Document and Entity Information
Document and Entity Information | 12 Months Ended |
Mar. 31, 2017 | |
Document and Entity Information: | |
Entity Registrant Name | INVESTVIEW, INC. |
Document Type | S1 |
Document Period End Date | Mar. 31, 2017 |
Trading Symbol | invu |
Amendment Flag | true |
Entity Central Index Key | 862,651 |
Current Fiscal Year End Date | --03-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | FY |
Amendment Description | 1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
STOCKHOLDERS' DEFICIT | |||
Total stockholders' deficit | $ (976,307) | $ (4,582,561) | |
Predecessor | |||
Current assets: | |||
Cash and cash equivalents | 3,550 | 7,697 | |
Receivables | 150,000 | ||
Deferred costs | 1,793 | ||
Total current assets | 153,550 | 9,490 | |
Total assets | 153,550 | 9,490 | |
Current liabilities: | |||
Accounts payable and accrued liabilities | 417,025 | 1,078,465 | |
Deferred revenue | 5,807 | 13,128 | |
Related party payables | 132,199 | 704,241 | |
Settlement payable | 344,392 | 344,392 | |
Debt, current portion | 73,011 | 378,460 | |
Current liabilities of discontinued operations | 120,266 | 120,266 | |
Derivative liability, short term portion | 37,157 | 194,087 | |
Total current liabilities | 1,129,857 | 2,833,039 | |
Debt, long term portion | 1,399,190 | ||
Related party payables, long term portion | 295,101 | ||
Derivative liability, long term portion | 64,721 | ||
Long term liabilities | 1,759,012 | ||
Total liabilities | 1,129,857 | 4,592,051 | |
Commitments and contingencies | |||
STOCKHOLDERS' DEFICIT | |||
Preferred stock value | |||
Common stock value | 125,890 | 14,967 | |
Additional paid in capital | 97,774,514 | 96,282,849 | |
Common stock subscriptions (receivable) | (250,000) | ||
Treasury stock, 1,300 shares | (8,589) | (8,589) | |
Accumulated deficit | (98,868,122) | (100,621,788) | |
Total stockholders' deficit | (976,307) | (4,582,561) | |
Total liabilities and stockholders' deficit | 153,550 | 9,490 | |
Successor | |||
Current assets: | |||
Cash and cash equivalents | $ 1,920 | 1,616 | $ 70,298 |
Receivables | 268,674 | 444,610 | |
Total current assets | 287,889 | 456,226 | |
Total assets | 2,510,131 | 472,461 | |
Prepaid assets | 7,295 | ||
Short term advances | 10,000 | 10,000 | |
Fixed assets, net | 9,128 | 10,235 | |
Other assets: | |||
Long term license agreement | 2,208,614 | ||
Deposits | 4,500 | 6,000 | |
Total other assets | 2,213,114 | 6,000 | |
Current liabilities: | |||
Accounts payable and accrued liabilities | 1,434,726 | 1,370,972 | |
Deferred revenue | 561,504 | 433,298 | |
Related party payables | 694,649 | 805,895 | |
Debt, current portion | 1,065,388 | 2,093,745 | |
Total current liabilities | 3,756,267 | 4,703,910 | |
Total liabilities | 3,756,267 | 4,703,910 | |
Commitments and contingencies | |||
STOCKHOLDERS' DEFICIT | |||
Preferred stock value | |||
Common stock value | 1,853,461 | 125,890 | |
Additional paid in capital | 8,004,612 | 805,637 | |
Treasury stock, 1,300 shares | (8,589) | (8,589) | |
Accumulated deficit | (11,095,620) | (5,154,387) | |
Total stockholders' deficit | (1,246,136) | (4,231,449) | |
Total liabilities and stockholders' deficit | $ 2,510,131 | $ 472,461 |
CONSOLIDATED BALANCE SHEETS PAR
CONSOLIDATED BALANCE SHEETS PARENTHETICAL - $ / shares | Sep. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Predecessor | |||
Preferred stock par value | $ 0.001 | $ 0.001 | |
Preferred stock shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock shares issued | |||
Preferred stock shares outstanding | |||
Common stock par value | $ 0.001 | $ 0.001 | |
Common stock shares authorized | 2,000,000,000 | 60,000,000 | |
Common stock shares issued | 125,889,455 | 14,966,911 | |
Common stock shares outstanding | 125,888,155 | 14,965,611 | |
Treasury shares | 1,300 | 1,300 | |
Successor | |||
Preferred stock par value | $ 0.001 | $ 0.001 | |
Preferred stock shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock shares issued | |||
Preferred stock shares outstanding | |||
Common stock par value | $ 0.001 | $ 0.001 | |
Common stock shares authorized | 2,000,000,000 | 2,000,000,000 | |
Common stock shares issued | 1,853,461,281 | 125,889,455 | |
Common stock shares outstanding | 1,853,459,981 | 125,888,155 | |
Treasury shares | 1,300 | 1,300 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Other income (expense): | ||||||
Net income (loss) | $ 1,753,666 | $ (2,104,430) | ||||
Predecessor | ||||||
Revenue, net | 131,465 | 353,926 | ||||
Operating costs and expenses: | ||||||
Cost of sales and service | 3,257 | 43,484 | ||||
Selling, general and administrative | 980,579 | 1,975,255 | ||||
Total operating costs and expenses | 983,836 | 2,018,739 | ||||
Net income (loss) from operations | (852,371) | (1,664,813) | ||||
Other income (expense): | ||||||
(Gain) loss on derivative valuation | 84,284 | 246,939 | ||||
Gain (loss) on debt extinguishment | 3,170,326 | |||||
Loss on disposal of subsidiaries | (26,058) | |||||
Interest expense | (648,573) | (660,498) | ||||
Total other income (expense) | 2,606,038 | (439,617) | ||||
Income (loss) before income taxes | 1,753,666 | (2,104,430) | ||||
Net income (loss) | $ 1,753,666 | $ (2,104,430) | ||||
Income (loss) per common share, basic and diluted | $ 0.05 | $ (0.14) | ||||
Weighted average number of common shares outstanding, basic and diluted | 38,153,419 | 14,616,664 | ||||
Successor | ||||||
Revenue, net | $ 3,615,305 | $ 4,313,779 | $ 6,593,107 | $ 7,032,388 | ||
Operating costs and expenses: | ||||||
Cost of sales and service | 123,010 | 163,617 | 317,296 | 482,991 | ||
Selling, general and administrative | 494,383 | 438,351 | 832,388 | 653,805 | ||
Total operating costs and expenses | 4,539,328 | 4,139,903 | 8,538,364 | 8,422,950 | ||
Net income (loss) from operations | (924,023) | 173,875 | (1,945,257) | (1,390,562) | ||
Commissions | 2,958,173 | 2,641,874 | 5,438,565 | 5,540,754 | ||
Selling and marketing | 119,218 | 209,703 | 268,596 | 344,692 | ||
Salary and related | 419,347 | 495,012 | 856,493 | 1,010,967 | ||
Professional fees | 425,197 | 191,347 | 825,026 | 389,741 | ||
Other income (expense): | ||||||
Gain (loss) on debt extinguishment | (81,035) | (2,767,422) | ||||
Interest expense | (81,136) | (91,903) | ||||
Total other income (expense) | (161,495) | (67,148) | (3,982,636) | (100,374) | ||
Loss on spin-off of operations | (1,118,609) | (1,118,609) | ||||
Interest expense - related parties | (67,155) | (3,000) | (100,395) | |||
Other income (expense) | 676 | 7 | (1,702) | 21 | ||
Income (loss) before income taxes | (1,085,518) | 106,728 | (5,927,893) | (1,490,936) | ||
Income tax expense | (6,879) | (120) | (13,340) | (120) | ||
Net income (loss) | $ (1,092,397) | $ 106,608 | $ (5,941,233) | $ (1,491,056) | ||
Income (loss) per common share, basic and diluted | $ 0 | $ 0 | $ 0 | $ (0.01) | ||
Weighted average number of common shares outstanding, basic and diluted | 1,822,478,129 | 125,888,155 | 1,581,200,506 | 125,888,155 |
CONSOLIDATED STATEMENT OF (DEFI
CONSOLIDATED STATEMENT OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid in Capital | Common Stock Subscription Receivable | Treasury Stock | Accumulated Deficit | Non-controlling Interest | Total |
Balance at Mar. 31, 2015 | $ 14,535 | $ 96,018,216 | $ (250,000) | $ (8,589) | $ (98,517,358) | $ (56,165) | $ (2,799,361) |
Balance - Shares at Mar. 31, 2015 | 14,535,076 | ||||||
Common stock issued for services | $ 332 | 92,653 | 92,985 | ||||
Common stock issued for services - shares | 331,835 | ||||||
Common stock issued in settlement of debt | $ 100 | 9,790 | 9,890 | ||||
Common stock issued in settlement of debt - shares | 100,000 | ||||||
Reclass derivatives liability to equity upon convertible note payoff | 162,190 | 162,190 | |||||
Disposal of majority owned subsidiary | $ 56,165 | 56,165 | |||||
Net income (loss) | Predecessor | (2,104,430) | ||||||
Net income (loss) | (2,104,430) | (2,104,430) | |||||
Balance (Predecessor) at Mar. 31, 2016 | (4,582,561) | ||||||
Balance at Mar. 31, 2016 | $ 14,967 | 96,282,849 | (250,000) | (8,589) | (100,621,788) | (4,582,561) | |
Balance - Shares at Mar. 31, 2016 | 14,966,911 | ||||||
Common stock issued for services | $ 6,072 | 25,703 | 31,775 | ||||
Common stock issued for services - shares | 6,072,200 | ||||||
Common stock issued in settlement of debt | $ 72,710 | 303,289 | 375,999 | ||||
Common stock issued in settlement of debt - shares | 72,709,924 | ||||||
Reclass derivatives liability to equity upon convertible note payoff | 277,778 | 277,778 | |||||
Common stock issued for cash | $ 10,671 | 146,829 | 157,500 | ||||
Common stock issued for cash - shares | 10,670,840 | ||||||
Common stock issued in payment of compensation | $ 21,070 | 962,666 | 983,736 | ||||
Common stock issued in payment of compensation - shares | 21,069,580 | ||||||
Common stock issued for director fees | $ 400 | 25,400 | 25,800 | ||||
Common stock issued for director fees - shares | 400,000 | ||||||
Write off of subscription receivable | (250,000) | $ 250,000 | |||||
Net income (loss) | Predecessor | 1,753,666 | ||||||
Net income (loss) | 1,753,666 | 1,753,666 | |||||
Balance (Predecessor) at Mar. 31, 2017 | (976,307) | ||||||
Balance at Mar. 31, 2017 | $ 125,890 | $ 97,774,514 | $ (8,589) | $ (98,868,122) | $ (976,307) | ||
Balance - Shares at Mar. 31, 2017 | 125,889,455 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income (loss) | $ 1,753,666 | $ (2,104,430) | ||
Non cash financing activities: | ||||
Common stock issued in settlement of debt | 375,999 | 9,890 | ||
Predecessor | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income (loss) | 1,753,666 | (2,104,430) | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||
Amortization of debt discount | 310,484 | 171,263 | ||
Amortization of deferred compensation | 121,288 | |||
Stock issued for services and compensation | 557,766 | 92,985 | ||
Loan fees on new borrowings | 17,176 | 343,827 | ||
New derivatives recorded as loan fees | 159,132 | |||
(Gain) loss on derivative valuation | (84,284) | (246,939) | ||
