LIVEXLIVE MEDIA, INC., S-1/A filed on 10/16/2017
Securities Registration Statement
v3.8.0.1
Document and Entity Information
3 Months Ended
Jun. 30, 2017
Document and Entity Information [Abstract]  
Entity Registrant Name LiveXLive Media, Inc.
Entity Central Index Key 0001491419
Trading Symbol LIVX
Amendment Flag true
Amendment Description The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Document Type S-1/A
Document Period End Date Jun. 30, 2017
Entity Filer Category Smaller Reporting Company
v3.8.0.1
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2017
Mar. 31, 2017
Mar. 31, 2016
Current Assets      
Cash and cash equivalents $ 1,514,513 $ 1,477,229 $ 36,898
Accounts receivable 6,298    
Prepaid expense to related party 90,000 21,569 15,995
Prepaid expense and other assets 108,390    
Total Current Assets 1,719,201 1,498,798 52,893
Other Assets      
Fixed assets, net 149,636 57,407 62,569
Intangible assets 1,798,700    
Goodwill 1,321,300    
Deferred offering costs 239,993    
Other assets 15,000    
Investment in OCHL   4,889,515
Note receivable - related party   213,331
Total Assets 5,243,830 1,556,205 5,218,308
Current Liabilities      
Accounts payable and accrued liabilities 858,632 542,035 481,412
Note payable 281,429 277,270 262,042
Due to producers 205,096 117,124
Convertible note payable, shareholder 3,657,015 3,603,446 2,784,000
Unsecured convertible notes - related party, net of discount 4,771  
Unsecured convertible notes, net of discount 685,214 67,858
Services payable, related party 239,080 1,000,000
Accrued interest, related party   232,733
Total Current Liabilities 5,692,157 4,729,689 4,877,311
Unsecured convertible notes - related party, net of discount and current maturities 19,107 11,668
Unsecured convertible notes, net of discount and current maturities 330,043 220,540 110,273
Total Liabilities 6,041,307 4,961,897 4,987,584
Stockholders' Equity (Deficit)      
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding
Common stock, $0.001 par value; 500,000,000 shares authorized; 35,982,880 and 34,665,658 shares issued and outstanding, respectively 35,983 34,666 30,666
Additional paid in capital 30,077,590 24,665,532 14,046,229
Accumulated deficit (30,911,050) (28,095,890) (13,846,171)
Total stockholders' equity (deficit) (797,477) (3,405,692) 230,724
Total Liabilities and Stockholders' Equity (Deficit) $ 5,243,830 $ 1,556,205 $ 5,218,308
v3.8.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2017
Mar. 31, 2017
Mar. 31, 2016
Statement of Financial Position [Abstract]      
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001 $ 0.001
Preferred stock, authorized 10,000,000 10,000,000 1,000,000
Preferred stock, issued
Preferred stock, outstanding
Common stock, par value $ 0.001 $ 0.001 $ 0.001
Common stock, authorized 500,000,000 500,000,000 500,000,000
Common stock, issued 35,982,880 34,665,658 30,665,659
Common stock, outstanding 35,982,880 34,665,658 30,665,659
v3.8.0.1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Mar. 31, 2017
Mar. 31, 2016
Income Statement [Abstract]        
Revenue $ 276,243 $ 225,000
Cost of revenue 78,869  
Gross Margin 197,374  
Operating expenses        
Selling, general and administrative 2,287,585 1,084,886 5,349,801 3,619,000
Related party expenses 90,000 90,000 360,000 360,000
Total operating expenses 2,377,585 1,174,886 5,709,801 3,979,000
Loss from operations (2,180,211) (1,174,886) (5,484,801) (3,979,000)
Other income (expense)        
Interest expense, net (634,949) (712,268) (512,152) (178,498)
Other income     6,667
Fair value of warrants issued for note extension and inducement to convert     (2,002,977)  
Earnings from investment in OCHL 83,184 132,832 410,553
Fair value of warrants and beneficial conversion features on debt conversion (3,248,948)  
Fair value of beneficial conversion feature     (136,936)
Impairment of note receivable - related party     (213,331)
Loss on sale of investment in OCHL     (2,790,073)
Total other income (expense) (634,949) (629,084) (8,764,918) 232,055
Net loss $ (2,815,160) $ (1,803,970) $ (14,249,719) $ (3,746,944)
Net loss per share - basic and diluted $ (0.08) $ (0.06) $ (0.44) $ (0.12)
Weighted average common shares - basic and diluted 35,528,121 30,865,639 32,532,069 30,027,599
v3.8.0.1
Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($)
Total
Common stock
Additional Paid in Capital
Accumulated Deficit
Balance at beginning at Mar. 31, 2015 $ 2,403,311 $ 29,423 $ 12,473,115 $ (10,099,227)
Balance at beginning (in shares) at Mar. 31, 2015   29,423,325    
Shares issued for cash 612,500 $ 254 612,246
Shares issued for cash, Shares   254,167    
Shares issued for services and advisory board 856,500 $ 601 855,899
Shares issued for services and advisory board, Shares   600,667    
Shares issued for warrants 5,813 $ 388 5,425
Shares issued for warrants, Shares   387,500    
Debt discount 99,544 99,544
Net loss (3,746,944) (3,746,944)
Balance at ending at Mar. 31, 2016 230,724 $ 30,666 14,046,229 (13,846,171)
Balance at ending (in shares) at Mar. 31, 2016   30,665,659    
Shares issued for cash 1,375,000 $ 183 1,374,817
Shares issued for cash, Shares   183,333    
Fair value of shares issued for services to consultants 2,279,589 $ 526 2,279,063
Fair value of shares issued for services to consultants, Shares   526,240    
Shares issued upon exercise of warrants 48,123 $ 3,222 44,901
Shares issued upon exercise of warrants, Shares   3,221,787    
Fair value of warrants and beneficial conversion features as valuation discount 1,315,812 1,315,812
Share issued upon debt conversion 205,918 $ 69 205,849
Share issued upon debt conversion, Shares   68,639    
Fair value of warrants and beneficial conversion features on debt conversion 3,248,948 3,248,948
Fair value of warrants issued for note extension and inducement to convert 2,002,977 2,002,977
Fair value of beneficial conversion feature 136,936 136,936
Net loss (14,249,719) (14,249,719)
Balance at ending at Mar. 31, 2017 (3,405,692) $ 34,666 24,655,532 (28,095,890)
Balance at ending (in shares) at Mar. 31, 2017   34,665,658    
Fair value of shares issued for services to consultants 382,705 $ 76 382,629  
Fair value of shares issued for services to consultants, Shares   76,388    
Fair value of shares issued for services to employees 107,292 $ 233 107,059  
Fair value of shares issued for services to employees, Shares   233,333    
Shares issued upon exercise of warrants 10,226 $ 341 9,885  
Shares issued upon exercise of warrants, Shares   340,833    
Shares issued for Wantickets acquisition 3,340,000 $ 667 3,339,333  
Shares issued for Wantickets acquisition, Shares   666,667    
Fair value of warrants and beneficial conversion features as valuation discount 1,583,152   1,583,152  
Net loss (2,815,160)     (2,815,160)
Balance at ending at Jun. 30, 2017 $ (797,477) $ 35,983 $ 30,077,590 $ (30,911,050)
Balance at ending (in shares) at Jun. 30, 2017   35,982,880    
v3.8.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Mar. 31, 2017
Mar. 31, 2016
Cash Flows from Operating Activities:        
Net loss $ (2,815,160) $ (1,803,970) $ (14,249,719) $ (3,746,944)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization 127,771 5,900 24,115 6,336
Common stock issued for services to consultants 382,705 181,125 2,279,589 856,500
Common stock issued for services to employees 107,292    
Amortization of debt discount 536,315 344,196 251,750 9,817
Fair value for beneficial conversion feature 51,480 136,936
Fair value of warrants and beneficial conversion features on debt conversion 256,411 3,248,948  
Equity in earnings of OCHL (83,184) (132,832) (410,553)
Fair value for warrants issued for note extension and inducement to convert     2,002,977
Loss on sale of investment in OCHL     2,790,073
Impairment of note receivable     213,331
Changes in operating assets and liabilities:        
(Increase)/Decrease in accounts receivable (6,298)    
(Increase)/Decrease in prepaid expenses (86,821) (74,005) (5,574) (15,185)
(Increase)/Decrease in prepaid expenses - related party (90,000)    
(Increase)/Decrease in other current assets (6,382)    
(Decrease)/Increase in services payable- related party (239,080)    
(Decrease)/Increase in accrued interest 98,634 (50,782) 252,517 15,779
(Decrease)/Increase in amount due to producers 205,096    
(Decrease)/Increase in accounts payable and accrued liabilities 316,597 (41,127) 64,720 284,308
Net cash used in operating activities (1,462,949) (1,220,338) (3,123,169) (2,999,942)
Cash Flows from Investing Activities:        
Purchases of fixed assets (18,953) (18,953) (58,013)
Increase in other asset (15,000)    
Sale of investment     2,182,274
Note receivable, former affiliate     281,418
Net cash used in investing activities (15,000) (18,953) 2,163,321 223,405
Cash Flows from Financing Activities:        
Proceeds from notes payable, related party 445,100 820,100 1,959,000
Repayment of note payable, related party (350,000) (450,000)
Proceeds from convertible notes 1,695,000 1,385,000 200,000
Proceeds from convertible notes, related party 50,000 105,000
Deferred offering costs (239,993)    
Proceeds from warrant exercise 10,226 1,030 48,123
Proceeds from issuance of common stock 1,250,000 1,375,000 618,314
Repayment of loans, related party (67,124) (78,044)
Repayment of convertible notes, related party     (55,000)
Repayment of services payable, related party     (750,000)
Net cash provided by financing activities 1,515,233 1,279,006 2,400,179 2,777,314
Net Increase/(Decrease) in cash 37,284 39,715 1,440,331 777
Cash, beginning of period 1,477,229 36,898 36,898 36,121
Cash, end of period 1,514,513 76,613 1,477,229 36,898
Supplemental disclosure of cash flow information:        
Cash paid for income taxes    
Cash paid for interest    
Supplemental disclosure of non-cash investing and financing activities:        
Fair value for warrants and beneficial conversion features issued as valuation discount 1,583,152 1,315,814
Fair value of warrants issued for note extension 1,661,114    
Common stock issued upon conversion of note payable 205,918 205,918
Conversion of accrued interest on first and second senior notes into unsecured convertible note     $ 430,565
Fair value of common stock issued in Wantickets acquisition allocated to        
Fixed assets 109,000    
Intangible assets 1,909,700    
Goodwill $ 1,321,300    
v3.8.0.1
Organization, Operations and Basis of Presentation
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Organization, Operations and Basis of Presentation [Abstract]    
Organization, Operations and Basis of Presentation

Note 1 — Organization, Operations and Basis of Presentation

Business and Operations

LiveXLive Media, Inc. (formerly Loton, Corp) was originally incorporated under the laws of the State of Nevada on December 28, 2009 and reincorporated in the State of Delaware on August 2, 2017, pursuant to a reincorporation merger of Loton, Corp with and into LiveXLive Media, Inc., a Delaware corporation and Loton, Corp’s wholly owned subsidiary. Loton, Corp. ceased to exist as a separate entity, with LiveXLive Media, Inc. being the surviving entity. As part of the reincorporation, Loton, Corp changed its name to LiveXLive Media, Inc. (the “Company”). LiveXLive, Corp. (“LiveXLive”), the Company’s wholly owned subsidiary, was incorporated under the laws of the State of Delaware on February 24, 2015.

