Prepayments and other current assets 460,226 (459,416 ) - 810 (1) Deferred taxes 36,345 (36,345 ) - - (1) Total Current Assets 1,593,375 (1,556,444 ) - 36,931 Property and Equipment, net 950,208 (939,316 ) - 10,892 Intangible Assets, net 9,551 (9,551 ) - - Investment in OCHL - - 4,478,962 4,478,962 (2) Note receivable - OCHL - - 494,750 494,750 (2) Total Assets $ 2,553,134 $ (2,505,311 ) $ 4,973,712 $ 5,021,535 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable $ 843,667 $ (478,977 ) $ - $ 364,690 (1) Deferred rent, current portion 80,700 (80,700 ) - - (1) Income taxes payable 241,813 (241,813 ) - - (1) Management service obligation - related party 1,000,000 - - 1,000,000 Note payable - 246,086 - 246,086 (1) Notes payable - related parties 1,701,124 (876,124 ) - 825,000 (1) VAT tax payable and payroll liabilities 202,024 (202,024 ) - - (1) Advances from related parties 127,467 (26,122 ) - 101,345 (1) Accrued expenses and other current liabilities 601,324 (520,221 ) - 81,103 (1) Total Current Liabilities 4,798,119 (2,179,895 ) - 2,618,224 NON-CURRENT LIABILITIES Note payable 242,498 (242,498 ) - - (1) Deferred rent 1,049,114 (1,049,114 ) - - (1) Total Non-Current Liabilities 1,291,612 (1,291,612 ) - - Total Liabilities 6,089,731 (3,471,507 ) - 2,618,224 EQUITY 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; 43,275,822 and 29,000,000 shares issued and outstanding, respectively 43,276 859 - 44,135 (2) Additional paid-in capital 2,440,947 10,017,456 - 12,458,403 Retained earnings (accumulated deficit) (5,272,900 ) (9,800,039 ) 4,973,712 (10,099,227 ) (2) Accumulated other comprehensive income (loss): - - - Foreign currency translation loss (25,932 ) 25,932 - - (1) Total Loton Corp. Stockholders' Equity (Deficit) (2,814,609 ) 244,208 4,973,712 2,403,311 NON-CONTROLLING INTEREST Non-controlling interest - capital stock 1 (1 ) - - (1) Non-controlling interest - Retained earnings (accumulated deficit) (696,058 ) 696,058 - - (1) Accumulated other comprehensive income (loss): - - (1) Foreign currency translation loss (25,931 ) 25,931 - - (1) Total Non-Controlling Interest (721,988 ) 721,988 - - Total Equity (Deficit) (3,536,597 ) 966,196 4,973,712 2,403,311 Total Liabilities and Equity $ 2,553,134 $ (2,505,311 ) $ 4,973,712 $ 5,021,535 Notes: (1) To remove balances of previously consolidated investment (2) To reflect investment in KoKo under equity method |
Schedule of previously issued of consolidated statements of operations | Loton, Corp Consolidated Statements of Operations Originally Filed, Effective of Pro forma after Equity Treatment, As Restated, Notes Revenues $ 7,436,877 $ (7,436,877 ) $ - $ - $ - (1) - Cost of Revenue 1,101,267 (1,101,267 ) - - - (2) Gross Margin 6,335,610 (6,335,610 ) - - - Operating Expenses Selling, general and administrative 7,886,823 (5,170,942 ) 2,715,881 - 2,715,881 (1) Related party expenses 609,183 (82,523 ) 526,660 - 526,660 (1) Total operating expenses 8,496,006 (5,253,465 ) (3,242,541 ) - (3,242,541 ) - Income (loss) from operations (2,160,396 ) (1,082,145 ) (3,242,541 ) - (3,242,541 ) - Other (income) expense - Compensation expense, investors 2,600,080 - 2,600,080 - 2,600,080 Interest (income) expense, net 131,707 (85,691 ) 46,016 - 46,016 (1) Earnings from investment - - $ - (278,962 ) (278,962 ) (2) Other (income) expense, net 2,731,787 (85,691 ) 2,646,096 (278,962 ) 2,367,134 - Net income (loss) before income taxes (4,892,183 ) (996,454 ) $ (5,888,637 ) 278,962 (5,609,675 ) $ - Income tax provison 261,784 261,784 - - - (1) - Net income (loss) before non-controlling interest (5,153,967 ) (734,670 ) (5,888,637 ) (278,962 ) (5,609,675 ) $ - Net income (loss) attributable to non-controlling interest 278,959 (278,959 ) - - - (1) - Net income (loss) attributable to Loton Corp. stockholders (5,432,926 ) (455,711 ) (5,888,637 ) (278,962 ) (5,609,675 ) - Other comprehensive income (loss) - FX translation gain (loss) (8,226 ) 8,226 - - - (1) FX translation gain (loss) attributable to non-controlling interest (4,113 ) 4,113 - - - (1) - Other comprehensive income (loss) attributable to Loton Corp stockholders (4,113 ) 4,113 - - - $ - Comprehensive income (loss) $ (5,437,039 ) $ (451,598 ) $ (5,888,637 ) $ (278,962 ) $ (5,609,675 ) Earnings Per Share: - basic and diluted $ (0.13 ) $ (0.15 ) $ (0.15 ) Weighted average common shares outstanding: - basic and diluted 39,952,286 39,952,286 37,636,497 Notes: (1) To remove balances of previously consolidated investment (2) To reflect investment in KoKo under equity method |
Schedule of previously issued of consolidated statements of cash flows | Loton, Corp Consolidated Statements of Cash Flows Originally Filed, Effective of Equity Treatment, As Restated, Notes Cash Flows from Operating Activities (as Restated) Net loss $ (5,153,967 ) $ (455,708 ) $ - $ (5,609,675 ) (1) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 173,785 (170,737 ) - 3,048 (1) Common stock issued for services 934,795 36,666 - 971,461 (1) Warrants issued for compensation 2,600,080 - - 2,600,080 (1) Equity in earnings of OCHL - - (278,962 ) (278,962 ) Changes in operating assets and liabilities: (Increase)/Decrease in current assets (40,789 ) 40,789 - - (1) (Increase)/Decrease in prepaids 300,115 (35,047 ) - 265,068 (1) (Increase)/Decrease in note receivable - related party 38,757 62,588 - 101,345 (1) Services payable - related party 138,882 27,778 166,660 (1) Decrease/(Increase) in current liabilities, net 828,551 4,670 - 833,221 (1) Net cash used in operating activities (179,791 ) (489,001 ) (278,962 ) (947,754 ) Cash Flows from Investing Activities: Purchases of fixed assets (70,250 ) 64,928 - (5,322 ) (1) Note receivable, related party 85,608 (580,358 ) - (494,750 ) (1) Net cash used in investing activities 15,358 (515,430 ) - (500,072 ) Cash Flows from Financing Activities Proceeds from notes payable, related party 445,185 179,815 - 625,000 (1) Repayment of note payable (500,000 ) 200,000 - (300,000 ) (1) Proceeds from issuance of common stock 854,500 - - 854,500 Dividends paid (407,707 ) 407,707 - - (1) Net cash provided by financing activities 391,978 787,522 - 1,179,500 Effect of exchange rate changes on cash (91,802 ) (91,802 ) - - (1) Net Increase/(Decrease) in cash 135,743 (216,909 ) (278,962 ) (268,326 ) Cash, beginning of period 731,208 304,446 (1) (1) Cash, end of period $ 867,951 $ 36,120 Notes: (1) To remove balances of previously consolidated investment (2) To reflect investment in KOKO under equity method |
Equity Investments in OCHL (Tab
Equity Investments in OCHL (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Schedule of changes in investments in and advances to equity method investments | As of March 31, 2016 and 2015, the changes in investments in and advances to equity method investments are summarized as follows: Balance March 31, 2014 Initial Investment $ 4,200,000 50% share of net income (loss) 278,962 Balance March 31, 2015 4,478,962 50% share of net income 410,553 Balance March 31, 2016 $ 4,889,515 |