Loss on debt settlement | (3,170,326) | |||
Changes in operating assets and liabilities: | ||||
Change in receivables | (150,000) | 57,076 | ||
Change in deferred costs | 1,793 | 884 | ||
Change in prepaid and other assets | 106,664 | |||
Change in accounts payable and accrued liabilities | 265,801 | 223,158 | ||
Change in deferred revenue | (7,321) | (28,457) | ||
Change in accrued interest | 133,915 | 128,615 | ||
Change in accrued interest - related parties | 19,178 | 25,524 | ||
Net cash used in operating activities | (193,019) | (1,108,542) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds (repayments) for related party payables, net | 65,480 | 57,594 | ||
Proceeds from new lending | 92,500 | 375,010 | ||
Repayments for debt | (126,607) | (122,102) | ||
Proceeds from the sale of stock | 157,500 | |||
Net cash provided by financing activities | 188,872 | 310,502 | ||
Net increase (decrease) in cash and cash equivalents | (4,147) | (798,040) | ||
Cash and cash equivalents-beginning of period | $ 3,550 | $ 7,697 | 7,697 | 805,737 |
Cash and cash equivalents-end of period | 3,550 | 7,697 | ||
Cash paid during the period for: | ||||
Interest | ||||
Income taxes | ||||
Non cash financing activities: | ||||
Common stock issued for accounts payable and accrued liabilities | 173,647 | |||
Common stock issued in non cash settlement of debt | 2,119,024 | 3,000 | ||
Common stock issued for related party payables | 890,948 | |||
Subscription receivable recorded as contributed capital | 250,000 | |||
Derivative recorded as a debt discount | 127,208 | |||
Reclass derivative from liability to equity upon debt payoff | 277,778 | 162,190 | ||
Successor | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income (loss) | (5,941,233) | (1,491,056) | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||
Loss on debt settlement | 2,767,422 | |||
Changes in operating assets and liabilities: | ||||
Change in receivables | 325,936 | (399,592) | ||
Change in accounts payable and accrued liabilities | (112,847) | 1,204,172 | ||
Change in deferred revenue | 122,399 | 463,533 | ||
Change in accrued interest | 76,602 | |||
Change in accrued interest - related parties | 3,000 | |||
Net cash used in operating activities | (1,589,914) | (122,910) | ||
Depreciation | 1,107 | 1,138 | ||
Stock issued for services and license agreement | 47,591 | |||
Debt issuance costs - related party | 100,395 | |||
Loss on spin-off of operations | 1,118,609 | |||
Change in deposits | 1,500 | (1,500) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Cash received in reverse acquisition | 3,550 | |||
Net cash provided by investing activities | 3,550 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Repayments for debt | (556,085) | (55,999) | ||
Proceeds from the sale of stock | 492,000 | 25,000 | ||
Net cash provided by financing activities | 1,586,668 | 52,836 | ||
Proceeds from related parties | 368,253 | 210,000 | ||
Repayments for related party payables | (392,500) | (495,373) | ||
Proceeds from debt | 1,675,000 | 500,000 | ||
Dividends paid | (130,792) | |||
Net increase (decrease) in cash and cash equivalents | 304 | (70,074) | ||
Cash and cash equivalents-beginning of period | 1,616 | 70,298 | 70,298 | |
Cash and cash equivalents-end of period | 1,920 | 224 | $ 1,616 | $ 70,298 |
Cash paid during the period for: | ||||
Interest | 78,000 | 96,645 | ||
Income taxes | 13,340 | $ 120 | ||
Non cash financing activities: | ||||
Common stock issued in non cash settlement of debt | 2,322,606 | |||
Common stock issued for reverse acquisition | 662,048 | |||
Common stock issued in settlement of debt | 2,322,606 | |||
Common stock issued for prepaid services and long term license agreement | $ 2,215,909 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Summary of Significant Accounting Policies | NOTE 2–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended September 30, 2017, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2018. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2017, consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2017, as well as our Form 8-K/A filed on June 30, 2017. Principles of Consolidation The consolidated financial statements include the accounts of InvestView, Inc., and our wholly owned subsidiaries, Wealth Generators, LLC, Investment Tools & Training, LLC, Razor Data Corp., and SAFE Management, LLC. All significant, intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles 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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition For revenue from product sales and services, we recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), subtopic 605-10, Revenue Recognition (“ASC 605-10”), which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize revenue for subscription sales over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a 10-day trial period to subscription customers, during which a full refund can be requested if a customer does not like the product. Revenues are deferred during the trial period as collectability cannot be reasonably assured until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. Long-Lived Assets – License Agreement The Company accounts for its long-term license agreement in accordance with ASC subtopic 350-30 General Intangibles Other Than Goodwill and ASC subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Further, ASC subtopic 350-30 requires an intangible asset to be amortized over its useful life. ASC subtopic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability. GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows: Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: – Quoted prices for similar assets or liabilities in active markets – Quoted prices for identical or similar assets or liabilities in markets that are not active – Inputs other than quoted prices that are observable for the asset or liability – Inputs that are derived principally from or corroborated by observable market data by correlation or other means Level 3: Inputs that are unobservable and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). Our financial instruments consist of cash, accounts receivable, and accounts payable. We have determined that the book value of our outstanding financial instruments as of September 30, 2017 (unaudited) and March 31, 2017, approximates the fair value due to their short-term nature. Net Loss per Share We follow ASC subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Convertible debt, stock options, and warrants have been excluded as common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, 2017 September 30, 2016 Convertible notes payable - 26,677,398 Options to purchase common stock 35,000 40,000 Warrants to purchase common stock 6,534,810 6,534,810 Totals 6,569,810 33,252,208 |
Going Concern and Liquidity
Going Concern and Liquidity | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Going Concern and Liquidity | NOTE 4–GOING CONCERN AND LIQUIDITY Our financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have incurred significant recurring losses, which have resulted in an accumulated deficit of $11,095,620, net loss of $5,941,233, and net cash used in operations of $1,589,914 for the six months ended September 30, 2017. Additionally, as of September 30, 2017, we had cash of $1,920 and a working capital deficit of $3,468,378. These factors raise substantial doubt about our ability to continue as a going concern. Historically we have relied on increasing revenues and new debt financing to pay for operational expenses and debt as it came due. During the six months ended September 30, 2017, we raised $368,253 in cash proceeds from related parties, $1,675,000 in cash proceeds from new lending arrangements, and $492,000 from the sale of common stock. Additionally, during the six months ended September 30, 2017, we have exchanged $2,322,606 worth of debt into shares of common stock. Going forward we plan to reduce obligations with cash flow provided by operations and pursue additional debt and equity financing, however, we cannot assure that funds will be available on terms acceptable us, or if available, will be sufficient to enable us to fully complete our development activities or sustain operations. Nevertheless, the shortage of working capital adversely affects our ability to develop or participate in activities that promote our business, because a substantial portion of cash flow goes to reduce debt rather than to advance operating activities. Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
Settlement Payable