The Company is one of the world’s only premium internet networks devoted to live music and music-related video content. Since LiveXLive’s launch in 2015, it has been building an online destination for music fans to enjoy premium live performances from music venues and leading music festivals around the world, such as Rock in Rio, Hangout Music Festival and Outside Lands Music and Arts Festival, as well as premium original content, artist exclusives and industry interviews. The LiveXLive platform has featured performances and content from some of the most popular artists in various music genres, including Rihanna, Katy Perry, Radiohead, Metallica, Duran Duran, Chance The Rapper, Bruce Springsteen, Major Lazer and Maroon 5.

Basis of Presentation

The interim condensed consolidated financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under the accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated balance sheet information as of March 31, 2017 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on June 14, 2017 (the “2017 Annual Report”). These condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended March 31, 2017 and notes thereto included in the 2017 Annual Report.

The results of operations for the three months ended June 30, 2017 are not necessarily indicative of the results to be expected for the entire fiscal year or for any other period.

Stock Splits

In September 2016, the Company’s Board of Directors declared a 2-for-1 forward stock split of the Company’s common stock in the form of a dividend. In September 2017, the Company’s Board of Directors declared a 1-for-3 reverse stock split of the Company’s issued and outstanding common stock, which became effective October 16, 2017. All share and per-share amounts have been restated as of the earliest periods presented to reflect the stock splits.

Going Concern

The Company’s condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in its condensed consolidated financial statements, the Company had a stockholders’ deficit of $797,477 at June 30, 2017, incurred a net loss of $2,815,160, and utilized net cash of $1,462,949 in operating activities for the period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued.

In addition, the Company’s independent public accounting firm in its audit report to the financial statements included in the Company’s 2017 Annual Report expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management estimates that the current funds on hand will be sufficient to continue operations through September 2017. The Company’s ability to continue as a going concern is dependent on its ability to execute its business strategy and on its ability to raise additional funds and/or to consummate a contemplated underwritten public offering of the Company’s common stock pursuant to the Registration Statement on Form S-1, Amendment No. 1, filed with the Securities and Exchange Commission on June 14, 2017 (the “Public Offering”). Management is currently seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate the Company’s business, including as part of the Public Offering. The proceeds of the Public Offering will allow the Company to continue its operations without a going concern qualification, however, the Company can give no assurances that the Public Offering will be completed. Furthermore, no assurance can be given that any other future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing or cause substantial dilution for its stockholders, in case of equity and/or convertible debt financing.

Note 1 — Organization, Operations and Basis of Presentation

Business and Operations

Loton, Corp (“we,” “our” or the “Company”) was incorporated under the laws of the State of Nevada on December 28, 2009. LiveXLive, Corp. (“LiveXLive”), its wholly owned subsidiary, was incorporated under the laws of the State of Delaware on February 24, 2015. The Company is one of the world’s only premium internet networks devoted to live music and music-related video content. Since LiveXLive’s launch in 2015, it has been building an online destination for music fans to enjoy premium live performances from music venues and leading music festivals around the world, such as Rock in Rio, Hangout Music Festival and Outside Lands Music and Arts Festival, as well as premium original content, artist exclusives and industry interviews. The LiveXLive platform has featured performances and content from some of the most popular artists in various music genres, including Rihanna, Katy Perry, Radiohead, Metallica, Duran Duran, Chance The Rapper, Bruce Springsteen, Major Lazer and Maroon 5.

Stock Splits

In September 2016, the Company’s Board of Directors declared a 2-for-1 forward stock split of the Company’s common stock in the form of a dividend. In September 2017, the Company’s Board of Directors declared a 1-for-3 reverse stock split of the Company’s issued and outstanding common stock, which became effective October 16, 2017. All share and per-share amounts have been restated as of the earliest periods presented to reflect the stock splits.

Going Concern

The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in its consolidated financial statements, the Company had a stockholders’ deficit of $3,405,692 at March 31, 2017, incurred a net loss of $14,249,719, and utilized net cash of $3,123,169 in operating activities for the fiscal year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the financial statements are issued. The Company’s consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management estimates that the current funds on hand will be sufficient to continue operations through September 2017. The Company’s ability to continue as a going concern is dependent on its ability to execute its strategy and on its ability to raise additional funds and/or to consummate a public offering. Management is currently seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate the Company’s business, including a public offering. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to it. Even if the Company is able to obtain additional financing, it may contain undue restrictions on its operations, in the case of debt financing or cause substantial dilution for its stockholders, in case of equity and/or convertible debt financing. Furthermore, no assurance can be given that a public offering will be consummated.

v3.8.0.1
Significant Accounting Policies and Practices
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Significant Accounting Policies and Practices [Abstract]    
Significant Accounting Policies and Practices

Note 2 — Significant Accounting Policies and Practices

Revenue Recognition Policy

The Company has several streams of revenue, each of which is required under GAAP to be recognized in varying ways. The following is a summary of our revenue recognition policies:

Ticketing

The Company recognizes commissions and related transaction fees earned from the sale of event and concert tickets at the time the tickets are paid for by and delivered to the customers. The Company’s commissions and transaction fees are charged on a per-ticket basis and generally non-refundable. Claims for ticket refunds are charged back to the respective event and concert owners and producers and in certain cases, the corresponding commissions and related transaction fees are recorded as a reduction to the Company’s revenues at the time that such refunds are processed. The Company does not have accounts receivable associated with its sales transactions, as payment is collected at the time of sale. As amounts are collected for the tickets sold a liability is created (Due to producer) which represents the portion of the amount collected at the time of sale that is due to the venue.

The Company recognizes revenues from use of the Company’s ticketing platform and equipment by event and concert owners and producers. Revenue is recognized when the service has been provided and collection is reasonably assured.

The Company evaluates the criteria outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605-45, “Revenue Recognition — Principal Agent Considerations,” in determining whether it is appropriate to record the gross amount of revenues and related costs or the net revenues. Under the guidance of ASC Subtopic 605-45, if the Company is the primary obligor to perform the services being sold, has general inventory risk as it pertains to recruiting and compensating the talent, has the ability to control the ticket pricing, has discretion in selecting the talent, is involved in the production of the event, generally bears the majority of the credit or collection risk, or has several but not all of these indicators, revenue is recorded gross. If the Company does not have several of these indicators, it records revenues or losses on a net basis.

Live Events

The Company recognizes revenue from its live events and show productions when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the show or live event has been completed and occurred and there are no future production obligations, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company’s long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. It tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

An impairment loss will be recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. That assessment is based on the carrying amount of the asset at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Restoring a previously recognized impairment loss is prohibited.

Goodwill

In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other, the Company reviews the recoverability of the carrying value of goodwill at least annually or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing will be done annually at March 31. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. The Company determined that there was no goodwill impairment at June 30, 2017.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in impairment testing of long term assets, accruals for potential liabilities, valuing equity instruments issued for services and realization of deferred tax assets. Actual results could differ from those estimates.

Principles of Consolidation

The Company’s consolidated subsidiaries and/or entities are as follows:

Name of consolidated subsidiary or entity

 

State or other
jurisdiction of
incorporation or
organization

 

Date of incorporation
or formation (date of
acquisition, if
applicable)

 

Attributable
interest

LXL Influencers, Inc.

 

Delaware

 

July 11, 2017

 

51

%

LiveXLive Tickets, Inc.

 

Delaware

 

April 24, 2017

 

100

%

LXL Studios, Inc.

 

Delaware

 

July 15, 2016

 

100

%

LiveXLive, Corp.

 

Delaware

 

February 24, 2015

 

100

%

KOKO (Camden) Holdings (US), Inc.

 

Delaware

 

March 17, 2014

 

100

%

KOKO (Camden) UK Limited

 

England and Wales

 

November 7, 2013

 

100

%

The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended. All inter-company balances and transactions have been eliminated.

Deferred Offering Costs

Deferred offering costs consist principally of legal, accounting and underwriters’ fees incurred related to the contemplated underwritten public offering of the Company’s common stock. These deferred offering costs will be charged against the gross proceeds received, or will be charged to expense if the offering is not completed.

Stock-Based Compensation

The Company periodically issues stock-based compensation to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock–based compensation grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock-based compensation grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock-based compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the stock-based compensation vests, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, stock-based compensation grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

The fair value of the Company’s warrant grants is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Loss Per Share

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants.

At June 30, 2017 and March 31, 2017, the Company had 0 and 50,000 warrants outstanding, respectively, and 1,376,616 and 1,009,442 shares issuable for its convertible notes payable, respectively, which were excluded from the loss per share calculation, as they were anti-dilutive.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders

in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company plans to adopt ASU 2017-11 in the third quarter of 2017. The adoption of ASU 2017-11 is not expected to have a material impact on the Company’s financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

Note 2 — Significant Accounting Policies and Practices

Revenue Recognition Policy

The Company recognizes revenue from its live events and show productions when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the show or live event has been completed and occurred and there are no future production obligations, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in impairment testing of long term assets, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services and issued with convertible notes, and recognition of deferred tax assets. Actual results could differ from those estimates.

Principles of Consolidation

The Company’s consolidated subsidiaries and/or entities are as follows:

Name of consolidated subsidiary or entity

 

State or other
jurisdiction of
 
incorporation or
organization

 

Date of
incorporation or
 
formation
(date of acquisition,
if applicable)

 

Attributable
interest

LXL Tickets

 

Delaware

 

April 24, 2017

 

100%

 

 

 

 

 

 

 

LXL Studios, Inc.

 

Delaware

 

July 15, 2016

 

100%

 

 

 

 

 

 

 

LiveXLive, Corp.

 

Delaware

 

February 24, 2015

 

100%

 

 

 

 

 

 

 

KOKO (Camden) Holdings (US), Inc.

 

Delaware

 

March 17, 2014

 

100%

 

 

 

 

 

 

 

KOKO (Camden) UK Limited

 

England and Wales

 

November 7, 2013

 

100%

The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended, except for LXL Tickets, as it was formed after March 31, 2017. All inter-Company balances and transactions have been eliminated.

Fair Value of Financial Instruments

The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below:

Level 1

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

 

 

Level 2

 

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

 

 

Level 3

 

Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts of the Company’s financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable and convertible notes approximate their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates.

Investment in Unconsolidated Subsidiary Under the Equity Method

The Company accounts for investments in which the Company owns more than 20% of the investee using the equity method in accordance with ASC Topic 323, Investments — Equity Method and Joint Ventures. Under the equity method, an investor initially records an investment in the investee at cost, and adjusts the carrying amount of the investment to recognize the investor’s share of the earnings or losses of the investee after the date of acquisition. The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor’s share of changes in the investee’s capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method.

Stock-Based Compensation

The Company periodically issues restricted stock, options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for restricted stock, options and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for restricted stock, option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. In certain circumstances where there are no future performance requirements by the non-employee, restricted stock and warrant grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

The fair value of the Company’s warrant grants is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the warrants and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. In light of the very limited trading of the Company’s common stock, market value of the shares issued was determined based on the then most recent price per share at which the Company sold common stock in a private placement during the periods then ended.

Income Taxes

The Company follows the asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

Loss Per Share

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants.