Schedule of carrying amounts of the major classes of assets and liabilities | The carrying amounts of the major classes of assets and liabilities of OCHL as of March 31, 2016 and 2015 are as follows March 31, 2016 March 31, 2015 Assets Current assets: Cash and cash equivalents $ 386,009 $ 830,831 Accounts receivable 24,743 67,876 Inventory 62,548 161,977 Prepaid expenses and other current assets 533,128 495,761 Total current assets 1,006,429 1,556,444 Other assets: Property and equipment, net of accumulated depreciation 867,975 948,867 Total assets $ 1,874,205 $ 2,505,311 Liabilities Current liabilities: Accounts payable $ 514,488 $ 695,340 Taxes payable 410,504 241,813 Notes payable, current 207,978 1,404,465 Other accrued liabilities 460,290 592,148 Total current liabilities 1,593,210 2,933,767 Deferred rent noncurrent 937,459 1,049,144 Total Liabilities 2,530,669 3,982,911 Shareholders deficit (656,464 ) (1,477,670 ) Total liabilities and shareholders deficit $ 1,874,205 $ 2,505,311 |
Schedule of revenue and expenses | Revenue and expenses for the years ended March 31, 2016 and 2015 were as follows: Years Ended March 31, 2016 2015 Revenue $ 6,754,707 $ 7,436,877 Cost of revenue 920,667 1,101,267 Gross profit 5,834,040 6,335,611 Operating expenses: Selling, general and administrative 4,613,058 5,262,813 Depreciation and amortization 133,106 160,142 Total operating expenses 4,746,164 5,422,955 Income from operations before other expenses 1,087,875 912,656 Other expenses: Interest 45,997 92,949 Income before provision for taxes 1,041,879 819,707 Taxes 220,773 261,784 Net Incomes $ 821,105 $ 557,923 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plant and equipment | Years Ended March 31, 2016 2015 (Restated) Production equipment $ 51,304 $ Computer equipment 23,125 16,416 Total property and equipment 74,429 16,416 Accumulated depreciation (11,860 ) (5,524 ) Property and equipment, net $ 62,569 $ 10,892 |
Related Party Notes Payable (Ta
Related Party Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Short-term Debt [Abstract] | |
Schedule of outstanding notes payable | As of March 31, 2016 and 2015, the Company had the following outstanding notes payable to Trinad Capital Master Fund (Trinad Capital), a fund wholly owned by Mr. Ellin, the Companys Executive Chairman, President, director and majority owner, for both short and long term working capital requirements: As of March 31, 2016 2015 (Restated) First Senior Note $ 1,000,000 $ 825,000 Second Senior Note 1,784,000 Total $ 2,784,000 $ 825,000 |
Unsecured Convertible Notes P26
Unsecured Convertible Notes Payable (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of unsecured convertible notes payable | 8% Unsecured Convertible Notes $ 200,000 Less accumulated amortization of Valuation Discount (89,727 ) Net $ 110,273 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activities | The table below summarizes the Companys warrant activities: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding, March 31, 2014 1,125,000 $ 0.15 8.49 Granted 3,625,000 0.01 3.92 Exercised (2,950,000 ) 0.01 3.92 Forfeited/expired - - - Balance outstanding, March 31, 2015 1,800,000 $ 0.09 3.21 Granted 581,250 0.01 2.31 Exercised (581,250 ) 0.01 4.24 Forfeited/expired - - - Balance outstanding, March 31, 2016 1,800,000 $ 0.10 4.16 Exercisable, March 31, 2016 1,800,000 $ 0.10 4.16 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of the Company's deferred income tax assets | Significant components of the Companys deferred income tax assets are as follows as of: 2016 2015 Net operating loss carryforward $ (4,217,871 ) $ (2,925,548 ) Stock based compensation 2,154 1,036 Fair value of warrants 884,027 - Total deferred tax assets (3,331,690 ) (2,924,511 ) Valuation allowance 3,331,690 2,924,511 Net deferred tax asset - - |
Schedule of reconciliation of the effective income tax rate | Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: 2016 2015 U.S federal statutory income tax -34.00 % -34.00 % State tax, net of federal tax benefit -5.80 % -5.80 % Change in valuation allowance 39.80 % 39.80 % Effective tax rate 0.00 % 0.00 % |
Organization, Operations and 29
Organization, Operations and Basis of Presentation (Details Narrative) - USD ($) | Jun. 10, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Apr. 28, 2014 |
Ownership percentage | 50.00% | |||
Working capital deficit | $ 4,824,418 | |||
Net loss | (3,746,944) | $ (5,609,675) | ||
Net cash used in operating activities | (2,999,941) | $ (947,754) | ||
Subsequent Event [Member] | Accredited Investors [Member] | ||||
Proceeds from sale of common stock with warrants | $ 1,250,000 | $ 1,250,000 | ||
Obar Camden Holdings Ltd [Member] | ||||
Ownership percentage | 50.00% | 50.00% |
Significant Accounting Polici30
Significant Accounting Policies and Practices (Details) | 12 Months Ended |
Mar. 31, 2016 | |
LiveXLive, Corp [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | LiveXLive, Corp. |
State or other jurisdiction of incorporation or organization | Delaware |
Date of incorporation or formation (date of acquisition, if applicable) | Feb. 24, 2015 |
Attributable interest | 100.00% |
KOKO Camden Holdings US, Inc. [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | KoKo (Camden) Holdings (US), Inc. |
State or other jurisdiction of incorporation or organization | Delaware |
Date of incorporation or formation (date of acquisition, if applicable) | Mar. 17, 2014 |
Attributable interest | 100.00% |
KoKo Camden UK Limited [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of consolidated subsidiary or entity | KOKO (Camden) UK Limited |
State or other jurisdiction of incorporation or organization | England and Wales |
Date of incorporation or formation (date of acquisition, if applicable) | Nov. 7, 2013 |
Attributable interest | 100.00% |
Significant Accounting Polici31
Significant Accounting Policies and Practices (Details 1) | 12 Months Ended |
Mar. 31, 2016 | |
Furniture And Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 5 years |
Production And Entertainment Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 10 years |
Significant Accounting Polici32
Significant Accounting Policies and Practices (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Investments in affiliates | $ 4,889,515 | $ 4,478,962 |
Percentage of equity method ownership | 50.00% | |
FDIC insurance limit | $ 250,000 | |
Anti-dilutive shares | 1,800,000 | 1,800,000 |
Unconsolidated Subsidiary [Member] | ||
Investments in affiliates | $ 4,889,515 | $ 4,478,962 |
Percentage of equity method ownership | 20.00% |
Restatement of Prior Period F33
Restatement of Prior Period Financial Statements (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | ||
Current Assets | |||||
Cash | $ 36,898 | $ 36,121 | $ 304,446 | ||
Prepayments and other current assets | 15,995 | 810 | |||
Total Current Assets | 52,893 | 36,931 | |||
Property and Equipment, net | 62,569 | 10,892 | |||
Investment in OCHL | 4,889,515 | 4,478,962 | |||
Note receivable - OCHL | 213,331 | 494,750 | |||
Total Assets | 5,218,308 | 5,021,535 | |||
CURRENT LIABILITIES | |||||
Accounts payable | 481,412 | 364,690 | |||