Settlement Payable | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Settlement Payable | 3. SETTLEMENT PAYABLE On January 20, 2009, the Company received $200,000 in exchange for a promissory note, payable, due July 20, 2009 with interest due monthly at 20% per annum. The note was secured by common stock of the Company and was personally guaranteed by certain officers of the Company. The note contained certain first right of payment should the Company be successful in raising $500,000 to $1,500,000 in a Private Placement Offering before any payments could be distributed from the escrow at the offering. In connection with the issuance of the promissory note payable, the Company issued warrants to purchase its common stock at $2.00 per share for five years. The fair value of the warrants of $101,183, representing debt discount, has been fully amortized. On August 12, 2013, Evenflow Funding, LLC ("Evenflow") commenced a civil action (the “NJ Action”) against the Company in the Superior Court of New Jersey, Law Division, Monmouth County (the "Court") bearing Docket No.. Mon-L-3105-13 in collection of the above described promissory note issued January 20, 2009 and related accrued interest . On October 13, 2014, the Company and Evenflow agreed to a settlement and a Stipulation of Settlement (the "Settlement") was filed with the Court, in connection with the NJ Action. Pursuant to the Settlement, the Company agreed to pay to Evenflow a total of $425,000 (the "Settlement Amount") in quarterly payments (the "Quarterly Payments") equal to 10% of the net revenue (revenue less allowances, returns and payments to revenue sharing agreements) of the Company as reported in the Company's periodic reports filed on Form 10-Q or Form 10-K (collectively, the "Periodic Reports") commencing with the Company's December 31, 2014 Periodic Report. The Quarterly Payments are due and payable by the Company on the tenth day following the filing of each Periodic Report. In addition to the Quarterly Payments, the Company agreed to make an initial payment in the amount of $25,000 upon the filing of the Settlement with the Court, as well as a payment in the amount of $25,000 due on the 12 month anniversary of the initial payment. The aggregate total of all payments including the upfront $25,000, the one year anniversary $25,000, and the quarterly payments is to be $425,000. As of March 31, 2016, the Company reclassified the promissory note and accrued interest to settlement payable. No material gain or loss was recorded in connection with the settlement. The unpaid balance as of March 31, 2017 and 2016 was $344,392. As of March 31, 2017 the Company was in default on this liability, however, in conjunction with the Wealth Generators reverse-merger, effective April 1, 2017, this liability was assigned and assumed by Alpha Pro Asset Management Group, LLC, an entity associated with the former management of the Company (see Note 13). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Related Party Transactions | NOTE 6–RELATED-PARTY TRANSACTIONS Our related-party payables consisted of the following: September 30, 2017 March 31, 2017 Short-term advances [1] $ 268,754 $ 100,000 Revenue-based Funding Agreement entered into on 11/8/15 [2] - 180,000 Short-term Promissory Note entered into on 9/13/16, in default [3] 150,000 150,000 Promissory Note entered into on 11/15/16 [4] 895 895 Promissory Note entered into on 3/15/17 [5] 275,000 375,000 $ 694,649 $ 805,895 _______________ [1] We periodically receive advances for operating funds from our current majority shareholders (former members of Wealth Generators prior to the reverse acquisition) and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand, generally have no interest or fees associated with them, and are unsecured. During the six months ending September 30, 2017, we received $368,254 in cash proceeds from advances and repaid related parties $199,500. [2] On November 16, 2015, then a majority member of Wealth Generators (pre-reverse acquisition) and currently a majority shareholder advanced funds of $150,000 under a Revenue-based Funding Agreement, which required that beginning December 30, 2015, we would pay an amount equal to 2% of our top-line revenue generated from the prior month to pay down the loan until the lender had received $450,000. During the six months ending September 30, 2017, we agreed to issue 10,000,000 shares of common stock to extinguish $90,000 in debt and to pay $15,000 per month for six months, for a total of $90,000, under a Conversion Agreement. We repaid $90,000 in cash during the six months ending September 30, 2017. [3] A member of the senior management team has continuously advanced funds of $150,000 at various times, beginning on September 14, 2016, under short-term promissory notes. All of the notes carry the same terms, have a fixed interest payment of $7,500, and are generally due in less than four weeks. Under this arrangement, during the six months ended September 30, 2017, we incurred $3,000 of loan fees and repaid $3,000. [4] We entered into a Promissory Note for $94,788 with a company owned by immediate family members of two members of our executive management team. Funds were advanced to us on November 16 and December 16, 2016 in the amounts of $78,750 and $16,038, respectively. The Promissory Note has a 12-month term, an annual interest rate of 8%, and no prepayment penalty. During the year ending March 31, 2017, we incurred $895 in interest expense on the note and repaid the entire principal balance of $94,788. [5] A company that was a majority member of Wealth Generators (pre-reverse acquisition) and is currently a majority shareholder entered into a Promissory Note in the amount of $300,000, advancing funds on March 17, 2017. The note has a fixed interest amount of $75,000 and matured on September 16, 2017, but has been extended through November 16, 2017. Payments of $100,000 were made on this arrangement during the six months ending September 30, 2017. |
Debt
Debt | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Debt | NOTE 7–DEBT Our debt consisted of the following: September 30, 2017 March 31, 2017 Revenue based funding arrangement entered into on 8/31/15 [1] $ - $ 263,641 Revenue share agreement entered into on 6/28/16 [2] 400,000 525,000 Purchase and sale agreement for future receivables entered into on 9/30/16 [3] 87,288 220,652 Short-term advance received on 1/11/17 [4] - 1,000,000 Short-term advance received on 3/16/17 [5] - 50,000 Promissory note entered into on 3/31/17 [6] - 34,452 Promissory note entered into on 8/15/17 [7] 300,000 - Promissory note entered into on 8/24/17 [8] 26,250 - Promissory note entered into on 9/15/17 [9] 251,850 - $ 1,065,388 $ 2,093,745 _______________ [1] We entered into a Revenue-based Funding Agreement and received proceeds of $50,000 on December 18, 2015, $25,000 on April 17, 2015, and $25,000 September 1, 2015. The agreement required that beginning September 30, 2015, we would pay an amount equal to 2% of our top-line revenue generated from the prior month to pay down the loan until the lender had received an amount that was three times the amount advanced. During the six months ending September 30, 2017, we agreed to issue 10,000,000 shares of common stock to extinguish $263,641 in debt. [2] During April 2016, we entered into a Royalty Agreement, which was replaced with a Revenue Share Agreement dated June 28, 2016, which was amended in October of 2016. Cash receipts were received of $100,000, $150,000, and $250,000 on April 19, May 11, and June 29, 2016, respectively. In accordance with the terms of the final amended agreement, we are required to make payments of $25,000 per month or a 3% royalty for the previous month’s sales, whichever is greater, beginning February 15, 2017, until the lender has been repaid $600,000. During the six months ending September 30, 2017, we repaid $125,000. [3] We entered into a Purchase and Sale Agreement for future receivables with an entity that provides quick access to working capital. On October 6, 2016, we received proceeds from this arrangement of $250,000. In accordance with the terms of the agreement, we are required to repay $345,600 over a 16-month period by making ACH payments in the amount of $1,052 per business day. Accordingly, we recorded $95,000 as interest expense at inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the six months ending September 30, 2017, we paid $133,604 on the debt and recorded $240 for six monthly maintenance fees of $40 per month. [4] We received funds of $1,000,000 on January 11, 2017, and funds of $800,000 on April 10, 2017, as a result of a short-term advance in which the lender was anticipating converting such funds into shares of common stock upon our acquisition by a publicly traded company. On June 6, 2017, we formalized a Conversion Agreement wherein the total of these funds, or $1,800,000, was exchanged for 180,000,000 shares of our common stock. [5] We received funds of $50,000 on March 16, 2017, as a result of a short-term advance. Such advance has no interest rate or due date, thus was shown as due on demand. During the six months ending September 30, 2017, we entered into a Conversion Agreement and issued 5,000,000 shares of common stock in exchange for the $50,000 in debt. [6] We received a short-term advance of $24,965 on March 3, 2017, and entered into a Promissory Note with the lender on March 31, 2017, to formalize the lending arrangements for this advance. Per the Promissory Note, $50,000 was to be advanced on or before April 3, 2017, therefore, we received $25,000 in proceeds during the six months ended September 30, 2017. The Promissory Note provides for a fixed interest amount of $19,000 and matures on September 30, 2017. During the six months ended September 30, 2017, we recorded $9,513 as interest expense. On September 10, 2017, we agreed to issue 5,000,000 shares of common stock in exchange for the full $68,965 in debt. [7] We received proceeds of $250,000 under a Promissory Note entered into on August 14, 2017, with a maturity date of December 31, 2017. The Promissory Note requires us to pay a fixed interest amount of $25,000 if we choose to pay the note in full by October 31, 2017, or to pay a fixed interest amount of $50,000 if the note is paid in full by its maturity date. During the six months ended September 30, 2017, we recorded $50,000 as interest expense because we did not repay the loan in full prior to October 31, 2017. [8] We received proceeds of $100,000 under a Promissory Note entered into on August 24, 2017, with a maturity date of October 6, 2017. The note states a fixed interest amount of $5,000, which was recorded in the six months ended September 30, 2017, along with payments of $78,750. [9] We received proceeds of $250,000 under a Promissory Note entered into on September 15, 2017, with a maturity date of October 5, 2017. The Promissory Note states that if the note is not paid in full by the maturity date, interest will accrue at the rate of 18% per annum, with interest commencing on the date of execution of the note and continuing until the note is paid in full. We have not made any payments on this note and, therefore, consider it due on demand. During the six months ended September 30, 2017, $1,850 was recorded as interest expense on the note. In addition to the above debt transactions that were outstanding as of September 30, 2017 and March 31, 2017, during the six months ended September 30, 2017, we also received proceeds of $50,000 from short-term advances and $200,000 from short-term notes. During the six months ended September 30, 2017, we recorded interest expense of $10,000 for fixed interest amounts due on the notes, entered into a Conversion Agreement to issue 5,000,000 shares of stock to extinguish the short-term advance of $50,000, and made total cash payments of $210,000 to extinguish the interest and principal amounts due on the notes. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Derivative Liabilities | 6. DERIVATIVE LIABILITIES As described in Note 5, the Company issued convertible notes that contain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date. During the years ending March 31, 2017 and 2016, the Company had the following activity in their derivative liability account: Derivative liability at March 31, 2015 $ - Derivative liability recorded on new instruments 674,828 Elimination of derivative liability on conversion (6,891 ) Reclass derivative liability to equity upon convertible note payoff (162,190 ) Change in fair value of derivative liability (246,939 ) Derivative liability at March 31, 2016 258,808 Derivative liability recorded on new instruments 286,340 Elimination of derivative liability on conversion (128,490 ) Reclass derivative liability to equity upon convertible note payoff (277,778 ) Gain on settlement (17,439 ) Change in fair value of derivative liability (84,284 ) Derivative liability at March 31, 2017 $ 37,157 The Company recorded the aggregate fair value of $674,828 of embedded derivatives on their notes entered into during the year ended March 31, 2016, which was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 225.82% to 413.63%, (3) weighted average risk-free interest rate of 0.36 % to 0.70%, (4) expected life of 0.76 to 2.00 years, and (5) estimated fair value of the CompanyÂ’s common stock of $0.129 to $0.31 per share. The determined fair value of the debt derivatives of $674,828 was charged as a debt discount up to the net proceeds of the notes with the remainder of $343,827 charged to current period operations as non-cash interest expense. At March 31, 2016, the Company marked to market the fair value of the debt derivatives and determined a fair value of $258,808. The Company recorded a gain from change in fair value of debt derivatives of $246,939 for the year ended March 31, 2016. The fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 412.94%, (3) weighted average risk-free interest rate of 0.39% to 0.59%, (4) expected life of 0.42 to 1.49 years, and (5) estimated fair value of the CompanyÂ’s common stock of $0.10 per share. During the year ended March 31, 2017 the Company recorded an aggregate fair value of $333,996 of embedded derivatives on their new notes entered into which was determined using the Binominal Option Pricing Model with the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 413.63% to 451.23%, (3) weighted average risk-free interest rate of 0.40 % to 0.68%, (4) expected life of 0.42 to 1.00 years, and (5) estimated fair value of the CompanyÂ’s common stock of $0.009 to $0.10 per share. At March 31, 2017, the Company marked to market the fair value of the debt derivatives and determined a fair value of $37,157. The Company recorded a gain from change in fair value of debt derivatives of $84,284 for the year ended March 31, 2017. The fair value of the embedded derivatives was determined using Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 237.35%, (3) weighted average risk-free interest rate of 0.74%, (4) expected life of 0.12 years, and (5) estimated fair value of the CompanyÂ’s common stock of $0.0044 per share. |
Capital Stock
Capital Stock | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Capital Stock | NOTE 8–CAPITAL STOCK During the six months ended September 30, 2017, we issued 49,200,000 shares of common stock for $492,000. We issued 125,000 shares of common stock with a value of $7,500 for a 1-year consulting agreement and we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement; therefore, $47,591 was recorded as expense in the six months ended September 30, 2017, $7,295 was recorded as a prepaid asset, and $2,208,614 was recorded as an other asset. We also issued 239,575,884 shares of our common stock in settlement of debt, wherein accrued liabilities, principal, accrued interest, and derivative liabilities were extinguished in the amounts of $435,892, $2,348,606, $20,696, and $38,557, respectively, and we recognized a loss on the settlement of debt in the amount of $3,186,394 in the statement of operations for the six months ended September 30, 2017. In conjunction with the shares issued for the settlement of debt, a gain of $413,012 related to the period prior to the reverse acquisition with Wealth Generators was excluded from the statement of operations. In conjunction with the reverse acquisition, we issued 1,358,670,942 shares of common stock (see Note 5). As of September 30 and March 31, 2017, we had 1,853,461,281 and 125,889,455 shares of common stock issued and 1,853,459,981 and 125,888,155 shares of common stock outstanding, respectively. |
Stock Options and Warrants
Stock Options and Warrants | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Stock Options and Warrants | NOTE 9–STOCK OPTIONS AND WARRANTS Employee Stock Options The following table summarizes the changes in employee stock options outstanding and the related prices for the shares of our common stock issued to employees under two employee stock option plans. The nonqualified plan adopted in 2007 authorizes 65,000 shares, of which 47,500 have been granted as of September 30, 2017. The qualified plan adopted in October of 2008 authorizes 125,000 shares and was approved by a majority of our shareholders on September 16, 2009. To date, 42,500 shares have been granted under the 2008 plan as of September 30, 2017. The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees of the Company: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (years) Value Options outstanding at March 31, 2016 37,500 $ 10.20 3.33 $ - Granted - $ - Exercised - $ - Canceled / expired (2,500 ) $ 12.00 Options outstanding at March 31, 2017 35,000 $ 10.00 2.51 $ - Granted - $ - Exercised - $ - Canceled / expired - $ - Options outstanding at September 30, 2017 35,000 $ 10.00 2.01 $ - Options exercisable at September 30, 2017 35,000 $ 10.00 2.01 $ - Stock-based compensation expense in connection with options granted to employees for the three and six months ended September 30, 2017 and 2016 was $0. Non-Employee Stock Options The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to consultants and non-employees of the Company: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (years) Value Options outstanding at March 31, 2016 2,500 $ 84.00 0.08 $ - Granted - $ - Exercised - $ - Canceled / expired (2,500 ) $ - Options outstanding at March 31, 2017 - $ - - $ - Granted - $ - Exercised - $ - Canceled / expired - $ - Options outstanding at September 30, 2017 - $ - - $ - Options exercisable at September 30, 2017 - $ - - $ - Warrants The following table summarizes the warrants outstanding and the related prices for the shares of the Company’s common stock as of September 30, 2017: Warrants Outstanding Warrants Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ 0.50 350,000 0.41 $ 0.50 350,000 $ 0.50 $ 1.50 6,127,497 1.74 $ 1.50 6,127,497 $ 1.50 $ 2.50 12,000 0.80 $ 2.50 12,000 $ 2.50 $ 6.00 45,313 0.33 $ 6.00 45,313 $ 6.00 Total 6,534,810 1.63 $ 1.48 6,534,810 $ 1.48 Transactions involving the Company’s warrant issuance are summarized as follows: Average Number of Price Shares Per Share Warrants outstanding at March 31, 2016 6,504,810 $ 1.48 Granted / restated 30,000 $ 0.50 Canceled - $ - Expired - $ - Warrants outstanding at March 31, 2017 6,534,810 $ 1.48 Granted - $ - Canceled - $ - Expired - $ - Warrants outstanding at September 30, 2017 6,534,810 $ 1.48 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Discontinued Operations | 9. DISCONTINUED OPERATIONS Sale of Instilend Technologies, Inc. On May 2, 2013, the Company, its wholly-owned subsidiary, Instilend Technologies Inc. ("Instilend") and Fortified Management Group, LLC ("Fortified") entered into an Asset Purchase Agreement (the "APA"), pursuant to which Instilend sold all of its assets, including its proprietary Matador, Locate Stock and LendEQS platforms, to Fortified in consideration of $3,000,000 (the "Purchase Price") consisting of 250,000 shares of common stock of the Company which were returned to the Company for cancellation in March of 2013, $2,500 per month commencing on the 90th day after the Closing Date which will be increased to $5,000 per month as of the 270th day following the Closing Date, a Secured Promissory Note in the principal amount of $1,250,000 (the "APA Note"), the assumption by Fortified from the Company of 5% Convertible Promissory Notes (the "Seller Notes") originally issued by the Company to Todd Tabacco, Derek Tabacco and Richard L'Insalata in the aggregate amount of $500,000 and additional monthly royalties of 5% after the payment of the $1,250,000 Secured Promissory Note up to $4,000,000 as set forth in Schedule 3 of the APA. In addition, $150,000 of the Purchase Price (the "Escrow Funds") was used towards the payment by the Company of certain tax liabilities owed by Instilend. The Escrow Funds will be held in escrow until the Company has entered into settlement agreements with the relevant tax authorities, at which time the Company may authorize the Escrow Funds to be released for payment to the relevant tax authorities. In the event of a failure by the Company to make any payments in accordance with the terms of any such settlement agreements, the Company will issue shares of its common stock to Fortified equal to three times the unpaid amount of the remaining unpaid tax liabilities. As a result of the sale of the operating assets relating to the stock loan business, management of the Company, as of the Closing Date, elected to impair the remaining assets in the business including the goodwill, customer list and covenants to not compete. The impaired assets were initially recorded as a result of the acquisition of Instilend. The assets and liabilities of the discontinued operations as of March 31, 2017 and 2016 were as follows: 2017 2016 Total current assets of discontinued operations $ - $ - Accounts payable $ 120,266 $ 120,266 Total current liabilities of discontinued operations $ 120,266 $ 120,266 Accounts payable are primarily comprised of vendors payable. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Commitments and Contingencies | NOTE 10–COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, we may be or have been involved in legal proceedings from time to time. As of the date these financial statements were available to be issued, there are no material legal proceedings or filings against us. Other Agreements In conjunction with a lending arrangement for $100,000, entered into on May 11, 2015, we agreed to issue minimum monthly payments of $4,000 after the loan was paid in full and for the entire duration of the Company. We are expensing the $4,000 monthly payments as they are disbursed, subsequent to the payback of the initial funds borrowed, and we are currently committed to these monthly payments in perpetuity. During the six months ended September 30, 2017, we made six payments under this arrangement for $24,000. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Income Taxes | 11. INCOME TAXES Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets consist of the following components as of March 31, 2017 and 2016: 2017 2016 Deferred tax assets: NOL carryover $ 18,372,400 $ 18,771,905 Related party accrued payroll 2,200 203,373 Deferred tax liabilities: - - Valuation allowance (18,374,600 ) (18,975,278 ) Total long-term deferred income tax assets $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended March 31, 2017 and 2016 due to the following: 2017 2016 Book income (loss) $ 754,100 $ (715,500 ) Non-cash interest expense 387,400 175,100 Stock for services 239,800 31,600 Gain on settlement – derivative and equity derived (1,006,900 ) - Stock for payables 278,000 3,400 Gain on derivative liability (36,200 ) (84,000 ) Related party accruals (220,600 ) 68,100 Amortization of prepaid expenses with stock - 41,200 Fines and penalties 3,900 - NOL utilization (399,500 ) - Valuation allowance - 480,100 Total long-term deferred income tax assets $ - $ - At March 31, 2017, the Company had net operating loss carryforwards of approximately $42,726,000 that may be offset against future taxable income for the year 2018 through 2037. No tax benefit from continuing or discontinued operations have been reported in the March 31, 2017 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to change in ownership provisions of the Tax Reform Act of 1986, net operation loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. The Company complies with the provisions of FASB ASC 740 in accounting for its uncertain tax positions. ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accruals for interest and tax penalties at March 31, 2016 and 2015. The Company does not expect the amount of unrecognized tax benefits to materially change within the next twelve months. The Company is required to file income tax returns in the U.S. Federal jurisdiction, in New York State, New Jersey, and in Utah. The Company is no longer subject to income tax examinations by tax authorities for tax years ending before March 31, 2013. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Fair Value Measurements | 12. FAIR VALUE MEASUREMENTS ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the consolidated financial statements. The carrying value of the CompanyÂ’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2017: Level 1 Level 2 Level 3 Total Long-term investments $ - $ - $ - $ - Total $ - $ - $ - $ - Derivative liabilities $ - $ - $ 37,157 $ 37,157 Total $ - $ - $ 37,157 $ 37,157 Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2016: Level 1 Level 2 Level 3 Total Long-term investments $ - $ - $ - $ - Total $ - $ - $ - $ - Derivative liabilities $ - $ - $ 258,808 $ 258,808 Total $ - $ - $ 258,808 $ 258,808 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Subsequent Events | NOTE 11–SUBSEQUENT EVENTS Subsequent to September 30, 2017, we entered into 11 Subscription Agreements with 11 separate accredited investors, pursuant to which we received $1,722,275 for 172,227,500 shares of common stock. As of the date of this filing, 105,000,000 of those shares had not yet been issued. On November 14, 2017, two entities owned by members of our board of directors and founders, together owning more than 50% of the outstanding shares, entered into a majority consent to increase our authorized shares of common stock from 2,000,000,000 to 10,000,000,000. This cannot become effective until 20 days after we provide the required written notice to our shareholders. On October 10, 2017, we entered into compensation agreements with Ryan Smith, our Chief Executive Officer; Annette Raynor, our Chief Operations Officer and Corporate Secretary; and Chad Miller, our Chief Visionary Officer. Each of the agreements provides for an annual salary of $225,000 and includes termination payments of three times the executive’s annual salary if the executive is terminated without cause and one year of salary if the executive is terminated for cause. On October 11, 2017, we entered into a revenue agreement with our four founders, including Ryan Smith, Annette Raynor, and Chad Miller. Under the terms of that agreement, each of the founders is entitled to receive a payment of three quarters of one percent (0.75%) of our gross revenues, calculated and paid on a monthly basis, as consideration for founding the Company. The right to receive these payments is permanent and irrevocable and is not connected with any employment agreements. On October 10, 2017, we entered into a compensation agreement with Mario Romano, our Director of Finance and Investor Relations. The agreement provides for an annual salary of $225,000 and includes termination payments of three times Mr. Romano’s annual salary if he is terminated without cause and one year of salary if he is terminated for cause. On October 20, 2017, we entered into a Contribution and Exchange Agreement with HODO-mania, a Texas corporation. Under the terms of the agreement, we acquired the exclusive use of the RYZE.ai algorithm currently marketed by Wealth Generators as the Multiplier, the option to add certain travel services to its product lineup, and HODO-mania’s member database. Upon the successful transfer of the assets, we will issue $50,000 of our common stock to HODO-mania, calculated using the closing sales price on that date. The agreement also includes earn-out provisions that could result in the issuance of up to 200,000,000 shares of our common stock if certain milestones are met. In accordance with ASC 855, Subsequent Events, we have evaluated subsequent events through the date of this filing and have determined that there are no additional subsequent events that require disclosure. |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Organization and Nature of Business | NOTE 1–ORGANIZATION AND NATURE OF BUSINESS Organization InvestView, Inc. was incorporated on August 10, 2005, under the laws of the state of Nevada as Voxpath Holding, Inc. We were known as TheRetirementSolution.Com, Inc. and Global Investor Services, Inc., before changing our name to InvestView, Inc., on March 27, 2012. On March 31, 2017, we entered into a Contribution Agreement with the members of Wealth Generators, LLC, a limited liability company (“Wealth Generators”), pursuant to which the Wealth Generators members agreed to contribute 100% of the outstanding securities of Wealth Generators in exchange for an aggregate of 1,358,670,942 shares of our common stock. The closing of the Contribution Agreement was effective April 1, 2017, and Wealth Generators became our wholly owned subsidiary and the former members of Wealth Generators became our stockholders and control the majority of our outstanding common stock (see Note 5). On June 6, 2017, we entered into an Acquisition Agreement with Market Trend Strategies, LLC, a company whose members are also former members of our management. Under the Acquisition Agreement, we spun-off our operations that existed prior to the merger with Wealth Generators and sold the intangible assets used in those pre-merger operations in exchange for Market Trend Strategies’ assumption of $419,139 in pre-merger liabilities. Nature of Business Through our wholly owned subsidiary, Wealth Generators, we provide research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets. These services include research, trade alerts, and live trading rooms that include instruction in equities, options, FOREX, ETFs, binary options, and crowdfunding sector education. In addition to trading tools and research, we also offer full education and software applications to assist the individual in debt reduction, increased savings, budgeting, and proper tax management. Each product subscription includes a core set of trading tools/research along with the personal finance management suite enabling an individual complete access to the information necessary to cultivate and manage his or her financial situation. Four packages are available through a monthly subscription that can be cancelled at any time at the discretion of the customer. A unique component of the product marketing plan is the distribution method whereby all subscriptions are sold via current participating customers who choose to distribute and sell the services by participating in the bonus plan. The bonus plan participation is purely optional but enables individuals to create an additional income stream to further support their personal financial goals and objectives. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Recent Accounting Pronouncements | NOTE 3–RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. Management is in the process of assessing the impact of ASU 2014-09 on our financial statements. |