At March 31, 2017 and 2016, the Company had 50,000 and 1,200,000 warrants outstanding, respectively, and 1,009,442 and 136,753 shares issuable for the Company’s convertible note payables, respectively, which were excluded from the loss per share calculation, as they were anti-dilutive.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

v3.8.0.1
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets
3 Months Ended
Jun. 30, 2017
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets [Abstract]  
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets

Note 3 — Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets’ Assets

On May 5, 2017, LiveXLive Tickets, Inc. (“LXL Tickets”), a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (“APA”) with Wantickets RDM, LLC (“Wantickets”) and certain other parties, whereby LXL Tickets purchased certain operating assets of Wantickets for total consideration of 666,667 shares of common stock of the Company valued at $3,340,000 ($5.01 per share). The transaction has been accounted for as an acquisition of Wantickets. In connection with the transaction, LXL Tickets entered into employment agreements with two key employees of Wantickets for a term of two years each. Joseph Schnaier was appointed as the Chief Executive Officer of LXL Tickets and was to receive an annual salary of $220,000 and a bonus of 666,667 shares of common stock if LXL Tickets earns a net income of $3 million in the twelve months following May 5, 2017 or a net income of $4 million in the twelve months thereafter. In addition, Mr. Richard Blakeley was appointed as the Chief Financial Officer of LXL Tickets and will receive an annual salary consisting of $160,000 in cash and such number of shares of the Company’s common stock equal to $15,000. Effective as of July 7, 2017, LXL Tickets terminated Mr. Schnaier’s employment for cause.

In addition, pursuant to the APA and the Letter Agreement, dated as of May 5, 2017 (the “Letter Agreement”), entered into among the Company, LXL Tickets and Mr. Schnaier, the parties agreed that, commencing May 5, 2017, Mr. Schnaier will promptly pay for all of LXL Tickets’ net losses of its business for each calendar month (or pro rata thereof), up to a total of $100,000 per month, and for any liabilities exceeding $100,000 in the aggregate that arose from April 1, 2017 to May 5, 2017 (inclusive), until the earlier of (x) such time as the Public Offering is consummated or (b) May 5, 2018 (such earlier date as between clause (x) and (y), the “Funding End Date”), and that any salaries or other payments or amounts due under the employment agreements described above shall be included in the calculation of the net loss for the applicable period (collectively, the “Payment Obligation”). Pursuant to the Letter Agreement, the parties further agreed that all payments made by Mr. Schnaier as part of the Payment Obligation shall be deemed to be a loan by Mr. Schnaier to LXL Tickets (the “Loaned Funds”), and that the Company and LXL Tickets shall repay to Mr. Schnaier the total amount of the Loaned Funds within five business days after the Funding End Date; provided that the Company and LXL Tickets may prepay or repay in full the Loaned Funds at any time prior to the Funding End Date without any penalty. As of August 14, 2017, pursuant to the APA and the Letter Agreement, Mr. Schnaier owed LXL Tickets $124,388 as his Payment Obligation, which also constituted Loaned Funds, subject to the Company potentially offsetting such Loaned Funds against other payment obligations that Mr. Schnaier may owe to LXL Tickets and/or LiveXLive Media. The Company can give no assurances that the Company will be able to recover from Mr. Schnaier a part or the entire amount of such Payment Obligation or that the Company will be able to offset a part or the entire amount of the Loaned Funds against other payment obligations that Mr. Schnaier may owe to LXL Tickets and/or LiveXLive Media.

The Company completed a preliminary allocation of the purchase price of the assets acquired as follows with the assistance of an independent valuation firm:

Asset Type

 

Fair Value

Fixed Assets

 

$

109,000

Trademark/Trade Name

 

 

431,100

Software

 

 

1,003,600

Customer Relationships

 

 

368,600

Domain Names

 

 

106,400

Goodwill

 

 

1,321,300

Purchase Price

 

$

3,340,000

The Company has determined useful lives of two years for software and customer relationships acquired, and five years for domain names, trademark and trade names acquired. For the quarter ended June 30, 2017 the Company recognized amortization expenses of $111,000 for these assets. For the fixed assets acquired the Company has estimated the assets useful lives of three to five years and recognized depreciation expense of $10,700 for these assets. The Company is still in the process of completing the valuation. The preliminary allocation of the purchase price was based upon a preliminary valuation and our estimates and assumptions are subject to change within the purchase price allocation period (generally one year from the acquisition date). The primary areas of the purchase price allocation that are not yet finalized relate to the valuation of tangible and intangible assets acquired and residual goodwill.

The Company prepared the following unaudited pro forma statements of operations, which present the Company’s pro forma results of operations after giving effect to the purchase of Wantickets, based on the historical financial statements of the Company and Wantickets. The unaudited pro forma statements of operations for the three months ended June 30, 2017 and 2016 give effect to the transaction with Wantickets as if it had occurred on April 1, 2016.

 

 

Unaudited Pro-Forma

 

 

Three Months
Ended June 30,
2017

 

Three Months
Ended June 30,
2016

Revenue

 

$

386,020

 

 

$

979,000

 

Cost of revenue

 

 

91,891

 

 

 

247,000

 

Gross Margin

 

 

294,129

 

 

 

732,000

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

2,406,949

 

 

 

1,869,886

 

Related party expenses

 

 

90,000

 

 

 

90,000

 

Total operating expenses

 

 

2,496,949

 

 

 

1,959,886

 

Loss from operations

 

 

(2,202,820

)

 

 

(1,227,886

)

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(634,949

)

 

 

(701,268

)

Earnings from investment in OCHL

 

 

 

 

 

83,184

 

Total other income (expense)

 

 

(634,949

)

 

 

(618,084

)

 

 

 

 

 

 

 

 

 

Net loss

 

$

(2,837,769

)

 

$

(1,845,970

)

 

 

 

 

 

 

 

 

 

Net loss per share – basic and diluted

 

$

(0.08

)

 

$

(0.06

)

 

 

 

 

 

 

 

 

 

Weighted average common shares – basic and diluted

 

 

35,528,121

 

 

 

30,865,639

 

The Company’s results of operations for the period ended June 30, 2017 include revenue of Wantickets of $276,243 and a loss of $195,118 since the date of acquisition.

v3.8.0.1
Equity Investment in OCHL
12 Months Ended
Mar. 31, 2017
Equity Investments in OCHL [Abstract]  
Equity Investments in OCHL

Note 3 — Equity Investment in OCHL

On April 28, 2014, the Company acquired a 50% equity interest in Obar Camden Holdings Limited (“OCHL”), an entity that owns Obar Camden Limited (“OCL”), a music and entertainment company whose principal business is the operation of a live music venue and nightclub known as KOKO, located in Camden, London. KOKO provides live shows, club nights, corporate and other events. The Company acquired its 50% interest through the issuance of 19,333,333 shares of its common stock to the seller, JJAT Corp. (“JJAT”), a Delaware corporation wholly owned by Mr. Robert Ellin, the Company’s Chairman (formerly with the title Executive Chairman), Chief Executive Officer (formerly with the title President), and majority stockholder, and his affiliates. Since both the Company and JJAT were controlled by Mr. Ellin at the time of this transaction, the transaction was accounted for as a transaction between related parties at the related parties’ original basis. Accordingly, the Company recorded the equity method investment at $4.2 million which is JJAT’s historical basis in OCHL.

As part of the transaction, the Company was to be reimbursed $494,750 by OCHL for legal and other acquisition costs incurred in relation to the acquisition of the 50% interest, which obligated was evidenced by a promissory note. As of March 31, 2016, the outstanding advance and any interest due thereunder to the Company was $213,331.

The Company and the various parties to the agreement had certain disputes. On September 22, 2016, Mr. Oliver Bengough, the Company’s former Chief Executive Officer and director (“Bengough”), entered into a Settlement Agreement (the “Settlement Agreement”) with the Company and Mr. Ellin. On November 24, 2016, $2,182,274 was paid to the Company as the final sale price and the rest of the transactions contemplated under the Settlement Agreement were automatically consummated (including the Company’s sale of its interest in OCHL to Bengough). As a result, the Company recognized a loss of $2,790,073 for the remaining investment balance. As part of such transactions, Bengough was released from his obligation under the note described above and therefore, the Company recognized a loss on impairment of the note of $213,331 (See Note 10).

As of November 24, 2016, the change in the investment in the affiliate was as follows:

Balance as of March 31, 2015

 

$

4,478,962

 

50% share of net income for the period

 

 

410,553

 

Balance as of March 31, 2016

 

 

4,889,515

 

50% share of net income for the period

 

 

132,832

 

Balance as of November 24, 2016

 

 

5,022,347

 

Proceeds received

 

 

(2,182,274

)

Liability extinguished

 

 

(50,000

)

Loss recognized

 

$

2,790,073

Net income from OCHL for the period from April 1, 2016 through November 24, 2016, and the fiscal year ended March 31, 2016, was as follows:

 

 

Period from
April 1, 2016 to
November 24,
2016

 

Fiscal Year
Ended
March 31,
2016

Revenue

 

$

3,921,204

 

$

6,754,707

Cost of revenue

 

 

546,480

 

 

920,667

Gross profit

 

 

3,374,724

 

 

5,834,040

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

Selling, general and administrative

 

 

2,893,306

 

 

4,613,058

Depreciation and amortization

 

 

74,828

 

 

133,106

Total operating expenses

 

 

2,968,134

 

 

4,746,164

Income from operations before other expenses

 

 

406,590

 

 

1,087,876

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

Interest

 

 

28,002

 

 

45,997

 

 

 

 

 

 

 

Income before provision for taxes

 

 

378,588

 

 

1,041,879

 

 

 

 

 

 

 

Taxes

 

 

112,924

 

 

220,773

Net income

 

$

265,664

 

$

821,105

The carrying amounts of the major classes of assets and liabilities of OCHL as of March 31, 2016 were as follows:

Assets

 

March 31, 2016

Current assets

 

 

 

 

Cash and cash equivalents

 

$

386,009

 

Accounts receivable

 

 

24,743

 

Inventory

 

 

62,548

 

Prepaid expenses and other current assets

 

 

533,128

 

Total current assets

 

 

1,006,429

 

 

 

 

 

 

Other assets

 

 

 

 

Property and equipment, net of accumulated depreciation

 

 

867,975

 

Total assets

 

$

1,874,205

 

 

 

 

 

 

Liabilities and Shareholders’ Deficit

 

 

 

 

Current liabilities

 

 

 

 

Accounts payable

 

$

514,488

 

Taxes payable

 

 

410,504

 

Notes payable, current

 

 

207,978

 

Other accrued liabilities

 

 

460,290

 

Total current liabilities

 

 

1,593,210

 

Deferred rent – noncurrent

 

 

937,459

 

Total liabilities

 

 

2,530,669

 

 

 

 

 

 

Shareholders’ deficit

 

 

(656,464

)

 

 

 

 

 

Total Liabilities and Shareholders’ Deficit

 

$

1,874,205

v3.8.0.1
Property and Equipment
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Property and Equipment [Abstract]    
Property and Equipment

Note 4 — Property and Equipment

 

Property and equipment at June 30, 2017 and March 31, 2017 was as follows:

 

  June 30,
2017
  March 31,
2017
 
Production equipment $104,103  $51,304 
Computer equipment  69,279   42,078 
Software  29,000    
Total property and equipment  202,382   93,382 
         
Accumulated depreciation  (52,746)  (35,975)
Property and equipment, net $149,636  $57,407 

 

Depreciation expense was $16,771 and $5,900 for the three months ended June 30, 2017 and 2016, respectively.