Management service obligation - related party | 1,000,000 | 1,000,000 | |||
Note payable | 262,042 | 246,086 | |||
Notes payable - related parties | 2,784,000 | 825,000 | |||
Advances from related parties | 117,124 | 101,345 | |||
Accrued expenses and other current liabilities | 232,733 | 81,103 | |||
Total Current Liabilities | 4,877,311 | 2,618,224 | |||
NON-CURRENT LIABILITIES | |||||
Total Liabilities | 4,987,584 | 2,618,224 | |||
EQUITY | |||||
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; 43,275,822 and 29,000,000 shares issued and outstanding, respectively | 45,998 | 44,135 | |||
Additional paid-in capital | 14,030,897 | 12,458,403 | |||
Retained earnings (accumulated deficit) | (13,846,171) | (10,099,227) | |||
Total Loton Corp. Stockholders' Equity (Deficit) | 230,724 | 2,403,311 | $ (1,090,549) | ||
NON-CONTROLLING INTEREST | |||||
Total Liabilities and Equity | 5,218,308 | 5,021,535 | |||
Originally Filed [Member] | |||||
Current Assets | |||||
Cash | 866,951 | [1] | 731,208 | ||
Accounts receivable | [1] | 67,876 | |||
Inventories | [1] | 161,977 | |||
Prepayments and other current assets | [1] | 460,226 | |||
Deferred taxes | [1] | 36,345 | |||
Total Current Assets | 1,593,375 | ||||
Property and Equipment, net | 950,208 | ||||
Intangible Assets, net | 9,551 | ||||
Investment in OCHL | [2] | ||||
Note receivable - OCHL | [2] | ||||
Total Assets | 2,553,134 | ||||
CURRENT LIABILITIES | |||||
Accounts payable | [1] | 843,667 | |||
Deferred rent, current portion | [1] | 80,700 | |||
Income taxes payable | [1] | 241,813 | |||
Management service obligation - related party | 1,000,000 | ||||
Note payable | [1] | ||||
Notes payable - related parties | [1] | 1,701,124 | |||
VAT tax payable and payroll liabilities | [1] | 202,024 | |||
Advances from related parties | [1] | 127,467 | |||
Accrued expenses and other current liabilities | [1] | 601,324 | |||
Total Current Liabilities | 4,798,119 | ||||
NON-CURRENT LIABILITIES | |||||
Note payable | [2] | 242,498 | |||
Deferred rent | [2] | 1,049,114 | |||
Total Non-Current Liabilities | 1,291,612 | ||||
Total Liabilities | 6,089,731 | ||||
EQUITY | |||||
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; 43,275,822 and 29,000,000 shares issued and outstanding, respectively | [2] | 43,276 | |||
Additional paid-in capital | 2,440,947 | ||||
Retained earnings (accumulated deficit) | [2] | (5,272,900) | |||
Foreign currency translation loss | [2] | (25,932) | |||
Total Loton Corp. Stockholders' Equity (Deficit) | (2,814,609) | ||||
NON-CONTROLLING INTEREST | |||||
Non-controlling interest - capital stock | [1] | 1 | |||
Non-controlling interest - Retained earnings (accumulated deficit) | [1] | (696,058) | |||
Foreign currency translation loss | [1] | (25,931) | |||
Total Non-Controlling Interest | (721,988) | ||||
Total Equity (Deficit) | (3,536,597) | ||||
Total Liabilities and Equity | 2,553,134 | ||||
Effective Of Deconsolidation Of OCHL[Member] | |||||
Current Assets | |||||
Cash | [1] | (830,830) | |||
Accounts receivable | [1] | (67,876) | |||
Inventories | [1] | (161,977) | |||
Prepayments and other current assets | [1] | (459,416) | |||
Deferred taxes | [1] | (36,345) | |||
Total Current Assets | (1,556,444) | ||||
Property and Equipment, net | (939,316) | ||||
Intangible Assets, net | (9,551) | ||||
Investment in OCHL | [2] | ||||
Note receivable - OCHL | [2] | ||||
Total Assets | (2,505,311) | ||||
CURRENT LIABILITIES | |||||
Accounts payable | [1] | (478,977) | |||
Deferred rent, current portion | [1] | (80,700) | |||
Income taxes payable | [1] | (241,813) | |||
Management service obligation - related party | |||||
Note payable | [1] | 246,086 | |||
Notes payable - related parties | [1] | (876,124) | |||
VAT tax payable and payroll liabilities | [1] | (202,024) | |||
Advances from related parties | [1] | (26,122) | |||
Accrued expenses and other current liabilities | [1] | (520,221) | |||
Total Current Liabilities | (2,179,895) | ||||
NON-CURRENT LIABILITIES | |||||
Note payable | [2] | (242,498) | |||
Deferred rent | [2] | (1,049,114) | |||
Total Non-Current Liabilities | (1,291,612) | ||||
Total Liabilities | (3,471,507) | ||||
EQUITY | |||||
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; 43,275,822 and 29,000,000 shares issued and outstanding, respectively | [2] | 859 | |||
Additional paid-in capital | 10,017,456 | ||||
Retained earnings (accumulated deficit) | [2] | (9,800,039) | |||
Accumulated other comprehensive income (loss): | |||||
Foreign currency translation loss | [2] | 25,932 | |||
Total Loton Corp. Stockholders' Equity (Deficit) | 244,208 | ||||
NON-CONTROLLING INTEREST | |||||
Non-controlling interest - capital stock | [1] | (1) | |||
Non-controlling interest - Retained earnings (accumulated deficit) | [1] | 696,058 | |||
Accumulated other comprehensive income (loss): | [1] | ||||
Foreign currency translation loss | [1] | 25,931 | |||
Total Non-Controlling Interest | 721,988 | ||||
Total Equity (Deficit) | 966,196 | ||||
Total Liabilities and Equity | (2,505,311) | ||||
Equity Treatment, Invesment in OCHL [Member] | |||||
Current Assets | |||||
Cash | [1] | ||||
Accounts receivable | [1] | ||||
Inventories | [1] | ||||
Prepayments and other current assets | [1] | ||||
Deferred taxes | [1] | ||||
Total Current Assets | |||||
Property and Equipment, net | |||||
Intangible Assets, net | |||||
Investment in OCHL | [2] | 4,478,962 | |||
Note receivable - OCHL | [2] | 494,750 | |||
Total Assets | 4,973,712 | ||||
CURRENT LIABILITIES | |||||
Accounts payable | [1] | ||||
Deferred rent, current portion | [1] | ||||
Income taxes payable | [1] | ||||
Management service obligation - related party | |||||
Note payable | [1] | ||||
Notes payable - related parties | [1] | ||||
VAT tax payable and payroll liabilities | [1] | ||||
Advances from related parties | [1] | ||||
Accrued expenses and other current liabilities | [1] | ||||
Total Current Liabilities | |||||
NON-CURRENT LIABILITIES | |||||
Note payable | [2] | ||||
Deferred rent | [2] | ||||
Total Non-Current Liabilities | |||||
Total Liabilities | |||||
EQUITY | |||||
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; 43,275,822 and 29,000,000 shares issued and outstanding, respectively | [2] | ||||
Additional paid-in capital | |||||
Retained earnings (accumulated deficit) | [2] | 4,973,712 | |||
Accumulated other comprehensive income (loss): | |||||
Foreign currency translation loss | [2] | ||||
Total Loton Corp. Stockholders' Equity (Deficit) | 4,973,712 | ||||
NON-CONTROLLING INTEREST | |||||
Non-controlling interest - capital stock | [1] | ||||
Non-controlling interest - Retained earnings (accumulated deficit) | [1] | ||||
Accumulated other comprehensive income (loss): | [1] | ||||
Foreign currency translation loss | [1] | ||||
Total Non-Controlling Interest | |||||
Total Equity (Deficit) | 4,973,712 | ||||
Total Liabilities and Equity | 4,973,712 | ||||
As Restated [Member] | |||||
Current Assets | |||||
Cash | 36,120 | [1] | 304,446 | ||
Accounts receivable | [1] | ||||
Inventories | [1] | ||||
Prepayments and other current assets | [1] | 810 | |||