Reverse Acquisition
Reverse Acquisition | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Reverse Acquisition | NOTE 5–REVERSE ACQUISITION Effective April 1, 2017, we entered into a Contribution Agreement with Wealth Generators, pursuant to which the Wealth Generators members agreed to contribute 100% of the outstanding securities of Wealth Generators in exchange for an aggregate of 1,358,670,942 shares of our common stock. Following the closing, Wealth Generators became our wholly owned subsidiary and the Wealth Generators members became our stockholders and control the majority of our outstanding common stock. The transaction was accounted for as a reverse acquisition using the acquisition method of accounting in accordance with the FASB (ASC 805). Wealth Generators is the acquirer solely for financial accounting purposes. The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities assumed at the date of the reverse acquisition: Cash $ 3,550 Receivables 150,000 Total assets acquired 153,550 Accounts payable and accrued liabilities 456,599 Due to former management 127,199 Debt 26,314 Total liabilities assumed [1] 610,112 Net liabilities assumed 456,562 Consideration [2] 662,047 Goodwill $ 1,118,609 ______________ [1] In conjunction with the reverse acquisition, we entered into an assignment and assumption agreement wherein we issued 24,914,348 shares of our common stock to Alpha Pro Asset Management Group, LLC (“Alpha Pro”), an entity affiliated with the prior members of management, in exchange for Alpha Pro’s assumption of $482,588 in liabilities. Accordingly, the shares issued for debt were accounted for the moment before the reverse acquisition, and the $482,588 in liabilities have been excluded from the total liabilities assumed shown here. [2] The fair value of the consideration effectively transferred was measured based on the fair value of 150,465,339 shares that were outstanding immediately before the transaction. Using the closing market price of $0.0044 per share on March 31, 2017, consideration was valued at $662,047. The table below represents the pro forma revenue and net loss for the six months ended September 30, 2017 and 2016, assuming the reverse acquisition had occurred on April 1, 2016, pursuant to ASC 805-10-50. This pro forma information does not purport to represent what the actual results of our operations would have been had the reverse acquisition occurred on this date nor does it purport to predict the results of operations for future periods: Six Months Ended September 30, 2017 2016 Revenues [1] $ 6,593,107 $ 7,962,445 Net Loss [1] $ (5,941,233 ) $ (1,127,830 ) Loss per common share [1] $ (0.00 ) $ (0.01 ) _______________ [1] On June 6, 2017, we entered into an Acquisition Agreement with Market Trend Strategies, LLC, a company whose members are also former members of our management. Under the Acquisition Agreement, we spun-off our operations that existed prior to the merger with Wealth Generators and sold the intangible assets used in those pre-merger operations in exchange for Market Trend Strategies assumption of $419,139 in pre-merger liabilities. As a result of the Acquisition Agreement with Market Trend Strategies, we wrote off goodwill of $1,118,609 and recorded a gain on the settlement of debt of $419,139 representing the assumed liabilities. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended September 30, 2017, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2018. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2017, consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2017, as well as our Form 8-K/A filed on June 30, 2017. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Revenue Recognition | Revenue Recognition For revenue from product sales and services, we recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), subtopic 605-10, Revenue Recognition (“ASC 605-10”), which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize revenue for subscription sales over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a 10-day trial period to subscription customers, during which a full refund can be requested if a customer does not like the product. Revenues are deferred during the trial period as collectability cannot be reasonably assured until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies: Cost of Sales and Service (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Cost of Sales and Service | Cost of Sales and Service The cost of sales and service consists of the cost of the data feeds that supply twenty minute delayed stock market data to the CompanyÂ’s stock analysis software based tool, external partner commissions and other costs associated with the repair or maintenance of the website. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies: Use of Estimates (Policies) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles 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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability. GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows: Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: – Quoted prices for similar assets or liabilities in active markets – Quoted prices for identical or similar assets or liabilities in markets that are not active – Inputs other than quoted prices that are observable for the asset or liability – Inputs that are derived principally from or corroborated by observable market data by correlation or other means Level 3: Inputs that are unobservable and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). Our financial instruments consist of cash, accounts receivable, and accounts payable. We have determined that the book value of our outstanding financial instruments as of September 30, 2017 (unaudited) and March 31, 2017, approximates the fair value due to their short-term nature. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies: Derivative Liability (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Derivative Liability | Derivative Liability The Company accounts for derivatives in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At March 31, 2017 and 2016, the Company did not have any derivative instruments that were designated as hedges. See Note 6 for discussion of the CompanyÂ’s derivative liabilities. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies: Stock-based Compensation (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Stock-based Compensation | Stock-Based Compensation The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to its employees and directors, including employee stock options and restricted stock awards. The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of time an employee will retain vested stock options before exercising them, the estimated volatility of our common stock price and the number of options that will be forfeited prior to vesting. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Changes in these estimates and assumptions can materially affect the determination of the fair value of stock-based compensation and consequently, the related amount recognized in the Company’s consolidated statements of operations. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies: Advertising Costs (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising expense was $598 and $1,654 for the years ended March 31, 2017 and 2016, respectively. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statements of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash equivalents. As of March 31, 207 and 2016 the Company had no cash equivalents. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies: Concentrations of Credit Risk (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit of $250,000. As of March 31, 207 and 2016 the Company had no amounts in excess of the FDIC insurance limit. |
Summary of Significant Accoun33
Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Income Taxes | Income Taxes The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of derivative liability and stock compensation accounting versus basis differences. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies: Net Loss Per Share (Policies) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Net Loss Per Share | Net Loss per Share We follow ASC subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Convertible debt, stock options, and warrants have been excluded as common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: September 30, 2017 September 30, 2016 Convertible notes payable - 26,677,398 Options to purchase common stock 35,000 40,000 Warrants to purchase common stock 6,534,810 6,534,810 Totals 6,569,810 33,252,208 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early application is not permitted. Management is in the process of assessing the impact of ASU 2014-09 on the Company’s financial statements. |
Summary of Significant Accoun36
Summary of Significant Accounting Policies: Principles of Consolidation (Policies) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of InvestView, Inc., and our wholly owned subsidiaries, Wealth Generators, LLC, Investment Tools & Training, LLC, Razor Data Corp., and SAFE Management, LLC. All significant, intercompany transactions and balances have been eliminated in consolidation. |
Summary of Significant Accoun37
Summary of Significant Accounting Policies: Long-lived Assets - License Agreement (Policies) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Long-lived Assets - License Agreement | Long-Lived Assets – License Agreement The Company accounts for its long-term license agreement in accordance with ASC subtopic 350-30 General Intangibles Other Than Goodwill and ASC subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Further, ASC subtopic 350-30 requires an intangible asset to be amortized over its useful life. ASC subtopic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. |
Recent Accounting Pronounceme38