Note 4 — Property and Equipment

 

Property and equipment at March 31, 2017 and 2016 was as follows:

 

  March 31, 
2017
  March 31, 
2016
 
Production equipment $51,304  $51,304 
Computer equipment  42,078   23,125 
Total property and equipment  93,382   74,429 
         
Accumulated depreciation  (35,975)  (11,860)
Property and equipment, net $57,407  $62,569 

 

Depreciation expense was $24,115 and $6,336 for the years ended March 31, 2017 and 2016, respectively.

v3.8.0.1
Intangible Assets
3 Months Ended
Jun. 30, 2017
Intangible Assets [Abstract]  
Intangible Assets

Note 5 — Intangible Assets

 

The following table sets forth our acquired intangible assets by major asset class as of June 30, 2017:

 

    June 30, 2017 
  

Useful life
(years)

 Gross  

Accumulated
amortization

  

Net
book value

 
Trademark/Trade Name 5 $431,100  $(12,300) $418,800 
Software 2  1,003,600   (74,100)  929,500 
Customer Relationships 2  368,600   (21,300)  347,300 
Domain Names 5  106,400   (3,300)  103,100 
               
Total   $1,909,700  $(111,000) $1,798,700 

 

Intangible assets amortization expense was $111,000 for the three months ended June 30, 2017, respectively, and $0 for the three months ended June 30, 2016, respectively.

 

Future amortization expense related to intangible assets as of June 30, 2017 are as follows:

 

Year Ending Mar 31,   
2018 – 9 months remaining $595,800 
2019  794,400 
2020  183,600 
2021  108,000 
2022  108,000 
Beyond  8,900 
Total $1,798,700
v3.8.0.1
Convertible Note Payable, Shareholder
3 Months Ended
Jun. 30, 2017
Convertible Note Payable, Shareholder/ Non-Related Party Note Payable/ Note Payable [Abstract]  
Convertible Note Payable, Shareholder

Note 6 — Convertible Note Payable, Shareholder

As of June 30, 2017 and March 31, 2017, the Company had an outstanding 6%, unsecured convertible note payable (the “Trinad Note”) to Trinad Capital Master Fund (“Trinad Capital”), a fund wholly owned by Mr. Ellin, the Company’s Executive Chairman, Chief Executive Officer, director and principal stockholder, for both short and long term working capital requirements.

The Trinad Note was issued on February 21, 2017, to convert aggregate principal and interest of $3,581,077 under the first senior convertible promissory note and second senior convertible promissory note (the “Senior Notes”) with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively, each as subsequently amended. The Trinad Note is due on March 31, 2018. Before its maturity, Trinad Capital shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 596,846 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. Such warrants were exercised on February 28, 2017. The conversion of the Senior Notes into the Trinad Note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 596,846 warrants issued to Trinad Capital was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the Trinad Note’s beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, $3,603,446 of principal, which includes $75,938 of accrued interest, was outstanding under the Note. At June 30, 2017, $3,657,015 of principal, which includes $75,938 of accrued interest, was outstanding under the Note.

v3.8.0.1
Non-Related Party Note Payable
3 Months Ended
Jun. 30, 2017
Convertible Note Payable, Shareholder/ Non-Related Party Note Payable/ Note Payable [Abstract]  
Non-Related Party Note Payable

Note 7 — Non-Related Party Note Payable

On December 31, 2014, the Company converted accounts payable into a Senior Promissory Note (the “Note”) in the aggregate principal amount of $242,498. The Note bears interest at 6% per annum and interest is payable on a quarterly basis commencing March 31, 2015 or the Company may elect that the amount of such interest be added to the principal sum outstanding under this Note. The payables arose in connection with professional services rendered by attorneys for the Company prior to and through December 31, 2014, and the Note had an original maturity date of December 31, 2015, which was extended to June 30, 2016 or such later date as the lender may agree to in writing. As of the date of this Quarterly Report on Form 10-Q (this “Quarterly Report”), the Note has not been extended and is currently past due. As of June 30, 2017 and March 31, 2017, $281,429 and $277,270 of principal, which includes $38,931 and $34,772 of accrued interest, respectively, were outstanding under the Note.

v3.8.0.1
Notes Payable to Major Stockholder
12 Months Ended
Mar. 31, 2017
Notes Payable to Major Stockholder [Abstract]  
Notes Payable to Major Stockholder

Note 5 — Notes Payable to Major Stockholder

As of March 31, 2017 and 2016, the Company had the following outstanding notes payable to Trinad Capital Master Fund (“Trinad Capital”), a fund wholly owned by Mr. Ellin, the Company’s Chairman (formerly with the title Executive Chairman), Chief Executive Officer (formerly with the title President) and majority stockholder, for both short and long term working capital requirements:

 

 

March 31,
2017

 

March 31,
2016

(A) First Senior Note

 

$

 

$

1,000,000

(B) Second Senior Note

 

 

 

 

1,784,000

(C) 6% Unsecured Convertible Note

 

 

3,603,446

 

 

Total

 

$

3,603,446

 

$

2,784,000

 (A) First Senior Note — Trinad Capital Master Fund

On December 31, 2014, the Company entered into a senior convertible promissory note (the “First Senior Note”) with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of 6% per annum on the unpaid principal amount of outstanding advances.

At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was originally due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note:

         On January 27, 2015, the Company and Trinad Capital entered into an amendment to the First Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the First Senior Note was extended to June 30, 2016 and (2) the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing;

         On February 5, 2015, the Company and Trinad Capital amended and restated the First Senior Note, effective as of December 31, 2014, to eliminate the convertibility feature of the note was eliminated in its entirety; and

         On April 21, 2016, the First Senior Note was further amended to extend its maturity date to June 30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the due date of the First Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 381,662 shares of its common stock, with an exercise price of $0.015 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 381,662 warrants were valued at $567,282 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016.

As of March 31, 2016, $1,000,000 of principal was outstanding under the First Senior Note and accrued interest $140,555 is reflected on the consolidated balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $1,197,897 due under this note was exchanged into a convertible note discussed in (C) below.

(B) Second Senior Note — Trinad Capital Master Fund

On April 8, 2015, the Company entered into a second senior promissory note (the “Second Senior Note”) with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note:

         On July 10, 2015, the Second Senior Note was amended and restated to increase the principal amount from $195,500 to the lesser of (i) $1,000,000 (the “Maximum Advance Amount”), or (ii) the aggregate unpaid principal amount of the advances;

         On November 23, 2015, Second Senior Note was amended the Second Senior Note to increase the Maximum Advance Amount to $2,000,000; and

         On April 26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June 30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 735,923 shares of its common stock, with an exercise price of $0.015 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 735,923 warrants issued upon extension of the note were valued at $1,093,832 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016.

The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March 31, 2016. During the year ended March 31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March 31, 2017. As of February 21, 2016, $2,154,100 of principal was outstanding under the Second Senior Note. Accrued interest of $87,048 is reflected on the balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $2,383,180 due under this note was exchanged into a convertible note discussed in (C) below.

(C) 6% Unsecured Convertible Note — Trinad Capital Master Fund

On February 21, 2017, the Company issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital discussed above. This convertible note is due on March 31, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. Additionally, if the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 596,846 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The warrants were exercised on February 28, 2017. The conversion of the First and Second Senior Notes into an unsecured convertible note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 596,846 warrants issued to the noteholder was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the note’s beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, the balance of the note and accrued interest were $3,581,077 and $22,369, respectively.

v3.8.0.1
Note Payable
12 Months Ended
Mar. 31, 2017
Convertible Note Payable, Shareholder/ Non-Related Party Note Payable/ Note Payable [Abstract]  
Note Payable

Note 6 — Note Payable

 

On December 31, 2014, the Company converted accounts payable into a Senior Promissory Note (the “Note”) in the aggregate principal amount of $242,498. The Note bears interest at 6% per annum and interest is payable on a quarterly basis commencing March 31, 2015 or the Company may elect that the amount of such interest be added to the principal sum outstanding under this Note. The payables arose in connection with professional services rendered by attorneys for the Company prior to and through December 31, 2014, and the Note had an original maturity date of December 31, 2015, which was extended to June 30, 2016 or such later date as the lender may agree to in writing. As of March 31, 2017 and 2016, the balance due was $277,270 and $262,040, which includes $34,772 and $19,542 of accrued interest, respectively, were outstanding under the Note, and is currently past due. 

v3.8.0.1
Related Party Unsecured Convertible Notes Payable
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Related Party Unsecured Convertible Notes Payable [Abstract]    
Related Party Unsecured Convertible Notes Payable

Note 8 — Related Party Unsecured Convertible Notes Payable

Related Party unsecured convertible notes payable at June 30, 2017 and March 31, 2017 were as follows:

 

 

June 30,
2017

 

March 31,
2017

(A) 6% Unsecured Convertible Note – due March 31, 2018

 

$

51,455

 

 

$

50,707

 

(B) 6% Unsecured Convertible Note – due June 28, 2018

 

 

50,008

 

 

 

 

Less accumulated amortization of Valuation Discount

 

 

(77,585

)

 

 

(39,039

)

Net

 

 

23,878

 

 

 

11,668

 

Less: Convertible note payable, current

 

 

4,771

 

 

 

 

Convertible notes payable, long-term

 

$

19,107

 

 

$

11,668

Convertible Note — Marvin Ellin

(A) On January 4, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin, the father of Robert Ellin, our Chairman (formerly with the title Executive Chairman), Chief Executive Officer (formerly with the title President), director and principal stockholder, for total principal amount of $50,000. This note will be due September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 8,333 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,333 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. The balance of the unamortized discount at March 31, 2017 was $39,039. During the three months ended June 30, 2017, the Company amortized $6,690 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $32,349. At June 30, 2017, $50,000 of principal, which includes $1,455 of accrued interest, was outstanding under the Note.

(B) On June 29, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin for total principal amount of $50,000. This note will be due June 28, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 8,333 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,333 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of June 28, 2017, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During the three months ended June 30, 2017, the Company amortized $125 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $45,237. At June 30, 2017, $50,000 of principal, and $8 of accrued interest, was outstanding under the Note.

Note 7 — Related Party Unsecured Convertible Notes Payable

Related party unsecured convertible notes payable at March 31, 2017 and 2016 were as follows:

(A) 6% Unsecured Convertible Note – due September 13, 2018

 

$

 

 

$

(B) 6% Unsecured Convertible Note – due on March 31, 2018

 

 

50,707

 

 

 

Less accumulated amortization of Valuation Discount

 

 

(39,039

)

 

 

Net

 

$

11,668

 

 

$

 (A) Convertible Note — JJAT

On August 19, 2016, the Company issued a 6% unsecured convertible note payable to a related party for total principal amount of $55,000. This note was due on September 30, 2018. On December 21, 2016, this note was repaid. Before its maturity, the noteholder had in its sole discretion the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. Additionally, if the Company raised a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable

institutional investor in one or more closings prior to the maturity date, the noteholder would will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing.