Deferred taxes | [1] | ||||
Total Current Assets | 36,931 | ||||
Property and Equipment, net | 10,892 | 10,892 | |||
Intangible Assets, net | |||||
Investment in OCHL | [2] | 4,478,962 | |||
Note receivable - OCHL | [2] | 494,750 | |||
Total Assets | 5,021,535 | ||||
CURRENT LIABILITIES | |||||
Accounts payable | [1] | 364,690 | |||
Deferred rent, current portion | [1] | ||||
Income taxes payable | [1] | ||||
Management service obligation - related party | 1,000,000 | ||||
Note payable | [1] | 246,086 | |||
Notes payable - related parties | 825,000 | [1] | $ 825,000 | ||
VAT tax payable and payroll liabilities | [1] | ||||
Advances from related parties | [1] | 101,345 | |||
Accrued expenses and other current liabilities | [1] | 81,103 | |||
Total Current Liabilities | 2,618,224 | ||||
NON-CURRENT LIABILITIES | |||||
Note payable | [2] | ||||
Deferred rent | [2] | ||||
Total Non-Current Liabilities | |||||
Total Liabilities | 2,618,224 | ||||
EQUITY | |||||
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; 43,275,822 and 29,000,000 shares issued and outstanding, respectively | [2] | 44,135 | |||
Additional paid-in capital | 12,458,403 | ||||
Retained earnings (accumulated deficit) | [2] | (10,099,227) | |||
Accumulated other comprehensive income (loss): | |||||
Foreign currency translation loss | [2] | ||||
Total Loton Corp. Stockholders' Equity (Deficit) | 2,403,311 | ||||
NON-CONTROLLING INTEREST | |||||
Non-controlling interest - capital stock | [1] | ||||
Non-controlling interest - Retained earnings (accumulated deficit) | [1] | ||||
Foreign currency translation loss | [1] | ||||
Total Non-Controlling Interest | |||||
Total Equity (Deficit) | 2,403,311 | ||||
Total Liabilities and Equity | $ 5,021,535 | ||||
[1] | To remove balances of previously consolidated investment. | ||||
[2] | To reflect investment in KoKo under equity method. |
Restatement of Prior Period F34
Restatement of Prior Period Financial Statements (Details 1) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Operating Expenses | |||
Selling, general and administrative | $ 3,619,000 | $ 2,715,881 | |
Related party expenses | 360,000 | 526,660 | |
Total operating expenses | 3,979,000 | 3,242,541 | |
Income (loss) from operations | (3,979,000) | (3,242,541) | |
Other (income) expense | |||
Compensation expense, investors | 2,600,080 | ||
Interest (income) expense, net | (178,498) | (46,016) | |
Earnings from investment | 410,553 | 278,962 | |
Other (income) expense, net | 232,055 | (2,367,134) | |
Net income (loss) attributable to Loton Corp. stockholders | $ (3,746,944) | $ (5,609,675) | |
Earnings Per Share: | |||
- basic and diluted (in dollars per share) | $ (0.08) | $ (0.15) | |
Weighted average common shares outstanding: | |||
- basic and diluted (in shares) | 45,041,398 | 37,636,497 | |
Originally Filed [Member] | |||
Revenues | [1] | $ 7,436,877 | |
Cost of Revenue | 1,101,267 | ||
Gross Margin | [2] | 6,335,610 | |
Operating Expenses | |||
Selling, general and administrative | [1] | 7,886,823 | |
Related party expenses | [1] | 609,183 | |
Total operating expenses | 8,496,006 | ||
Income (loss) from operations | (2,160,396) | ||
Other (income) expense | |||
Compensation expense, investors | 2,600,080 | ||
Interest (income) expense, net | 131,707 | ||
Earnings from investment | [2] | ||
Other (income) expense, net | 2,731,787 | ||
Net income (loss) before income taxes | (4,892,183) | ||
Income tax provison | [1] | 261,784 | |
Net income (loss) before non-controlling interest | [1] | (5,153,967) | |
Net income (loss) attributable to non-controlling interest | [1] | 278,959 | |
Net income (loss) attributable to Loton Corp. stockholders | (5,432,926) | ||
Other comprehensive income (loss) | |||
FX translation gain (loss) | [1] | (8,226) | |
FX translation gain (loss) attributable to non-controlling interest | [1] | (4,113) | |
Other comprehensive income (loss) attributable to Loton Corp stockholders | (4,113) | ||
Comprehensive income (loss) | $ (5,437,039) | ||
Earnings Per Share: | |||
- basic and diluted (in dollars per share) | $ (0.13) | ||
Weighted average common shares outstanding: | |||
- basic and diluted (in shares) | 39,952,286 | ||
Effective Of Deconsolidation Of OCHL[Member] | |||
Revenues | [1] | $ (7,436,877) | |
Cost of Revenue | (1,101,267) | ||
Gross Margin | [2] | (6,335,610) | |
Operating Expenses | |||
Selling, general and administrative | [1] | (5,170,942) | |
Related party expenses | [1] | (82,523) | |
Total operating expenses | (5,253,465) | ||
Income (loss) from operations | (1,082,145) | ||
Other (income) expense | |||
Compensation expense, investors | |||
Interest (income) expense, net | (85,691) | ||
Earnings from investment | [2] | ||
Other (income) expense, net | (85,691) | ||
Net income (loss) before income taxes | (996,454) | ||
Income tax provison | [1] | 261,784 | |
Net income (loss) before non-controlling interest | [1] | (734,670) | |
Net income (loss) attributable to non-controlling interest | [1] | (278,959) | |
Net income (loss) attributable to Loton Corp. stockholders | (455,711) | ||
Other comprehensive income (loss) | |||
FX translation gain (loss) | [1] | 8,226 | |
FX translation gain (loss) attributable to non-controlling interest | [1] | 4,113 | |
Other comprehensive income (loss) attributable to Loton Corp stockholders | 4,113 | ||
Comprehensive income (loss) | (451,598) | ||
Pro Forma After Deconsolidation [Member] | |||
Revenues | [1] | ||
Cost of Revenue | |||
Gross Margin | [2] | ||
Operating Expenses | |||
Selling, general and administrative | [1] | 2,715,881 | |
Related party expenses | [1] | 526,660 | |
Total operating expenses | (3,242,541) | ||
Income (loss) from operations | (3,242,541) | ||
Other (income) expense | |||
Compensation expense, investors | 2,600,080 | ||
Interest (income) expense, net | 46,016 | ||
Earnings from investment | [2] | ||
Other (income) expense, net | 2,646,096 | ||
Net income (loss) before income taxes | (5,888,637) | ||
Income tax provison | [1] | ||
Net income (loss) before non-controlling interest | (5,888,637) | ||
Net income (loss) attributable to non-controlling interest | [1] | ||
Net income (loss) attributable to Loton Corp. stockholders | (5,888,637) | ||
Other comprehensive income (loss) | |||
FX translation gain (loss) | [1] | ||
FX translation gain (loss) attributable to non-controlling interest | [1] | ||
Other comprehensive income (loss) attributable to Loton Corp stockholders | |||
Comprehensive income (loss) | $ (5,888,637) | ||
Earnings Per Share: | |||
- basic and diluted (in dollars per share) | $ (0.15) | ||
Weighted average common shares outstanding: | |||
- basic and diluted (in shares) | 39,952,286 | ||
Equity Treatment, Invesment in OCHL [Member] | |||
Revenues | [1] | ||
Cost of Revenue | |||
Gross Margin | [2] | ||
Operating Expenses | |||
Selling, general and administrative | [1] | ||
Related party expenses | [1] | ||
Total operating expenses | |||
Income (loss) from operations | |||
Other (income) expense | |||
Compensation expense, investors | |||