Recent Accounting Pronouncements: New Accounting Pronouncements, Policy (Policies) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
New Accounting Pronouncements, Policy | In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. Management is in the process of assessing the impact of ASU 2014-09 on our financial statements. |
Related Party Transactions_ Sch
Related Party Transactions: Schedule of Related Party Transactions (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Schedule of Related Party Transactions | September 30, 2017 March 31, 2017 Short-term advances [1] $ 268,754 $ 100,000 Revenue-based Funding Agreement entered into on 11/8/15 [2] - 180,000 Short-term Promissory Note entered into on 9/13/16, in default [3] 150,000 150,000 Promissory Note entered into on 11/15/16 [4] 895 895 Promissory Note entered into on 3/15/17 [5] 275,000 375,000 $ 694,649 $ 805,895 |
Debt_ Schedule of Debt (Tables)
Debt: Schedule of Debt (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Schedule of Debt | September 30, 2017 March 31, 2017 Revenue based funding arrangement entered into on 8/31/15 [1] $ - $ 263,641 Revenue share agreement entered into on 6/28/16 [2] 400,000 525,000 Purchase and sale agreement for future receivables entered into on 9/30/16 [3] 87,288 220,652 Short-term advance received on 1/11/17 [4] - 1,000,000 Short-term advance received on 3/16/17 [5] - 50,000 Promissory note entered into on 3/31/17 [6] - 34,452 Promissory note entered into on 8/15/17 [7] 300,000 - Promissory note entered into on 8/24/17 [8] 26,250 - Promissory note entered into on 9/15/17 [9] 251,850 - $ 1,065,388 $ 2,093,745 |
Derivative Liabilities_ Schedul
Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Schedule of Derivative Liabilities at Fair Value | Derivative liability at March 31, 2015 $ - Derivative liability recorded on new instruments 674,828 Elimination of derivative liability on conversion (6,891 ) Reclass derivative liability to equity upon convertible note payoff (162,190 ) Change in fair value of derivative liability (246,939 ) Derivative liability at March 31, 2016 258,808 Derivative liability recorded on new instruments 286,340 Elimination of derivative liability on conversion (128,490 ) Reclass derivative liability to equity upon convertible note payoff (277,778 ) Gain on settlement (17,439 ) Change in fair value of derivative liability (84,284 ) Derivative liability at March 31, 2017 $ 37,157 |
Stock Options and Warrants_ Sch
Stock Options and Warrants: Schedule of Changes in Options Outstanding (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Schedule of Changes in Options Outstanding | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (years) Value Options outstanding at March 31, 2016 37,500 $ 10.20 3.33 $ - Granted - $ - Exercised - $ - Canceled / expired (2,500 ) $ 12.00 Options outstanding at March 31, 2017 35,000 $ 10.00 2.51 $ - Granted - $ - Exercised - $ - Canceled / expired - $ - Options outstanding at September 30, 2017 35,000 $ 10.00 2.01 $ - Options exercisable at September 30, 2017 35,000 $ 10.00 2.01 $ - |
Stock Options and Warrants_ Cha
Stock Options and Warrants: Changes In Non Employee Stock Options (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Changes In Non Employee Stock Options | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (years) Value Options outstanding at March 31, 2016 2,500 $ 84.00 0.08 $ - Granted - $ - Exercised - $ - Canceled / expired (2,500 ) $ - Options outstanding at March 31, 2017 - $ - - $ - Granted - $ - Exercised - $ - Canceled / expired - $ - Options outstanding at September 30, 2017 - $ - - $ - Options exercisable at September 30, 2017 - $ - - $ - |
Stock Options and Warrants_ War
Stock Options and Warrants: Warrants Outstanding (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Warrants Outstanding | Warrants Outstanding Warrants Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ 0.50 350,000 0.41 $ 0.50 350,000 $ 0.50 $ 1.50 6,127,497 1.74 $ 1.50 6,127,497 $ 1.50 $ 2.50 12,000 0.80 $ 2.50 12,000 $ 2.50 $ 6.00 45,313 0.33 $ 6.00 45,313 $ 6.00 Total 6,534,810 1.63 $ 1.48 6,534,810 $ 1.48 |
Stock Options and Warrants_ W45
Stock Options and Warrants: Warrant Rollforward (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Warrant Rollforward | Average Number of Price Shares Per Share Warrants outstanding at March 31, 2016 6,504,810 $ 1.48 Granted / restated 30,000 $ 0.50 Canceled - $ - Expired - $ - Warrants outstanding at March 31, 2017 6,534,810 $ 1.48 Granted - $ - Canceled - $ - Expired - $ - Warrants outstanding at September 30, 2017 6,534,810 $ 1.48 |
Discontinued Operations_ Schedu
Discontinued Operations: Schedule of discontinued operations (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Schedule of discontinued operations | The assets and liabilities of the discontinued operations as of March 31, 2017 and 2016 were as follows: 2017 2016 Total current assets of discontinued operations $ - $ - Accounts payable $ 120,266 $ 120,266 Total current liabilities of discontinued operations $ 120,266 $ 120,266 |
Income Taxes_ Schedule of Compo
Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Schedule of Components of Income Tax Expense (Benefit) | 2017 2016 Deferred tax assets: NOL carryover $ 18,372,400 $ 18,771,905 Related party accrued payroll 2,200 203,373 Deferred tax liabilities: - - Valuation allowance (18,374,600 ) (18,975,278 ) Total long-term deferred income tax assets $ - $ - |
Income Taxes_ Schedule of Effec
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Schedule of Effective Income Tax Rate Reconciliation | 2017 2016 Book income (loss) $ 754,100 $ (715,500 ) Non-cash interest expense 387,400 175,100 Stock for services 239,800 31,600 Gain on settlement – derivative and equity derived (1,006,900 ) - Stock for payables 278,000 3,400 Gain on derivative liability (36,200 ) (84,000 ) Related party accruals (220,600 ) 68,100 Amortization of prepaid expenses with stock - 41,200 Fines and penalties 3,900 - NOL utilization (399,500 ) - Valuation allowance - 480,100 Total long-term deferred income tax assets $ - $ - |
Fair Value Measurements_ Fair V
Fair Value Measurements: Fair Value, Liabilities Measured on Recurring Basis (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Predecessor | |
Fair Value, Liabilities Measured on Recurring Basis | Level 1 Level 2 Level 3 Total Long-term investments $ - $ - $ - $ - Total $ - $ - $ - $ - Derivative liabilities $ - $ - $ 37,157 $ 37,157 Total $ - $ - $ 37,157 $ 37,157 Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2016: Level 1 Level 2 Level 3 Total Long-term investments $ - $ - $ - $ - Total $ - $ - $ - $ - Derivative liabilities $ - $ - $ 258,808 $ 258,808 Total $ - $ - $ 258,808 $ 258,808 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies: Net Loss Per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | September 30, 2017 September 30, 2016 Convertible notes payable - 26,677,398 Options to purchase common stock 35,000 40,000 Warrants to purchase common stock 6,534,810 6,534,810 Totals 6,569,810 33,252,208 |
Reverse Acquisition_ Schedule o
Reverse Acquisition: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Cash $ 3,550 Receivables 150,000 Total assets acquired 153,550 Accounts payable and accrued liabilities 456,599 Due to former management 127,199 Debt 26,314 Total liabilities assumed [1] 610,112 Net liabilities assumed 456,562 Consideration [2] 662,047 Goodwill $ 1,118,609 |
Reverse Acquisition_ Business A
Reverse Acquisition: Business Acquisition, Pro Forma Information (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Successor | |
Business Acquisition, Pro Forma Information | Six Months Ended September 30, 2017 2016 Revenues [1] $ 6,593,107 $ 7,962,445 Net Loss [1] $ (5,941,233 ) $ (1,127,830 ) Loss per common share [1] $ (0.00 ) $ (0.01 ) |
Summary of Significant Accoun53
Summary of Significant Accounting Policies: Basis of Presentation (Details) - Predecessor - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2015 | |
Entity Incorporation, Date of Incorporation | Aug. 10, 2005 | |
Entity Incorporation, State Country Name | Nevada | |
Non controlling interest contribution | $ 1,000 | |
Equity Contribution by Company | $ 120,000 | |
Shares Of Common Stock Obligated To Issue Upon Achieving Certain Milestones | 500,000 | |
Disposal of 21% interest in wholly owned subsidiary | $ 338,050 | |
Proceeds from sale of majority owned subsidiary | 1,147,500 | |
Assumption of Debt | $ 579,452 | |
Return of common stock previously issued to Eximius | 1,350,000 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies: Advertising Costs (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Predecessor | ||
Advertising Expense | $ 598 | $ 1,654 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies: Concentrations of Credit Risk (Details) | Mar. 31, 2017USD ($) |
Predecessor | |
Cash, FDIC Insured Amount | $ 250,000 |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Net income (loss) | $ (1,753,666) | $ 2,104,430 | ||||
Successor | ||||||
Accumulated deficit | $ 11,095,620 | $ 11,095,620 | 5,154,387 | |||
Net income (loss) | 1,092,397 | $ (106,608) | 5,941,233 | $ 1,491,056 | ||
Net cash (used in) operating activities | 1,589,914 | 122,910 | ||||
Cash and cash equivalents | 1,920 | $ 224 | 1,920 | 224 | $ 1,616 | $ 70,298 |
Negative Working Capital | $ 3,468,378 | 3,468,378 | ||||
Proceeds from Notes Payable | 368,253 | |||||
Proceeds from debt | 1,675,000 | 500,000 | ||||
Proceeds from the sale of stock | 492,000 | $ 25,000 | ||||
Common stock issued in non cash settlement of debt | $ 2,322,606 |
Settlement Payable (Details)