(B) Convertible Note — Marvin Ellin

On January 4, 2017, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $50,000. This note will be due on September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 8,333 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,333 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During year ended March 31, 2017, the Company amortized $6,323 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $39,039. As of March 31, 2017, $50,000 of principal and $707 of accrued interest was due under the note.

v3.8.0.1
Unsecured Convertible Notes Payable
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Unsecured Convertible Notes Payable [Abstract]    
Unsecured Convertible Notes Payable

Note 9 — Unsecured Convertible Notes Payable

Unsecured Convertible notes payable at June 30, 2017 and March 31, 2017 were as follows:

 

 

June 30,
2017

 

March 31,
2017

(A) 6% Unsecured Convertible Notes – Due September 30, 2018

 

$

157,126

 

 

$

154,882

 

(B) 6% Unsecured Convertible Notes – Due between January 31, 2018 and September 30, 2018

 

 

1,266,742

 

 

 

1,248,267

 

(C) 6% Unsecured Convertible Notes – Due between January 31, 2018 and
June 28, 2018

 

 

1,714,442

 

 

 

 

Less accumulated amortization of Valuation Discount

 

 

(2,123,043

)

 

 

(1,114,751

)

Net

 

 

1,015,257

 

 

 

288,398

 

Less: convertible notes, current

 

 

685,214

 

 

 

67,858

 

Convertible notes, long term

 

$

330,043

 

 

$

220,540

 

(A) On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $150,000. This note will be due on September 13, 2018. Before the maturity date, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 50,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.015 per share. The aggregate relative fair value of the 50,000 warrants issued to the noteholder was determined to be $93,612 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $1.89, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes’ beneficial conversion feature which will be amortized as interest over the term of the note. The balance of the unamortized discount at March 31, 2017 was $109,259. During the three months ended June 30, 2017, the Company amortized $18,724 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $90,535. As of June 30, 2017, $7,126 of accrued interest was added to the principal balance.

(B) Between November 22, 2016 and March 27, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,235,000. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 205,833 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 205,833 warrants issued to the noteholders was determined to be $560,226 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $2.73 and the market price of the shares on the date of conversion was approximately $5.01 per share, the Company recognized aggregate beneficial conversion features of

$560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. The balance of the unamortized discount at March 31, 2017 was $1,005,490. During the three months ended June 30, 2017, the Company amortized $214,784 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $790,706. As of June 30, 2017, $31,742 of accrued interest was added to the principal balance.

(C) Between April 5, 2016 and June 29, 2017, the Company issued ten 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,695,000. The notes are due on various dates through June 29, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 282,500 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 282,500 warrants issued to the noteholders was determined to be $768,893 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $2.73 and the market price of the shares on the date of conversion was approximately $5.01 per share, the Company recognized aggregate beneficial conversion features of $768,893. As a result, the Company recorded a note discount of $1,537,790 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During the three months ended June 30, 2017, the Company amortized $295,983 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $1,241,807. As of June 30, 2017, $19,442 of accrued interest was added to the principal balance.

Note 8 — Unsecured Convertible Notes Payable

Unsecured Convertible notes payable at March 31, 2017 and 2016 were as follows:

 

 

March 31,
2017

 

March 31,
2016

(A) 8% Unsecured Convertible Notes – Due on January 19, 2018

 

$

 

 

$

200,000

 

(B) 6% Unsecured Convertible Notes – Due on September 13, 2018

 

 

154,882

 

 

 

 

(C) 6% Unsecured Convertible Notes – Due between January 31, 2018 and September 30, 2018

 

 

1,248,267

 

 

 

 

Total

 

 

1,403,149

 

 

 

200,000

 

Less accumulated amortization of Valuation Discount

 

 

(1,114,751

)

 

 

(89,727

)

Net

 

 

288,398

 

 

 

110,273

 

Less note payable, current

 

 

67,858

 

 

 

 

Notes payable, long-term

 

$

220,540

 

 

$

100,273

 

 (A) On January 19, 2016, the Company issued three 8% unsecured convertible notes payable to investors (the “Lenders”) for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. In addition, the Lenders received 133,333 warrants to purchase shares of the

Company’s common stock at an exercise price of $0.015 per share. The warrants were exercised during the year ended March 31, 2017. The aggregate relative fair value of the 133,333 warrants issued to the Lender was determined to be $99,915 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount upon issuance and was being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727.

On June 6, 2016, the Lenders converted $200,000 of principal and $5,918 of interest into 68,639 shares of the Company’s common stock at a conversion price of $3.00 per share. As the market price of the shares on the date of conversion was approximately $5.01 per share, the Company recognized a beneficial conversion cost of $136,936. As a result of the conversion, the remaining debt discount of $89,727 was fully amortized to interest expense as of the date of conversion.

As an inducement for the conversion, the Lenders were issued 68,640 warrants to purchase shares of the Company’s common stock at an exercise price of $0.015 per share. The aggregate fair value of the 68,640 warrants issued to the Lenders was $341,864 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.20%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). The value of the warrants of $341,864 was considered as additional interest expense upon their issuance. The warrants were exercised immediately into 68,640 shares of the Company’s common stock with net proceeds of $1,030 to the Company.

(B) On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $150,000. This note will be due on September 13, 2018. Before the maturity date, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 50,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.015 per share. The aggregate relative fair value of the 50,000 warrants issued to the noteholder was determined to be $93,612 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $1.89, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes’ beneficial conversion feature which will be amortized as interest over the term of the note. During year ended March 31, 2017, the Company amortized $40,741 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $109,259. As of March 31, 2017, $4,882 accrued interest was added to principal balance.

(C) Between November 22, 2016 and March 27, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,235,000. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert

all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 205,833 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 205,833 warrants issued to the noteholders was determined to be $560,226 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35 - 1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $2.73 and the market price of the shares on the date of conversion was approximately $5.01 per share, the Company recognized aggregate beneficial conversion features of $560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During year ended March 31, 2017, the Company amortized $114,961 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $1,004,590.

v3.8.0.1
Related Party Transactions
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Related Party Transactions [Abstract]    
Related Party Transactions

Note 10 — Related Party Transactions

Management Services from Trinad Management LLC

Pursuant to a Management Agreement (the “Management Agreement”) with Trinad Management LLC (“Trinad LLC”) entered into on September 23, 2011, Trinad LLC agreed to provide certain management services to the Company through September 22, 2014, including, without limitation, the sourcing, structuring and negotiation of potential business acquisitions and customer contracts for the Company. Under the Management Agreement, the Company compensated Trinad LLC for its services by (i) paying a fee equal to $2,080,000, with $90,000 payable in advance of each consecutive 3-month calendar period during the term of the Management Agreement and with $1,000,000 due at the end of the 3-year term, and (ii) issuing a warrant to purchase 750,000 shares of the Company’s common stock at an exercise price of $0.225 per share (the “Warrant”). The Warrant may have been exercised in whole or in part by Trinad LLC at any time for a period of 10 years. On August 25, 2016, the Warrant was fully exercised on a cashless basis at an exercise price of $0.225 per share, resulting in the issuance 716,216 shares of the Company’s common stock.

The remaining amount of $250,000 due to Trinad LLC was reflected as a liability on the accompanying March 31, 2017 balance sheet. During the quarter ended June 30, 2017, the Company paid in full the remaining amount that was due at March 31, 2017.

Trinad LLC continues to provide services to the Company at a fee of $30,000 per month on a month-to-month basis. For the three months ended June 30, 2017 and 2016, the Company incurred $90,000 of such fees.

Rent

During the three-month period ended June 30, 2017 and the fiscal year ended March 31, 2017, the Company subleased office space from Trinad LLC for no cost to the Company as part of the Company’s Management Agreement with Trinad LLC. Management estimates such amounts to be immaterial. the Company anticipates continuing to sublease such space at no cost to it for the foreseeable future. the Company believes that such property is in good condition and is suitable for the conduct of its business.

Other Asset

At June 30, 2017, the Other Asset balance of $15,000 is for a 4.02% equity investment in a music technology company that is led by a family member of the Company’s Chairman (formerly with the title Executive Chairman) and Chief Executive Officer (formerly with the title President).

Note 9 — Related Party Transactions

Management Services from Trinad Management LLC

Pursuant to a Management Agreement (the “Management Agreement”) with Trinad Management LLC (“Trinad LLC”) entered into on September 23, 2011, Trinad LLC agreed to provide certain management services to the Company through September 22, 2014, including, without limitation, the sourcing, structuring and negotiation of potential business acquisitions and customer contracts for the Company. Under the Management Agreement, the Company compensated Trinad LLC for its services by (i) paying a fee equal to $2,080,000, with $90,000 payable in advance of each consecutive 3-month calendar period during the term of the Management Agreement and with $1,000,000 due at the end of the 3-year term, and (ii) issuing a warrant to purchase 750,000 shares of the Company’s common stock at an exercise price of $0.225 per share (the “Warrant”). The Warrant may have been exercised in whole or in part by Trinad LLC at any time for a period of 10 years. On August 25, 2016, the Warrant was fully exercised on a cashless basis at an exercise price of $0.225 per share, resulting in the issuance 716,216 shares of the Company’s common stock.

The total amount of $1,000,000 due to Trinad LLC was reflected as a liability on the accompanying March 31, 2016 balance sheet. Pursuant to the terms of the Management Agreement with Trinad Management, LLC, during March 2017, the Company paid $750,000 of the amount that was due at the end of the three-year term of the Management Agreement. The total amount due at March 31, 2017 was $239,080. The remaining amount was paid in April 2017.

Trinad LLC continues to provide services to the Company at a fee of $30,000 per month on a month-to-month basis. For each of the years ended March 31, 2017 and 2016, the Company incurred $360,000 of such fees.

Due to Related Parties

As of March 31, 2017 and 2016, amounts due to related parties were $0 and $117,124, respectively, payable to Mr. Ellin, the Company’s Chairman (formerly with the title Executive Chairman), Chief Executive Officer (formerly with the title President) and majority stockholder. These amounts were provided to the Company for working capital as needed and are unsecured, non-interest bearing advances with no formal terms of repayment.

Rent

During the fiscal years ended March 31, 2017 and 2016, the Company subleased office space from Trinad LLC for no cost to the Company as part of the Company’s Management Agreement with Trinad LLC. Management estimates such amounts to be immaterial. The Company anticipates continuing to sublease such space at no cost to it for the foreseeable future. The Company believes that such property is in good condition and is suitable for the conduct of its business.

v3.8.0.1
Commitments and Contingencies
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Commitments and Contingencies [Abstract]    
Commitments and Contingencies

Note 11 — Commitments and Contingencies

Promotional Rights

The Company acquires promotional rights from time to time that may contain obligations for future payments. As of June 30, 2017, the Company is obligated under three licenses, production and/or distribution agreements to make guaranteed payments as follows: $700,000 for the fiscal year ended March 31, 2018, and $475,000 for the fiscal year ended March 31, 2019. The agreements also provide for a revenue share of 35-50% of capital and net revenues. In addition, there are two other agreements that provide for a revenue share of 50% on net revenues, but no guaranteed payments. If the events do not occur as planned and/or the Company does not undertake production of such events, or if the revenue from these events does not allow the Company to recover its production costs, no additional liability for additional payments or promotional right will remain.