Interest (income) expense, net | |||
Earnings from investment | [2] | (278,962) | |
Other (income) expense, net | (278,962) | ||
Net income (loss) before income taxes | 278,962 | ||
Income tax provison | [1] | ||
Net income (loss) before non-controlling interest | [1] | (278,962) | |
Net income (loss) attributable to non-controlling interest | [1] | ||
Other comprehensive income (loss) | |||
FX translation gain (loss) | [1] | ||
FX translation gain (loss) attributable to non-controlling interest | [1] | ||
Other comprehensive income (loss) attributable to Loton Corp stockholders | |||
Comprehensive income (loss) | (278,962) | ||
As Restated [Member] | |||
Revenues | [1] | ||
Cost of Revenue | |||
Gross Margin | [2] | ||
Operating Expenses | |||
Selling, general and administrative | [1] | 2,715,881 | |
Related party expenses | [1] | 526,660 | |
Total operating expenses | (3,242,541) | ||
Income (loss) from operations | (3,245,541) | ||
Other (income) expense | |||
Compensation expense, investors | 2,600,080 | ||
Interest (income) expense, net | 46,016 | ||
Earnings from investment | [2] | (278,962) | |
Other (income) expense, net | 2,367,134 | ||
Net income (loss) before income taxes | (5,809,675) | ||
Income tax provison | [1] | ||
Net income (loss) before non-controlling interest | [1] | (5,609,675) | |
Net income (loss) attributable to non-controlling interest | [1] | ||
Net income (loss) attributable to Loton Corp. stockholders | (5,809,675) | ||
Other comprehensive income (loss) | |||
FX translation gain (loss) | [1] | ||
FX translation gain (loss) attributable to non-controlling interest | [1] | ||
Other comprehensive income (loss) attributable to Loton Corp stockholders | |||
Comprehensive income (loss) | $ (5,809,675) | ||
Earnings Per Share: | |||
- basic and diluted (in dollars per share) | $ (0.15) | ||
Weighted average common shares outstanding: | |||
- basic and diluted (in shares) | 37,636,497 | ||
[1] | To remove balances of previously consolidated investment. | ||
[2] | To reflect investment in KoKo under equity method. |
Restatement of Prior Period F35
Restatement of Prior Period Financial Statements (Details 2) - USD ($) | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | $ 6,336 | $ 3,048 | ||
Common stock issued for services | 856,500 | 971,461 | ||
Warrants issued for compensation | 2,600,080 | |||
Equity in earnings of OCHL | (410,553) | (278,962) | ||
Changes in operating assets and liabilities: | ||||
(Increase)/Decrease in prepaids | (15,185) | 265,068 | ||
Services payable - related party | 166,660 | |||
Net cash used in operating activities | (2,999,941) | (947,754) | ||
Cash Flows from Investing Activities: | ||||
Purchases of fixed assets | (58,013) | (5,322) | ||
Note receivable, related party | (281,418) | 494,750 | ||
Net cash used in investing activities | (223,406) | (500,072) | ||
Cash Flows from Financing Activities | ||||
Proceeds from notes payable, related party | 1,959,000 | 625,000 | ||
Repayment of note payable | (300,000) | |||
Proceeds from issuance of common stock | 618,314 | 854,500 | ||
Net cash provided by financing activities | 2,777,314 | 1,179,500 | ||
Net Increase/(Decrease) in cash | 777 | (268,326) | ||
Cash, beginning of period | 36,121 | 304,446 | ||
Cash, end of period | 36,898 | 36,121 | ||
Originally Filed [Member] | ||||
Cash Flows from Operating Activities | ||||
Net loss | [1] | (5,153,967) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | [1] | 173,785 | ||
Common stock issued for services | [1] | 934,795 | ||
Warrants issued for compensation | [1] | 2,600,080 | ||
Equity in earnings of OCHL | [2] | |||
Changes in operating assets and liabilities: | ||||
(Increase)/Decrease in current assets | [1] | (40,789) | ||
(Increase)/Decrease in prepaids | [1] | 300,115 | ||
(Increase)/Decrease in note receivable - related party | [1] | 38,757 | ||
Services payable - related party | [1] | 138,882 | ||
Decrease/(Increase) in current liabilities, net | [1] | 828,551 | ||
Net cash used in operating activities | (179,791) | |||
Cash Flows from Investing Activities: | ||||
Purchases of fixed assets | [1] | (70,250) | ||
Note receivable, related party | [1] | 85,608 | ||
Net cash used in investing activities | 15,358 | |||
Cash Flows from Financing Activities | ||||
Proceeds from notes payable, related party | [1] | 445,185 | ||
Repayment of note payable | [1] | (500,000) | ||
Proceeds from issuance of common stock | 854,500 | |||
Dividends paid | [1] | (407,707) | ||
Net cash provided by financing activities | 391,978 | |||
Effect of exchange rate changes on cash | (91,802) | |||
Net Increase/(Decrease) in cash | 135,743 | |||
Cash, beginning of period | 731,208 | |||
Cash, end of period | 866,951 | [1] | 731,208 | |
Effective Of Deconsolidation Of OCHL[Member] | ||||
Cash Flows from Operating Activities | ||||
Net loss | [1] | (734,670) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | [1] | (170,737) | ||
Common stock issued for services | [1] | 36,666 | ||
Warrants issued for compensation | [1] | |||
Equity in earnings of OCHL | [2] | |||
Changes in operating assets and liabilities: | ||||
(Increase)/Decrease in current assets | [1] | 40,789 | ||
(Increase)/Decrease in prepaids | [1] | (35,047) | ||
(Increase)/Decrease in note receivable - related party | [1] | 62,588 | ||
Services payable - related party | [1] | 27,778 | ||
Decrease/(Increase) in current liabilities, net | [1] | 4,670 | ||
Net cash used in operating activities | (489,001) | |||
Cash Flows from Investing Activities: | ||||
Purchases of fixed assets | [1] | 64,928 | ||
Note receivable, related party | [1] | (580,358) | ||
Net cash used in investing activities | (515,430) | |||
Cash Flows from Financing Activities | ||||
Proceeds from notes payable, related party | [1] | 179,815 | ||
Repayment of note payable | [1] | 200,000 | ||
Proceeds from issuance of common stock | ||||
Dividends paid | [1] | 407,707 | ||
Net cash provided by financing activities | 787,522 | |||
Effect of exchange rate changes on cash | (91,802) | |||
Net Increase/(Decrease) in cash | (216,909) | |||
Cash, end of period | [1] | (830,830) | ||
Equity Treatment, Invesment in OCHL [Member] | ||||
Cash Flows from Operating Activities | ||||
Net loss | [1] | (278,962) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | [1] | |||
Common stock issued for services | [1] | |||
Warrants issued for compensation | [1] | |||
Equity in earnings of OCHL | [2] | 278,962 | ||
Changes in operating assets and liabilities: | ||||
(Increase)/Decrease in current assets | [1] | |||
(Increase)/Decrease in prepaids | [1] | |||
(Increase)/Decrease in note receivable - related party | [1] | |||
Decrease/(Increase) in current liabilities, net | [1] | |||
Net cash used in operating activities | (278,962) | |||
Cash Flows from Investing Activities: | ||||
Purchases of fixed assets | [1] | |||
Note receivable, related party | [1] | |||
Net cash used in investing activities | ||||
Cash Flows from Financing Activities | ||||
Proceeds from notes payable, related party | [1] | |||
Repayment of note payable | [1] | |||