Settlement Payable (Details) - Predecessor - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Loss Contingency, Settlement Agreement, Terms | the Company agreed to pay to Evenflow a total of $425,000 (the 'Settlement Amount') in quarterly payments (the 'Quarterly Payments') equal to 10% of the net revenue (revenue less allowances, returns and payments to revenue sharing agreements) of the Company as reported in the Company's periodic reports filed on Form 10-Q or Form 10-K (collectively, the 'Periodic Reports') commencing with the Company's December 31, 2014 Periodic Report. The Quarterly Payments are due and payable by the Company on the tenth day following the filing of each Periodic Report. In addition to the Quarterly Payments, the Company agreed to make an initial payment in the amount of $25,000 upon the filing of the Settlement with the Court, as well as a payment in the amount of $25,000 due on the 12 month anniversary of the initial payment. The aggregate total of all payments including the upfront $25,000, the one year anniversary $25,000, and the quarterly payments is to be $425,000. | |
Settlement payable | $ 344,392 | $ 344,392 |
Related Party Transactions_ S58
Related Party Transactions: Schedule of Related Party Transactions (Details) - Successor - USD ($) | 6 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Mar. 31, 2017 | |
ShortTermAdvanceMember | ||
Related Party Costs | $ 268,754 | $ 100,000 |
FundingAgreementMember | ||
Related Party Costs | 180,000 | |
ShortTermPromissoryNoteMember | ||
Related Party Costs | 150,000 | 150,000 |
PromissoryNote111516Member | ||
Related Party Costs | 895 | 895 |
PromissoryNote31517Member | ||
Related Party Costs | $ 275,000 | $ 375,000 |
Debt_ Schedule of Debt (Details
Debt: Schedule of Debt (Details) - Predecessor - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Notes Payable | $ 73,011 | $ 1,777,650 |
Debt, long term portion | 1,399,190 | |
NotesPayable1Member | ||
Notes Payable | 33,333 | |
NotesPayable2Member | ||
Notes Payable | 10,000 | 86,667 |
NotesPayable3Member | ||
Notes Payable | 8,731 | 30,399 |
ConvertibleNotes1Member | ||
Notes Payable | 45,000 | |
ConvertibleNotes2Member | ||
Notes Payable | 10,494 | |
ConvertibleNotes3Member | ||
Notes Payable | 13,292 | |
ConvertibleNotes4Member | ||
Notes Payable | 30,477 | |
ConvertibleNotes5Member | ||
Notes Payable | 1,317,861 | |
AccruedInterestMember | ||
Notes Payable | $ 9,280 | $ 255,127 |
Derivative Liabilities_ Sched60
Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Predecessor | ||
Derivative Liability | $ 37,157 | $ 258,808 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) - Successor - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Mar. 31, 2017 | |
Shares Authorized Under 2007 Plan | 65,000 | 65,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 47,500 | |||
Shares Authorized Under 2008 Plan | 125,000 | |||
Shares Granted Under 2008 Plan | 42,500 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 0 | $ 0 | $ 0 | $ 0 |
Stock Options and Warrants_ C62
Stock Options and Warrants: Changes In Non Employee Stock Options (Details) - Successor | 12 Months Ended | |
Mar. 31, 2017shares | Mar. 31, 2016$ / sharesshares | |
Non Employee Stock Options Outstanding | 2,500 | |
Non Employee Stock Options Weighted Average Exercise Price at $84 | $ / shares | $ 84 | |
Non Employee Stock Options Weighted Average Remaining Contractual Life (Years) | 0.08 | |
Non Employee Stock Options Canceled / Expired | (2,500) |
Stock Options and Warrants_ W63
Stock Options and Warrants: Warrants Outstanding (Details) - Successor | Sep. 30, 2017$ / sharesshares | Mar. 31, 2017shares | Mar. 31, 2016shares |
Outstanding Warrants | shares | 6,534,810 | 6,534,810 | 6,504,810 |
Weighted Average Remaining Contractual Life of Warrants | 1.63 | ||
Weighted Average Exercise Price of Warrants | $ 1.48 | ||
Exercisable Warrants | shares | 6,534,810 | ||
Weighted Average Exercise Price of Exercisable Warrants | $ 1.48 | ||
Warrant 1 | |||
Exercise Price of Warrants | $ 0.50 | ||
Outstanding Warrants | shares | 350,000 | ||
Weighted Average Remaining Contractual Life of Warrants | 0.41 | ||
Weighted Average Exercise Price of Warrants | $ 0.50 | ||
Exercisable Warrants | shares | 350,000 | ||
Weighted Average Exercise Price of Exercisable Warrants | $ 0.50 | ||
Warrant 2 | |||
Exercise Price of Warrants | $ 1.50 | ||
Outstanding Warrants | shares | 6,127,497 | ||
Weighted Average Remaining Contractual Life of Warrants | 1.74 | ||
Weighted Average Exercise Price of Warrants | $ 1.50 | ||
Exercisable Warrants | shares | 6,127,497 | ||
Weighted Average Exercise Price of Exercisable Warrants | $ 1.50 | ||
Warrant 3 | |||
Exercise Price of Warrants | $ 2.50 | ||
Outstanding Warrants | shares | 12,000 | ||
Weighted Average Remaining Contractual Life of Warrants | 0.80 | ||
Weighted Average Exercise Price of Warrants | $ 2.50 | ||
Exercisable Warrants | shares | 12,000 | ||
Weighted Average Exercise Price of Exercisable Warrants | $ 2.50 | ||
Warrant4Member | |||
Exercise Price of Warrants | $ 6 | ||
Outstanding Warrants | shares | 45,313 | ||
Weighted Average Remaining Contractual Life of Warrants | 0.33 | ||
Weighted Average Exercise Price of Warrants | $ 6 | ||
Exercisable Warrants | shares | 45,313 | ||
Weighted Average Exercise Price of Exercisable Warrants | $ 6 |
Stock Options and Warrants_ W64
Stock Options and Warrants: Warrant Rollforward (Details) - Successor - $ / shares | 12 Months Ended | ||
Mar. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2016 | |
Outstanding Warrants | 6,534,810 | 6,534,810 | 6,504,810 |
Warrants Outstanding Exercise Price | $ 1.48 | $ 1.48 | $ 1.48 |
Warrants Granted / Restated | 30,000 |
Discontinued Operations_ Sche65
Discontinued Operations: Schedule of discontinued operations (Details) - Predecessor - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Total current assets | $ 153,550 | $ 9,490 |
Total current liabilities | 1,129,857 | 2,833,039 |
Segment, Discontinued Operations | ||
Accounts Payable | 120,266 | 120,266 |
Total current liabilities | $ 120,266 | $ 120,266 |
Income Taxes_ Schedule of Com66
Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - Predecessor - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Deferred Tax Assets, Operating Loss Carryforwards | $ 18,372,400 | $ 18,771,905 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities | 2,200 | 203,373 |
Deferred Tax Assets, Valuation Allowance | $ (18,374,600) | $ (18,975,278) |
Fair Value Measurements_ Fair67
Fair Value Measurements: Fair Value, Liabilities Measured on Recurring Basis (Details) - Predecessor - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Derivative Liability | $ 37,157 | $ 258,808 |
Fair Value, Inputs, Level 3 | ||
Derivative Liability | $ 37,157 | $ 258,808 |
Organization and Nature of Bu68
Organization and Nature of Business (Details) - Successor | 3 Months Ended |
Sep. 30, 2017 | |
Entity Incorporation, Date of Incorporation | Aug. 10, 2005 |
Entity Incorporation, State Country Name | Nevada |
Summary of Significant Accoun69
Summary of Significant Accounting Policies: Net Loss Per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - Successor - shares | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,569,810 | 33,252,208 |
Convertible Debt Securities | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 26,677,398 | |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 35,000 | 40,000 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,534,810 | 6,534,810 |
Reverse Acquisition_ Schedule70
Reverse Acquisition: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Successor | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Cash | $ 3,550 |
Receivables | 150,000 |
total assets acquired | 153,550 |
Accounts payable and accrued liabilities | 456,599 |
Due to former management | 127,199 |
Debt | 26,314 |
Total liabilities assumed | 610,112 |
Net liabilities assumed | 456,562 |
Business Combination, Consideration Transferred | 662,047 |
Goodwill | $ 1,118,609 |
Reverse Acquisition_ Business71
Reverse Acquisition: Business Acquisition, Pro Forma Information (Details) - Successor - USD ($) | 6 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition, Pro Forma Revenue | $ 6,593,107 | $ 7,962,445 |
Business Acquisition, Pro Forma Net Income (Loss) | $ (5,941,233) | $ (1,127,830) |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ 0 | $ (0.01) |
Reverse Acquisition (Details)
Reverse Acquisition (Details) - Successor - USD ($) | 3 Months Ended | 6 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Loss on spin-off of operations | $ 1,118,609 | $ 1,118,609 |
Gain on settlement of debt | $ 419,139 |
Capital Stock (Details)
Capital Stock (Details) - Successor - USD ($) | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
Common stock issued for cash - shares | 49,200,000 | ||
Proceeds from the sale of stock | $ 492,000 | $ 25,000 | |
Common Stock Issued for consulting agreement - Shares | 125,000 | ||
Common Stock Issued for license agreement - Shares | 80,000,000 | ||
Represents the monetary amount of StockIssuedForLicenseAgreement, during the indicated time period. | $ 47,591 | ||
Represents the monetary amount of CommonStockIssuedForLongTermLicenseAgreement, during the indicated time period. | $ 2,208,614 | ||
Common Stock Issued For Settlement of Debt - Shares | 239,575,884 | ||
Common Stock Issued For Reverse Acquisition - Shares | 1,358,670,942 | ||
Common stock shares issued | 1,853,461,281 | 125,889,455 | |
Common stock shares outstanding | 1,853,459,981 | 125,888,155 |
Stock Options and Warrants_ S74
Stock Options and Warrants: Schedule of Changes in Options Outstanding (Details) - Successor | 12 Months Ended | ||
Mar. 31, 2017$ / sharesshares | Sep. 30, 2017$ / sharesshares | Mar. 31, 2016$ / sharesshares | |
Employee Stock Options Outstanding | shares | 35,000 | 35,000 | 37,500 |
Employee Stock Options Weighted Average Exercise Price | $ / shares | $ 10 | $ 10 | $ 10.20 |
Employee Stock Options Weighted Average Remaining Contractual Life (Years) | 2.51 | 2.01 | 3.33 |
Employee Stock Options Canceled / Expired | shares | (2,500) | ||
Employee Stock Options Weighted Average Exercise Price, Canceled / Expired | $ / shares | $ 12 | ||
Employee Stock Options Exercisable | shares | 35,000 | ||
Employee Stock Options Weighted Average Exercise Price, Exercisable | $ / shares | $ 10 | ||
Employee Stock Options Weighted Average Remaining Contractual Life (Years) - Exercisable | 2.01 |