Legal Proceedings

On March 3, 2016, Blink TV Limited and Northstar Media, Inc. (collectively, the “Plaintiffs”) filed a claim in the Los Angeles County Superior Court of California against the Company and LiveXLive, alleging breaches of two different license agreements for the live-streaming rights to “Bestival,” an annual music festival which takes place on the Isle of Wight in England. LiveXLive and the Company demurred to the complaint on May 10, 2016, and, prior to the hearing on the demurrer, Plaintiffs amended their complaint. The amended complaint no longer states a claim against the Company and only states a single cause of action against LiveXLive for the alleged breach of a single license agreement. Plaintiffs are seeking $300,000 in damages. To date, LiveXLive has vigorously contested Plaintiffs’ claims. In doing so, on December 23, 2016, LiveXLive filed a cross-complaint against Plaintiffs for breach of contract and breach of the implied covenant of good faith and fair dealing. LiveXLive was notified on September 27, 2017, that Blink TV Limited is in bankruptcy in England and now has liquidators in place who are assuming the litigation. The liquidators will need to move for permission to substitute in as the real parties in interest. The case will continue otherwise, including the mediation prospectively scheduled for October 30, 2017.

On July 17, 2017, Exodus Festival, Inc. (“Exodus”) filed a demand for arbitration with the American Arbitration Association, Washington, DC office (“AAA”), requesting for AAA to commence an arbitration proceeding against Wantickets and LXL Tickets, in connection with event proceeds of $155,633 allegedly owed by Wantickets to Exodus pursuant to a certain Presale Agreement For On-line Ticket Sales Services, entered into by and between Wantickets and Exodus on or about October 20, 2015 (the “Exodus-Wantickets Agreement”). Exodus alleges that LXL Tickets assumed Wantickets’ obligations under the Exodus-Wantickets Agreement pursuant to the APA, dated as of May 5, 2017, entered into by and among Wantickets, LXL Tickets, the Company and certain other persons. On August 9, 2017,

LXL Tickets submitted with AAA its objections to the arbitration request and any obligations or liability to Exodus, including because LXL Tickets was not a party to and never assumed the Exodus-Wantickets Agreement. On August 10, 2017, Exodus submitted its response with AAA to LXL Tickets’ objections.  An arbitrator for this dispute has been selected by the parties and a preliminary hearing conference call with the arbitrator has been scheduled for October 16, 2017. LXL Tickets intends to vigorously dispute such arbitration demand and any obligations or liability to Exodus and to defend itself against these claims.

The Company is not aware of any other pending material legal proceedings. From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. An adverse result in these or other matters may have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition or operating results.

Note 10 — Commitments and Contingencies

Promotional Rights

The Company acquires promotional rights from time to time that may contain obligations for future payments. During the year ended March 31, 2017, the Company incurred $350,000 in payment obligations for the acquisition of certain promotional rights. As of March 31, 2017, the Company is obligated under two licenses, production and/or distribution agreements to make guaranteed payments as follows: $500,000 for the fiscal year ended March 31, 2018, and $325,000 for the fiscal year ended March 31, 2019. The agreements also provide for a revenue share of 35-50% of capital and net revenues. In addition, there are two other agreements that provide for a revenue share of 50% on net revenues, but no guaranteed payments. If the events do not occur as planned and/or the Company does not undertake production of such events, or if the revenue from these events does not allow the Company to recover its production costs, no additional liability for additional payments or promotional right will remain.

Legal Proceedings

Bengough Settlement

On May 20, 2016, Mr. Oliver Bengough, the Company’s former Chief Executive Officer and director, filed a Petition for Relief (the “Petition”) in the High Court of Justice, Chancery Division (the “Court”) against OCHL, OCL, KOKO UK and Mr. Ellin (collectively, the “Respondents”). In the Petition, Mr. Bengough claimed, among other things, certain breaches of duty by Mr. Ellin in connection with the corporate operations of the Respondents, as well as a “deterioration” of the relationship between the parties. OCHL was formed by OCL’s stockholders for the sole purpose of acquiring all of the registered and contributed capital of OCL, is a 50%-owned subsidiary of the Company and is the former parent of OCL.

On September 22, 2016, Mr. Bengough entered into a Settlement Agreement (the “Settlement Agreement”) with the Respondents and Global Loan Agency Services Limited, as escrow agent (the “Escrow Agent”), relating to the Petition. Pursuant to the Settlement Agreement, the parties agreed, among other things, to (i) the terms of settlement in relation to all facts, matters and allegations raised by the Petition against the Respondents, including disputed liability under a junior promissory note, dated as of April 28, 2014, issued by OCHL and OCL in favor of JJAT, (ii) sell 48,878 ordinary shares and the 2,750 deferred ordinary shares in OCHL owned by the Company to Mr. Bengough on the terms provided in the Settlement Agreement, (iii) resolve certain ancillary matters arising from the past business dealings between Messrs. Ellin and Bengough, and (iv) to consummate the transactions contemplated thereunder and under certain related transaction documents (as defined below) (collectively, the “Settlement Transactions”).

Pursuant to the terms of the Settlement Agreement, on November 24, 2016, Financial Consulting LLP BTG, an independent expert valuation firm engaged to determine the value of the ordinary shares in OCHL, delivered its final valuation report to the parties and that its analysis yielded that the value of the ordinary shares of OCHL is $4,455,833 (£3,612,057), therefore entitling the Company to $2,182,274 (£1,769,029) (or 50% of the value) minus $45,643 (£37,000) (as agreed to by the parties). On December 1, 2016, the Escrow Agent paid to the Company, via the funds deposited by Mr. Bengough, $2,182,274 as the Final Sale Price and the rest of Settlement Transactions were automatically consummated (including the Company’s sale of its OCHL shares to Mr. Bengough).

Blink TV Limited and Northstar Media, Inc.

On March 3, 2016, Blink TV Limited and Northstar Media, Inc. (collectively, the “Plaintiffs”) filed a claim in the Los Angeles County Superior Court of California against the Company and LiveXLive, alleging breaches of two different license agreements for the live-streaming rights to “Bestival,” an annual music festival which takes place on the Isle of Wight in England. LiveXLive and the Company demurred to the complaint on May 10, 2016, and, prior to the hearing on the demurrer, Plaintiffs amended their complaint. The amended complaint no longer states a claim against the Company and only states a single cause of action against LiveXLive for the alleged breach of a single license agreement. Plaintiffs are seeking $300,000 in damages.

To date, LiveXLive has vigorously contested Plaintiffs’ claims. In doing so, on December 23, 2016, LiveXLive filed a cross-complaint against Plaintiffs for breach of contract and breach of the implied covenant of good faith and fair dealing. On May 11, 2017, the parties agreed to a mediation which is tentatively scheduled for October 2017, and a trial date is set for March 2018.

The Company is currently not aware of any other pending material legal proceedings. From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. An adverse result in these or other matters may have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition or operating results.

v3.8.0.1
Equity Incentive Plan
12 Months Ended
Mar. 31, 2017
Equity Incentive Plan [Abstract]  
Equity Incentive Plan

Note 11 — Equity Incentive Plan

On August 29, 2016, the Company’s Board of Directors and stockholders approved the Company’s 2016 Equity Incentive Plan (the “2016 Plan”), which reserves a total of 22,800,000 shares of the Company’s common stock for issuance under the 2016 Plan. Incentive awards authorized under the 2016 Plan include, but are not limited to, incentive Internal Revenue Code of 1986, as amended. If an incentive award granted under the 2016 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to the Company in connection with the exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2016 Plan.

As of the date of the filing of the registration statement, no stock options or any shares of common stock have been issued under the 2016 Plan.

v3.8.0.1
Stockholders' Equity (Deficit)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Stockholders' Equity (Deficit)    
Stockholders' Equity (Deficit)

Note 12 — Stockholders’ Deficit

Issuance of Common Stock for Services to Consultants

During the three months ended June 30, 2017, the Company issued 76,388 shares of its common stock valued at $382,705 to various consultants. The Company valued these shares at a price of $5.01 per share, the most recent price of the sale of its common stock near the date of grant.

Issuance of Common Stock for Services to Employees

During the three months ended June 30, 2017, the Company issued 233,333 shares of its common stock valued at $1,169,000 to certain employees. The Company valued these shares at a price of $5.01 per share, the most recent price of the sale of its common stock near the date of grant.

During the three months ended June 30, 2017, the Company recorded $107,292 of expense related to the vested portion of its restricted stock, and the remaining $1,061,708 is expected to be recorded over the next two years.

Additional details of the Company’s restricted common stock are as follows:

 

 

Number of
Shares

 

Weighted
Average Grant
Date Fair Value
Per Share

Non-vested March 31, 2017

 

 

 

$

Issued

 

233,333

 

 

 

5.01

Vested

 

(12,500

)

 

 

5.01

Forfeited

 

 

 

 

Non-vested, June 30, 2017

 

220,833

 

 

$

5.01

Warrants

During the quarter ended June 30, 2017, the Company issued warrants along with a series of convertible notes to acquire 290,833 shares of Company’s common stock valued at $791,576 at an exercise price of $0.03.

During the quarter ended June 30, 2017, 340,833 warrants were exercised into 340,833 shares of common stock for net proceeds of $10,226.

The table below summarizes the Company’s warrant activities:

 

 

Number of
Warrants

 

Weighted
Average
Exercise Price

 

Weighted
Average
Remaining
Contractual
Term (Years)

Balance outstanding, March 31, 2017

 

50,000

 

 

$

0.03

 

2.99

Granted

 

290,833

 

 

 

0.03

 

3.07

Exercised

 

(340,833

)

 

 

0.03

 

3.06

Forfeited/expired

 

 

 

 

 

Balance outstanding, June 30, 2017

 

 

 

$

 

Exercisable, June 30, 2017

 

 

 

$

 

Note 12 — Stockholders’ Equity (Deficit)

Sale of Common Stock or Equity Units

During the year ended March 31, 2017, the Company entered into securities purchase agreements with certain accredited investors, pursuant to which the Company sold an aggregate of 183,333 units at a purchase price of $7.50 per share for $1,375,000 in cash proceeds. Each unit consisted of one share of the Company’s common stock and a warrant to purchase 0.5 (one-half) share of the Company’s common stock, exercisable for a period of three years from the date of original issuance at exercise prices from $0.015 to $0.03 per share.

During the year ended March 31, 2016, the Company entered into securities purchase agreements with accredited investors, pursuant to which the Company agreed to issue an aggregate of 254,167 units at a purchase price of $1.50-3.00 per unit for $612,500 in cash. Each unit consisted of one share of the Company’s common stock and one warrant to purchase a share of the Company’s common stock, exercisable for a period of four years from the date of original issuance at an exercise price of $0.015 per share.

Issuance of Common Stock for Services

During the year ended March 31, 2017, the Company issued 526,240 shares of its common stock valued at $2,279,589 to various consultants, including 33,333 shares to a related party valued at $167,000. The Company valued these shares at prices varying from $1.50 to $5.01 per share based on the most recent prices of the sale of the Company’s common stock near the date of grant.

During the year ended March 31, 2016, the Company issued 600,667 shares of its common stock valued at $856,500 to various consultants and advisory board members. The Company valued these shares at prices varying from $0.75 to $1.50 per share based on the most recent prices of the sale of its common stock on the date of grant.

Warrants

On June 2, 2016, the Company issued warrants to acquire 68,640 shares of the Company’s common stock valued at $341,864 as an inducement to convert a convertible note. These warrants, along with 133,333 warrants issued to the noteholder upon issuance of the note, were exercised during the year ended March 31, 2017, at an exercise price of $0.015 per share, resulting in net proceeds to the Company of $3,030.