Proceeds from issuance of common stock | ||||
Dividends paid | [1] | |||
Net cash provided by financing activities | ||||
Effect of exchange rate changes on cash | ||||
Net Increase/(Decrease) in cash | (278,962) | |||
Cash, end of period | [1] | |||
As Restated [Member] | ||||
Cash Flows from Operating Activities | ||||
Net loss | [1] | (5,609,675) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | [1] | 3,048 | ||
Common stock issued for services | [1] | 971,461 | ||
Warrants issued for compensation | [1] | 2,600,080 | ||
Equity in earnings of OCHL | [2] | 278,962 | ||
Changes in operating assets and liabilities: | ||||
(Increase)/Decrease in current assets | [1] | |||
(Increase)/Decrease in prepaids | [1] | 265,068 | ||
(Increase)/Decrease in note receivable - related party | [1] | 101,345 | ||
Services payable - related party | [1] | 166,660 | ||
Decrease/(Increase) in current liabilities, net | [1] | 833,221 | ||
Net cash used in operating activities | (947,754) | |||
Cash Flows from Investing Activities: | ||||
Purchases of fixed assets | [1] | (5,322) | ||
Note receivable, related party | [1] | (494,750) | ||
Net cash used in investing activities | (500,072) | |||
Cash Flows from Financing Activities | ||||
Proceeds from notes payable, related party | [1] | 625,000 | ||
Repayment of note payable | [1] | (300,000) | ||
Proceeds from issuance of common stock | 854,500 | |||
Dividends paid | [1] | |||
Net cash provided by financing activities | 1,179,500 | |||
Effect of exchange rate changes on cash | ||||
Net Increase/(Decrease) in cash | (268,326) | |||
Cash, beginning of period | 304,446 | |||
Cash, end of period | $ 36,120 | [1] | $ 304,446 | |
[1] | To remove balances of previously consolidated investment. | |||
[2] | To reflect investment in KoKo under equity method. |
Restatement of Prior Period F36
Restatement of Prior Period Financial Statements (Details Narrative) - USD ($) | Apr. 28, 2014 | Feb. 13, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 |
Ownership percentage | 50.00% | ||||
Equity method investments | $ 4,889,515 | $ 4,478,962 | $ 4,200,000 | ||
Obar Camden Holdings Ltd [Member] | |||||
Ownership percentage | 50.00% | 50.00% | |||
JJAT Corp (Wholly-owned by Mr. Robert Ellin) [Member] | |||||
Shares issued during the period | 29,000,000 | 29,000,000 | |||
Equity method investments | $ 4,200,000 | $ 4,200,000 |
Equity Investments in OCHL (Det
Equity Investments in OCHL (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Initial Investment | $ 4,478,962 | $ 4,200,000 |
50% share of net income (loss) | 410,553 | 278,962 |
Initial Investment | $ 4,889,515 | $ 4,478,962 |
Equity Investments in OCHL (D38
Equity Investments in OCHL (Details 1) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 386,009 | $ 830,831 |
Accounts receivable | 24,743 | 67,876 |
Inventory | 62,548 | 161,977 |
Prepaid expenses and other current assets | 533,128 | 495,761 |
Total current assets | 1,006,429 | 1,556,444 |
Other assets: | ||
Property and equipment, net of accumulated depreciation | 867,975 | 948,867 |
Total assets | 1,874,205 | 2,505,311 |
Current liabilities: | ||
Accounts payable | 514,488 | 695,340 |
Taxes payable | 410,504 | 241,813 |
Notes payable, current | 207,978 | 1,404,465 |
Other accrued liabilities | 460,290 | 592,148 |
Total current liabilities | 1,593,210 | 2,933,767 |
Deferred rent - noncurrent | 937,459 | 1,049,144 |
Total Liabilities | 2,530,669 | 3,982,911 |
Shareholders deficit | (654,464) | (1,477,670) |
Total liabilities and shareholders' deficit | $ 1,874,205 | $ 2,505,311 |
Equity Investments in OCHL (D39
Equity Investments in OCHL (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Mar. 31, 2015 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Revenue | $ 6,754,707 | $ 7,436,877 |
Cost of revenue | 920,667 | 1,101,267 |
Gross profit | 5,834,040 | 6,335,611 |
Operating expenses: | ||
Selling, general and administrative | 4,613,058 | 5,262,813 |
Depreciation and amortization | 133,106 | 160,142 |
Total operating expenses | 4,746,164 | 5,422,955 |
Income from operations before other expenses | 1,087,875 | 912,656 |
Other expenses: | ||
Interest | 45,997 | 92,949 |
Income before provision for taxes | 1,041,879 | 819,707 |
Taxes | 220,773 | 261,784 |
Net Incomes | $ 821,105 | $ 557,923 |
Equity Investments in OCHL (D40
Equity Investments in OCHL (Details Narrative) - USD ($) | Apr. 28, 2014 | Apr. 24, 2014 | Feb. 13, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 |
Ownership percentage | 50.00% | |||||
Equity method investments | $ 4,889,515 | $ 4,478,962 | $ 4,200,000 | |||
Due to affiliate | $ 213,331 | $ 494,750 | ||||
Interest rate | 8.00% | |||||
Maturity date | Apr. 27, 2015 | |||||
Mr. Bengough [Member] | Private placement [Member] | Variation Agreement (Variation to Shareholders Agreement ) [Member] | ||||||
Shares issued during the period | 29,000,000 | |||||
Mr. Bengough [Member] | Private placement [Member] | Variation Agreement (Variation to Shareholders Agreement ) [Member] | Minimum [Member] | ||||||
Ownership percentage after transaction | 42.50% | |||||
Advisors, Consultants And Key Employees [Member] | ||||||
Shares issued during the period | 3,200,000 | |||||
JJAT Corp (Wholly-owned by Mr. Robert Ellin) [Member] | ||||||
Shares issued during the period | 29,000,000 | 29,000,000 | ||||
Equity method investments | $ 4,200,000 | $ 4,200,000 | ||||
Obar Camden Holdings Ltd [Member] | ||||||
Ownership percentage | 50.00% | 50.00% | ||||
Equity method investment aggregate cost | $ 494,750 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 74,429 | |
Accumulated depreciation | (11,860) | |
Property and equipment, net | 62,569 | $ 10,892 |
As Restated [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 16,416 | |
Accumulated depreciation | (5,524) | |
Property and equipment, net | 10,892 | 10,892 |
Production Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 51,304 | |
Production Equipment [Member] | As Restated [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | ||
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 23,125 | |
Computer Equipment [Member] | As Restated [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 16,416 |
Property and Equipment (Detai42
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 6,336 | $ 3,048 |
Related Party Notes Payable (De
Related Party Notes Payable (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 | |
Notes payable - related parties | $ 2,784,000 | $ 825,000 | |
As Restated [Member] | |||
Notes payable - related parties | 825,000 | [1] | 825,000 |
6% First Senior Promissory Note [Member] | Trinad Capital Master Fund [Member] | |||
Notes payable - related parties | 1,000,000 | ||
6% First Senior Promissory Note [Member] | Trinad Capital Master Fund [Member] | As Restated [Member] | |||
Notes payable - related parties | 825,000 | ||
8% Second Senior Promissory Note [Member] | Trinad Capital Master Fund [Member] | |||
Notes payable - related parties | $ 1,784,000 | ||
8% Second Senior Promissory Note [Member] | Trinad Capital Master Fund [Member] | As Restated [Member] | |||
Notes payable - related parties | |||
[1] | To remove balances of previously consolidated investment. |
Related Party Notes Payable (44
Related Party Notes Payable (Details Narrative) - USD ($) | Apr. 26, 2016 | Apr. 21, 2016 | Dec. 31, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Nov. 23, 2015 | Jul. 10, 2015 | Apr. 08, 2015 | Nov. 30, 2014 | |
Principal notes payable | $ 2,784,000 | $ 825,000 | ||||||||
Warrant [Member] | ||||||||||
Number of shares issued | 581,250 | 2,950,000 | ||||||||
Exercise price (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||
As Restated [Member] | ||||||||||
Principal notes payable | $ 825,000 | [1] | $ 825,000 | |||||||
6% First Senior Promissory Note [Member] | Trinad Capital Master Fund [Member] | ||||||||||
Debt face amount | $ 1,000,000 | $ 700,000 | ||||||||
Converted value in excess of principal | $ 5,000,000 | |||||||||
Maturity date | Jun. 30, 2016 | |||||||||
Revised maturity date | Jun. 30, 2017 | |||||||||
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 | |||||||||
Accrued Interest | $ 70,151 | 140,555 | 81,102 | |||||||
6% First Senior Promissory Note [Member] | Trinad Capital Master Fund [Member] | Subsequent Event [Member] | Warrant [Member] | ||||||||||
Number of shares issued | 572,493 | |||||||||
Exercise price (in dollars per share) | $ 0.01 | |||||||||
Expiration date | Apr. 21, 2020 | |||||||||
6% First Senior Promissory Note [Member] | Trinad Capital Master Fund [Member] | As Restated [Member] | ||||||||||
Principal notes payable | 825,000 | |||||||||
8% Second Senior Promissory Note [Member] | Trinad Capital Master Fund [Member] | ||||||||||
Debt face amount | $ 1,784,000 | $ 2,000,000 | $ 195,500 | |||||||
Maturity date | Jun. 30, 2016 | |||||||||
Revised maturity date | Jun. 30, 2017 | |||||||||
Principal notes payable | $ 1,784,000 | |||||||||
Accrued Interest | $ 87,048 | |||||||||
8% Second Senior Promissory Note [Member] | Trinad Capital Master Fund [Member] | Subsequent Event [Member] | ||||||||||
Debt face amount | $ 3,000,000 | |||||||||
8% Second Senior Promissory Note [Member] | Trinad Capital Master Fund [Member] | Subsequent Event [Member] | Warrant [Member] | ||||||||||
Number of shares issued | 1,103,884 | |||||||||
Exercise price (in dollars per share) | $ 0.01 | |||||||||
Expiration date | Apr. 21, 2020 | |||||||||
8% Second Senior Promissory Note [Member] | Trinad Capital Master Fund [Member] | As Restated [Member] | ||||||||||
Debt face amount | $ 195,500 | |||||||||
Principal notes payable | ||||||||||
[1] | To remove balances of previously consolidated investment. |
Other Note Payable (Details Nar
Other Note Payable (Details Narrative) - USD ($) | Dec. 31, 2014 | Mar. 31, 2016 | Mar. 31, 2015 |
Principal notes payable | $ 262,042 | $ 246,086 | |
6% Senior Promissory Note [Member] | |||
Debt face amount | $ 242,498 | ||
Maturity date | Dec. 31, 2015 | ||
Revised maturity date | Jun. 30, 2016 | ||
Principal notes payable | 242,498 | 242,498 | |
Accrued Interest | $ 19,544 | $ 3,588 |
Unsecured Convertible Notes P46
Unsecured Convertible Notes Payable (Details) - 8% Unsecured Convertible Notes Payable [Member] | Mar. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
Principal notes payable | $ 200,000 |
Less accumulated amortization of Valuation Discount | (89,727) |
Net | $ 110,273 |
Unsecured Convertible Notes P47
Unsecured Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | ||
Amortized debt discount | $ 9,817 | |
Warrant [Member] | ||
Debt Instrument [Line Items] | ||
Number of shares issued | 581,250 | 2,950,000 |
Exercise price (in dollars per share) | $ 0.01 | $ 0.01 |
8% Unsecured Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Debt face amount | $ 200,000 | |
Debt term | 24 months | |
Principal notes payable | $ 200,000 | |
Amortized debt discount | 9,818 | |
Unamortized debt discount | $ (89,727) | |
Description of debt conversion | The Notes are subject to an automatic conversion feature if the Company raises a minimum of 2,500,000 (excluding the amount converting pursuant to the Notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings (a Qualified Equity Financing) prior to the Maturity Date, the Lenders will have the rights to convert all outstanding principal and interest into the same equity securities (the Investor Stock) issued in the Qualified Equity Financing at 75% of the issuance price of the Investor Stock. The holders of the Notes shall receive the same rights, privileges and protections as the Investor Stock issued in connection with the Qualified Equity Financing including, but not limited to, registration rights. | |
8% Unsecured Convertible Notes Payable [Member] | Warrant [Member] | ||
Debt Instrument [Line Items] | ||
Number of shares issued | 200,000 | |
Exercise price (in dollars per share) | $ 0.01 | |
Aggregate relative fair value | $ 99,915 | |
Risk-free interest rate | 1.30% | |
Dividend yield | 0.00% | |
Volatility rate | 100.00% | |
Expected life | 4 years |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 23, 2011 | Mar. 31, 2016 | Mar. 31, 2015 |
Related Party Transaction [Line Items] | |||
Due to related party | $ 117,124 | $ 101,345 | |
Warrant [Member] | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 581,250 | 2,950,000 | |
Exercise price (in dollars per share) | $ 0.01 | $ 0.01 | |
Mr. Robert Ellin [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related party | $ 117,124 | $ 101,345 | |
Management Services Agreement [Member] | Trinad Management LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Management service fee | $ 2,080,000 | 360,000 | 360,000 |
Management service payable | 90,000 | 30,000 | |
Due to related party | $ 1,000,000 | $ 1,000,000 | 1,000,000 |
Agreement term | 3 years | ||
Remaining management service payable | 180,000 | ||
Management Services Agreement [Member] | Trinad Management LLC [Member] | Warrant [Member] | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 1,125,000 | ||
Exercise price (in dollars per share) | $ 0.15 | ||
Expiration period | 10 years | ||
Aggregate relative fair value | $ 82,575 | ||
Amortized period | 3 years | ||
Remaining unamortized balance | $ 11,461 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | May 20, 2016 | Oct. 06, 2015 | Apr. 28, 2014 | Feb. 13, 2014 |
8% Junior Note [Member] | ||||
Debt face amount | $ 494,749 | |||
JJAT Corp (Wholly-owned by Mr. Robert Ellin) [Member] | ||||
Number of shares issued | 29,000,000 | 29,000,000 | ||
JJAT Corp (Wholly-owned by Mr. Robert Ellin) [Member] | 8% Senior Note [Member] | ||||
Debt face amount | $ 1,376,124 | |||
Subsequent Event [Member] | Litigation Case [Member] | ||||
Name of plaintiff | Mr. Oliver Bengough | |||
Name of defendant | OCHL, OCL, KOKO UK and Mr. Ellin (collectively, the Respondents). | |||
Domicile of litigation | High Court of Justice, Chancery Division (the Court) | |||