In April, 2016, the Company issued warrants to Trinad Capital, a related party, to acquire 1,117,585 shares of the Company’s common stock valued at $1,661,114 at an exercise price of $0.015 to extend the maturity dates of the First and Second Senior Notes. These warrants were exercised during the year ended March 31, 2017, at an exercise price of $0.015 per share, resulting in net proceeds to the Company of $16,764.

During the year ended March 31, 2017, the Company issued warrants to purchase aggregate 861,013 shares of the Company’s common stock along with various convertible notes. These warrants were valued at $676,518 at an exercise price of $0.03.

During the year ended March 31, 2017, the Company issued warrants to purchase 91,667 shares of the Company’s common stock as part of securities purchase agreements.

During the year ended March 31, 2017, warrants to purchase 3,086,931 shares of common stock were exercised, of which 750,000 warrants were exercised on a cashless basis, and the Company received proceeds of $48,123 related to the exercise of the balance of the warrants.

During the year ended March 31, 2016, the Company issued 387,500 shares of the Company’s common stock upon exercise of 387,500 warrants at an exercise price of $0.015 per share, resulting in net proceeds to the Company of $5,813.

The table below summarizes the Company’s warrant activities:

 

 

Number of
Warrants

 

Weighted
Average
Exercise
Price

 

Weighted
Average
Remaining
Contractual
Term

Balance outstanding, April 1, 2016

 

1,200,000

 

 

$

0.135

 

 3.21

Granted

 

387,500

 

 

 

 0.015

 

 2.21

Exercised

 

 (387,500

)

 

 

 0.015

 

 4.24

Forfeited/expired

 

 

 

 

 

Balance outstanding, March 31, 2016

 

1,200,000

 

 

 

0.150

 

4.16

Granted

 

2,138,904

 

 

 

0.021

 

2.91

Exercised

 

(3,288,904

)

 

 

0.066

 

3.15

Forfeited/expired

 

 

 

 

 

Balance outstanding, March 31, 2017

 

50,000

 

 

$

0.030

 

2.99

Exercisable, March 31, 2017

 

50,000

 

 

$

0.030

 

2.99

Increase of Authorized Common Stock and Creation of Preferred Stock

On August 29, 2016, the Company’s Board of Directors and stockholders approved for the Company to file a Certificate of Amendment to its Articles of Incorporation (the “Certificate”) with the Secretary of State of the State of Nevada, which increased the Company’s authorized capital stock. The Certificate was filed and became effective on September 1, 2016. The Certificate increased the aggregate number of shares of capital stock which the Company has the authority to issue to 501,000,000 shares, consisting of 500,000,000 shares of common stock and 1,000,000 shares of the Company’s preferred stock, $0.001 par value per share (the “preferred stock”).

The Company may issue shares of preferred stock from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by the Company’s Board of Directors and will have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Company’s Board of Directors. The Company’s Board of Directors will have the power to increase or decrease the number of shares of preferred stock of any series after the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased, the shares constituting such decrease will resume the status of authorized but unissued shares of preferred stock.

While the Company does not currently have any plans for the issuance of preferred stock, the issuance of such preferred stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the common stock until and unless the Company’s Board of Directors determines the specific rights of the holders of the preferred stock; however, these effects may include: restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock, or delaying or preventing a change in control of the Company without further action by the stockholders.

v3.8.0.1
Income Tax Provision
12 Months Ended
Mar. 31, 2017
Income Tax Provision [Abstract]  
Income Tax Provision

Note 13 — Income Tax Provision

 

At March 31, 2017 and 2016, the Company had available federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $15.4 million and $6.8 million for federal income tax purposes, respectively, and $15.4 million and $6.8 million for state income tax purposes respectively. The federal and state net operating loss carryforwards expire in 2037. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit.

 

The Company has adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of March 31, 2017 and 2016, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption.

 

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of March 31, 2017 and 2016, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2014 through 2016 remain open to examination by the major taxing jurisdictions to which the Company is subject.

 

Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time.

  

Significant components of the Company’s deferred income tax assets are as follows as of:

 

  2017  2016 
Net operating loss carryforward $6,152,000  $2,708,000 
Stock-based compensation  912,000   343,000 
Impairment of note receivable  85,000   - 
Loss on sale of investment in OCHL  1,116,000   - 
Equity in earnings of OCHL  (53,000)  (164,000)
Total deferred tax assets  8,212,000   2,887,000 
Valuation allowance  (8,212,000)  (2,887,000)
Net deferred tax asset $-  $- 

 

Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows:

 

  2017  2016 
U.S federal statutory income tax  -34.00%  -34.00%
State tax, net of federal tax benefit  -5.80%  -5.80%
Permanent differences  -65.52%  -%
Change in valuation allowance  105.32%  39.80%
Effective tax rate  0.00%  0.00%
v3.8.0.1
Segment Reporting
3 Months Ended
Jun. 30, 2017
Segment Reporting [Abstract]  
Segment Reporting

Note 13 — Segment Reporting

The Company determined its reporting units in accordance with ASC 280, “Segment Reporting” (“ASC 280”). We evaluate a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.

The Company’s operations during the three months ended June 30, 2017 are classified into three reportable business segments: corporate, live events and ticketing. Each of these segments is organized based upon the nature of products and services offered. Summarized financial information about each segment is provided below:

Three Months Ended June 30, 2017

 

 

Corporate

 

Live Events

 

Ticketing

 

Total
Consolidated

Revenue

 

$

 

 

$

 

 

$

276,243

 

 

$

276,243

 

Cost of revenue

 

 

 

 

 

 

 

 

78,869

 

 

 

78,869

 

Gross Margin

 

 

 

 

 

 

 

 

197,374

 

 

 

197,374

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

862,354

 

 

 

921,746

 

 

 

503,492

 

 

 

2,287,585

 

Related party expenses

 

 

90,000

 

 

 

 

 

 

 

 

 

90,000

 

Total operating expenses

 

 

1,063,347

 

 

 

921,746

 

 

 

503,492

 

 

 

2,377,585

 

Loss from operations

 

 

(952,347

)

 

 

(921,746

)

 

 

(306,118

)

 

 

(2,180,211

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(634,949

)

 

 

 

 

 

 

 

 

(634,949

)

Total other income (expense)

 

 

(634,949

)

 

 

 

 

 

 

 

 

(634,949

)

Net loss

 

$

(1,587,296

)

 

$

(921,746

)

 

$

(306,118

)

 

$

(2,815,160

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

1,878,136

 

 

$

43,796

 

 

$

3,321,899

 

 

$

5,243,830

v3.8.0.1
Subsequent Events
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Subsequent Events [Abstract]    
Subsequent Events

Note 14 — Subsequent Events

Subsequent to the period June 30, 2017, the Company entered into the following acquisition agreements:

Slacker Agreement

         On August 25, 2017, the Company entered into the Agreement and Plan of Merger, with LXL Music Acquisition Corp., and Slacker Inc., commonly known as “Slacker Radio”. Subject to the terms and conditions of the Slacker Agreement, the Company will acquire Slacker through a merger of LXL Music Acquisition Corp. with and into Slacker, with Slacker surviving as the Company’s wholly owned subsidiary. The aggregate purchase price for the Slacker Acquisition is $50.0 million, consisting of $44.0 million of cash and $6.0 million of the Company’s common stock. The cash portion will be adjusted based on Slacker’s net working capital at the effective time of the merger and other purchase price adjustments, including amounts related to convertible notes and accrued interest thereon that were not assumed in the transaction. The number of shares of the Company’s common stock issuable as stock merger consideration will be determined based on the final public offering price of shares offered in this offering (as indicated in the Company’s final prospectus to be filed with the SEC related to this offering). To the extent Slacker incurs additional convertible debt from certain of its stockholders from October 1, 2017 through the closing of this offering for the purpose of funding its working capital (provided that Slacker shall use all commercially reasonable efforts to continue to operate and carry on its business in a manner that would minimize the requirement for additional cash infusion to Slacker from outside sources), such debt will be repaid by us upon the closing of the Slacker Acquisition through a commensurate increase in the purchase price, and such stockholders will receive a number of our shares of common stock based on the aggregate amount of such convertible debt, subject to a cap. Such cap amount will be (i) if the pricing of this offering occurs on or prior to October 9, 2017, $250,000, (ii) if the pricing of this offering occurs between October 10, 2017 and October 16, 2017, $375,000, and (iii) if the pricing of this offering occurs between October 17, 2017 and October 23, 2017, $500,000. The Company agreed to use reasonable best efforts to obtain a representations and warranties insurance policy prior to the closing of the transaction with a coverage limit of $5,000,000, the insurance premium and other costs and expenses of which shall be included in the transaction expenses and calculation of net working capital at the closing of the transaction and borne by Slacker up to $225,000. The Slacker Acquisition is subject to certain closing conditions and there can be no assurance that the Slacker Acquisition will be consummated on the terms described herein or at all.

SNAP Agreement

         On September 6, 2017, the Company entered an agreement and plan of merger (the “SNAP Agreement”) with LXL Video Acquisition Corp., SNAP Interactive, Inc. (“SNAP”), and Jason Katz, as the stockholders’ agent. Subject to the terms and conditions of the SNAP Agreement, the Company will acquire SNAP through a merger of SNAP with and into LXL Video Acquisition Corp., one of the Company’s wholly owned subsidiaries, with LXL Video Acquisition Corp. surviving. The aggregate purchase price for the SNAP Acquisition is approximately $34.0 million consisting of approximately $20.4 million in cash and approximately $13.6 million in shares of the Company’s common stock. SNAP has a target of $1.0 million or more of cash on hand available for operations at closing. The aggregate purchase price will be adjusted based on SNAP’s actual cash balance, net working capital and indebtedness at the effective time of the merger. The number of shares of the Company’s common stock issuable as stock merger consideration will be determined based on the final public offering price of the Company’s shares offered in this offering (as indicated in the Company’s final prospectus to be filed with the SEC related to this offering), or the volume weighted average of the trading price of the Company’s common stock at the time of issuance if the merger is not consummated concurrently with or prior to the closing of the Company’s public offering. The closing of the transaction is subject to certain conditions, including the closing of the Company’s public offering and the effectiveness of a Registration Statement on Form S-4 to be filed by the Company with the SEC. SNAP also has the right to terminate the SNAP Agreement under certain circumstances pursuant to a customary “fiduciary out” provision in connection with a superior acquisition proposal received by SNAP prior to the closing. The Company will

be entitled to receive from SNAP a termination fee of $2,900,000 upon termination of the SNAP Agreement under certain situations, including SNAP’s entry into an acquisition agreement with a third party in connection with a superior acquisition proposal, a change of approval or recommendation by SNAP’s board of directors of the SNAP Agreement or the merger contemplated thereby, and failure by SNAP’s board of directors, following receipt of an acquisition proposal by a third party, to reaffirm its approval or recommendation of the SNAP Agreement and the merger contemplated thereby. There can be no assurance that the SNAP Acquisition will be consummated on the terms described herein or at all.