Description of allegations | In connection with the Petition, effective as of May 20, 2016, Mint Group terminated the Management Services Agreement with OCL pursuant to which Mint Group served as a contracted service provider to KOKO, a nightclub and live music venue KOKO in Camden, London owned by KOKO UK. The Petitioner claims certain breaches of duty by Mr. Ellin in connection with the corporate operations of the Respondents, as well as a deterioration of the relationship between the parties. The Petitioner further claims that his interests have been unfairly prejudiced by the conduct of the Respondents and the breakdown of trust and confidence between himself and Mr. Ellin. | |||
Actions taken by court | The Court granted Petitioners request for interim relief to allow the Petitioner to continue running OCLs business as it was conducted prior to the filing of the Petition, subject to Mr. Ellins approval of any expenditures exceeding $15,000 in amount (the Interim Injunction). | |||
Interim injunction paid | $ 15,000 | |||
Employment Agreements [Member] | Mr. Blake Indursky [Member] | ||||
Monthly compensation | $ 10,000 | |||
Agreement term | 12 months | |||
Employment Agreements [Member] | Mr. Blake Indursky [Member] | Restricted Common Stock [Member] | ||||
Number of shares issued | 250,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Number of Warrants | ||
Balance outstanding, begining | 1,800,000 | 1,125,000 |
Granted | 581,250 | 3,625,000 |
Exercised | (581,250) | (2,950,000) |
Forfeited/expired | ||
Balance outstanding, ending | 1,800,000 | 1,800,000 |
Exercisable, ending | 1,800,000 | |
Weighted Average Exercise Price | ||
Balance outstanding, begining | $ 0.09 | $ 0.15 |
Granted | 0.01 | 0.01 |
Exercised | 0.01 | 0.01 |
Forfeited/expired | ||
Balance outstanding, ending | 0.1 | $ 0.09 |
Exercisable, ending | $ 0.1 | |
Weighted Average Remaining Contractual Term | ||
Balance outstanding, begining | 3 years 2 months 15 days | 8 years 5 months 26 days |
Granted | 2 years 3 months 21 days | 3 years 11 months 1 day |
Exercised | 4 years 2 months 26 days | 3 years 11 months 1 day |
Balance outstanding, ending | 4 years 1 month 27 days | 3 years 2 months 15 days |
Exercisable, ending | 4 years 1 month 27 days |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 31, 2014 | Apr. 28, 2014 | Feb. 13, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 |
Equity method investments | $ 4,889,515 | $ 4,478,962 | $ 4,200,000 | |||
Number of shares issued upon services,value | $ 856,500 | $ 960,000 | ||||
JJAT Corp (Wholly-owned by Mr. Robert Ellin) [Member] | ||||||
Number of shares issued | 29,000,000 | 29,000,000 | ||||
Equity method investments | $ 4,200,000 | $ 4,200,000 | ||||
Accredited Investors [Member] | Securities Purchase Agreements [Member] | ||||||
Number of units issued | 381,250 | 675,000 | ||||
Number of units issued,value | $ 612,500 | $ 675,000 | ||||
Share price (in dollars per unit) | $ 2 | $ 1 | ||||
Warrant [Member] | ||||||
Number of shares issued | 581,250 | 2,950,000 | ||||
Number of shares issued,value | $ 5,813 | $ 29,500 | ||||
Exercise price (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Number of warrants exercised | 581,250 | 2,950,000 | ||||
Warrant [Member] | Eight Accredited Investors [Member] | ||||||
Number of shares issued | 2,625,000 | |||||
Share price (in dollars per share) | $ 1 | |||||
Number of shares issued,value | $ 2,600,080 | |||||
Exercise price (in dollars per share) | $ 0.01 | |||||
Expiration period | 4 years | |||||
Warrant [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member] | ||||||
Number of shares in each unit | 1 | 1 | ||||
Exercise price (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Expiration period | 4 years | 4 years | ||||
Common Stock [Member] | ||||||
Number of shares issued | 150,000 | |||||
Share price (in dollars per share) | $ 1 | |||||
Number of shares issued,value | $ 150,000 | |||||
Number of shares issued upon services | 901,000 | 1,285,000 | ||||
Number of shares issued upon services,value | $ 901 | $ 1,285 | ||||
Common Stock [Member] | Subscription Agreement (Legal advisors) [Member] | ||||||
Share price (in dollars per share) | $ 0.50 | |||||
Number of shares issued upon services | 954,988 | |||||
Number of shares issued upon services,value | $ 477,494 | |||||
Common Stock [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member] | ||||||
Number of shares in each unit | 1 | 1 | ||||
Common Stock [Member] | Various Consultants & Advisory Board Members [Member] | ||||||
Number of shares issued upon services | 901,000 | 1,285,000 | ||||
Number of shares issued upon services,value | $ 856,500 | $ 960,000 | ||||
Common Stock [Member] | Various Consultants & Advisory Board Members [Member] | Maximum [Member] | ||||||
Share price (in dollars per share) | $ 1 | $ 1 | ||||
Common Stock [Member] | Various Consultants & Advisory Board Members [Member] | Minimum [Member] | ||||||
Share price (in dollars per share) | $ 0.50 | $ 0.50 |
Income Tax Provision (Details)
Income Tax Provision (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ (4,217,871) | $ (2,925,548) |
Stock based compensation | 2,154 | 1,036 |
Fair value of warrants | 884,027 | |
Total deferred tax assets | (3,331,690) | (2,924,511) |
Valuation allowance | 3,331,690 | 2,924,511 |
Net deferred tax asset |
Income Tax Provision (Details 1
Income Tax Provision (Details 1) | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
U.S federal statutory income tax | (34.00%) | (34.00%) |
State tax, net of federal tax benefit | (5.80%) | (5.80%) |
Change in valuation allowance | 39.80% | 39.80% |
Effective tax rate | 0.00% | 0.00% |
Income Tax Provision (Details N
Income Tax Provision (Details Narrative) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Federal [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 9,800,000 | $ 8,600,000 |
State [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | $ 9,800,000 | $ 8,600,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 10, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 581,250 | 2,950,000 | |
Warrant exercise price (in dollars per share) | $ 0.01 | $ 0.01 | |
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||
Subsequent Event [Line Items] | |||
Convertible shares converted | $ 200,000 | ||
Value for convertible shares converted | 102,750 | ||
Subsequent Event [Member] | Trinad Capital [Member] | 8% Senior Note [Member] | |||
Subsequent Event [Line Items] | |||
Advance from related party | $ 95,100 | ||
Subsequent Event [Member] | Warrant [Member] | Convertible Notes Payable [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 200,000 | ||
Number of warrants issued | 200,000 | ||
Warrant exercise price (in dollars per share) | $ 0.01 | ||
Subsequent Event [Member] | Accredited Investors [Member] | |||
Subsequent Event [Line Items] | |||
Total gross proceeds from securities | $ 1,250,000 | $ 1,250,000 | |
Number of shares issued | 250,000 | ||
Purchase price per share (in dollars per share) | $ 5 | ||
Subsequent Event [Member] | Accredited Investors [Member] | Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Warrant term | 3 years | ||
Number of warrants issued | 250,000 | ||
Warrant exercise price (in dollars per share) | $ 0.01 |