Employment Agreements

Andy Schuon

In September 2017, the Company entered into an employment agreement with Mr. Schuon for a term of three years at a monthly rate of $25,000 from the effective date of his employment agreement to the date immediately prior to the closing of the Company’s public offering. Following the closing of the offering, Mr. Schuon’s annual salary shall be at a rate no less than $500,000. Mr. Schuon shall also receive a $250,000 cash bonus within thirty days after such closing. Such bonus shall be considered an advance against, and prepayment of, any Performance Bonus (as defined therein). The Performance Bonus shall be equal to 100% of his base salary and payable in accordance with the annual bonus plan applicable to the Company’s senior executives to be established following the closing of the offering. Mr. Schuon was also granted options to purchase 1,000,000 shares of the Company’s common stock at a price of $1.65 per share (the “Schuon Options”). The Schuon Options were granted pursuant to the Company’s 2016 Plan. The first tranche of 833,333 shares underlying the Schuon Options shall vest in one-twelfth increments every three months from the effective date through the end of the three-year term of his employment agreement (the “Service Options”). Such tranche of shares shall become exercisable on the earlier of (i) one year after the date such tranche shall vest, (ii) the second anniversary of the effective date of his employment agreement, or (iii) the earliest date vested equity awards become exercisable or transferable for similarly situated executives of the Company. In the event of a Change of Control (as defined in his employment agreement), any unvested portion of the shares subject to the Service Options shall vest and become exercisable effective immediately prior to such event. The second tranche of 166,667 shares underlying the Schuon Options shall 100% vest if prior to the third anniversary of the effective date of his employment agreement the shares of the Company’s common stock shall have traded at a price of $30.00 per share or more for a period of ninety consecutive trading days during which an average of at least 166,667 shares are traded per day (the “Performance Options”). Such tranche of shares shall become exercisable on the earlier of (i) one year after the vesting date, (ii) the second anniversary of the effective date of his employment agreement, or (iii) the earliest date vested equity awards become exercisable or transferable for similarly situated executives of the Company. In the event of a Change of Control, if the performance criteria has been achieved prior to such date or if the share value achieved in the Change of Control event is at least $30.00 per share, the Performance Options will vest and become exercisable effective immediately prior to such event. Each tranche of the Schuon Options and the shares underlying such options is subject to a lock-up restriction for a period of 12 months from the date that such tranche of the options vests; provided, that such restriction period shall terminate with respect to all Schuon Options and the shares underlying such options 24 months from the effective date of his employment agreement.

If Mr. Schuon’s employment is terminated by us without “Cause” or by Mr. Schuon for “Good Reason” (each as defined in his employment agreement, subject to the Company’s right to cure), he will be entitled to termination benefits, pursuant to which (i) the Company will pay Mr. Schuon certain accrued obligations and prior year bonus amounts, if any; and (ii) subject to timely execution and non-revocation of a release as provided in his employment agreement, (u) the Company will continue to pay Mr. Schuon his base salary for a period from the termination date through the lesser of twelve months or the period through and inclusive of the last day of the three-year term of his employment agreement; (v) unvested Schuon Options (other than the Performance Options) and Other Equity Awards (as defined in his employment agreement) shall automatically accelerate and become vested and exercisable for a period of twelve months from the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; (w) the Performance Options will continue to vest for a twelve-month period following the termination date; (x) any such

accelerated Service Options, Performance Options and Other Equity Awards shall remain outstanding and be exercisable, to the extent applicable, for a period of twelve months from the later of the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; (y) all restrictions on the Other Equity Awards shall automatically and immediately lapse; and (z) the Company will continue to cover costs for Mr. Schuon and his dependents continued participation in the Company’s medical plans from the termination date through and inclusive of the lesser of twelve months or the period through the date on which he obtains other coverage. Mr. Schuon’s employment agreement contains covenants for the benefit of the Company relating to non-competition during the term of his employment and protection of the Company’s confidential information, customary representations and warranties and indemnification obligations.

Jerome Gold

In September 2017, the Company entered into an amended and restated employment agreement with Mr. Gold for a term of three years at an annual salary of $120,000 for the period commencing from the effective date of his employment agreement to the day immediately prior to the closing of the Company’s public offering. Following the closing of the offering, Mr. Gold’s annual salary shall increase to $400,000. Mr. Gold shall also receive a $250,000 cash bonus within thirty days after such closing. Mr. Gold is also eligible to receive a Performance Bonus (as defined in his employment agreement) equal to 100% of his base salary and payable in accordance with the annual bonus plan applicable to the Company’s senior executives to be established following the closing of the offering. Mr. Gold was also granted options to purchase 333,333 shares of the Company’s common stock at a price of $1.65 per share (the “Gold Options”). The Gold Options were granted pursuant to the Company’s 2016 Plan. The Gold Options shall vest in increments, with the first tranche of one-twelfth of the shares underlying the Gold Options vesting three months from the effective date of his employment agreement, with an additional one-twelfth of the shares underlying the Gold Options vesting every third month thereafter through the expiration of the three-year term. Each tranche of the Gold Options shall become exercisable on the earlier of (i) one year after the date such portion shall vest, (ii) the second anniversary of the effective date of Mr. Gold’s employment agreement, or (iii) the earliest date vested equity awards become exercisable or transferable for similarly situated executives of the Company. In the event of a Change of Control (as defined in his employment agreement), any unvested portion of the Gold Options shall vest and become exercisable effective immediately prior to such event. Each tranche of the Gold Options and the shares underlying such options is subject to a lock-up restriction for a period of twelve months from the date that such tranche of the options vests; provided, that such restriction period shall terminate with respect to all Gold Options and the shares underlying such options twenty-four months from the effective date of Mr. Gold’s employment agreement.

If Mr. Gold’s employment is terminated by the Company without “Cause” or by Mr. Gold for “Good Reason” (each as defined in his employment agreement, subject to the Company’s right to cure), he will be entitled to termination benefits, pursuant to which (i) the Company will pay Mr. Gold certain accrued obligations and prior year bonus amounts, if any; and (ii) subject to timely execution and non-revocation of a release as provided in his employment agreement (v) the Company will continue to pay Mr. Gold his base salary for a period from the termination date through the lesser of twelve months or the period through and inclusive of the last day of the three-year term of his employment agreement; (w) unvested Gold Options and Other Equity Awards (as defined in his employment agreement) shall automatically accelerate and become vested and exercisable for a period of twelve months from the termination date, but in all events no later than the end of the applicable term for each such award; (x) any such accelerated Gold Options and Other Equity Awards shall remain outstanding and be exercisable, to the extent applicable, for a period of twelve months from the later of the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; (y) all restrictions on the Other Equity Awards shall automatically and immediately lapse; and (z) the Company will continue to cover costs for Mr. Gold’s and his dependents continued participation in the Company’s medical plans from the termination date through and inclusive of the lesser of twelve months or the period through the date on which he obtains other coverage. Mr. Gold’s employment agreement contains covenants for the benefit of the Company relating to non-competition during the term of his

employment and protection of the Company’s confidential information, customary representations and warranties and indemnification obligations.

Robert Ellin

In September 2017, the Company entered into an employment agreement with Mr. Ellin for a term of five years at an annual salary of $650,000 payable commencing on the day of the closing of the Company’s public offering. Mr. Ellin shall be eligible to receive an annual Performance Bonus (as defined in his employment agreement) in accordance with the Company’s annual bonus plan applicable to its senior executives. The Performance Bonus shall be equal to 100% of Mr. Ellin’s average annualized base salary during the fiscal year for which the Performance Bonus is earned and payable in accordance with the annual bonus plan applicable to the Company’s senior executives to be established following the closing of the offering. Mr. Ellin was also granted options to purchase 1,166,667 shares of the Company’s common stock at a price equal to the public offering price set forth on the cover of this prospectus or, if higher, the fair market value of the shares of the Company’s common stock on the date of grant (the “Ellin Options”). The Ellin Options were granted pursuant to the Company’s 2016 Plan. The first tranche of 666,667 shares underlying the Ellin Options (the “Ellin Service Options”) shall vest in one-twelfth increments every three months for a three year period from the effective date of his employment agreement. Each tranche of the Ellin Service Options shall become exercisable one year after the date such tranche shall vest. In the event of a Change of Control (as defined in his employment agreement), any unvested portion of the Ellin Service Options shall vest and become exercisable effective immediately prior to such event. The second tranche of 500,000 shares underlying the Ellin Options shall 100% vest if prior to the third anniversary of the effective date of his employment agreement the shares of the Company’s common stock shall have traded at a price of $30.00 per share or more for a period of 90 consecutive trading days during which an average of at least 166,667 shares are traded per day (the “Ellin Performance Options”). The Ellin Performance Options shall become exercisable one year after the vesting date, provided that, in the event of a Change of Control, if the Ellin Performance Options have vested prior to such date, they shall be immediately exercisable upon such event. Each tranche of the Ellin Options and the shares underlying such options is subject to a lock-up restriction for a period of 12 months from the date that such tranche of the options vests; provided, that such restriction period shall terminate with respect to all Ellin Options and the shares underlying such options 24 months from the effective date of Mr. Ellin’s employment agreement.

If Mr. Ellin’s employment is terminated by the Company without “Cause” or by Mr. Ellin for “Good Reason” (each as defined in his employment agreement, subject to the Company’s right to cure), he will be entitled to termination benefits, pursuant to which (i) the Company will pay Mr. Ellin certain accrued obligations and prior year bonus amounts, if any; and (ii) subject to timely execution and non-revocation of a release as provided in his employment agreement, (u) the Company will pay Mr. Ellin a one-time payment of $10,000,000; (v) unvested Ellin Options (other than the Ellin Performance Options) and Other Equity Awards (as defined in his employment agreement) shall automatically accelerate and become vested and exercisable for a period of 12 months from the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; (w) the Ellin Performance Options shall continue to vest if, and only if, the performance criteria specified above for the vesting of the Ellin Performance Options are satisfied during the twelve-month period following the termination date; (x) any such accelerated Ellin Service Options, Ellin Performance Options and Other Equity Awards will remain outstanding and be exercisable, to the extent applicable, for a period of twelve months from the later of the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; (y) all restrictions on the Other Equity Awards that are vested on the terminate date (or during the twelve-month period following the termination date) shall automatically and immediately lapse; and (z) the Company will continue to cover costs for Mr. Ellin and his dependents continued participation in the Company’s medical plans from the termination date through and inclusive of the lesser of twelve months or the period through the date on which he obtains other coverage. Mr. Ellin’s employment agreement contains covenants for the benefit of the Company relating to non-competition during the term of Mr. Ellin’s employment and protection of the Company’s confidential information, customary representations and warranties and indemnification obligations. Until the date that the offering is completed, the Company agreed to

continue to pay to Trinad Management a cash fee at the rate of $30,000 per month (or pro-rata thereof), consistent with the terms of the Management Agreement, dated as of September 23, 2011, between the Company and Trinad LLC, whether such agreement is terminated or not prior to the date that the offering is completed.

Issuance of Common Stock to Consultants for Services

Subsequent to June 30, 2017, the Company issued 49,041 shares of its common stock valued at $245,695 to various consultants. The Company valued these shares at $5.01 per share, the most recent price of the sale of its common stock near the date of grant.

Co-Existence Agreement

On September 23, 2017 the Company entered into a Co-Existence Agreement with Monday Sessions Media, Inc. D/B/A Live X (“Live X”), where the Company consented to Live X’s use and registration of the name and mark Live X and have agreed to not challenge, dispute or contest Live X’s rights in such mark. Pursuant to this agreement, the Company agreed to not offer certain production services to third party businesses in connection with its mark LIVEXLIVE and that the Company will use commercially reasonable efforts to afford Live X opportunities to bid on production or streaming service opportunities.

Russ Gilbert Option Award

On September 29, 2017, the Company granted Mr. Russ Gilbert options to purchase 83,333 shares of the Company’s common stock at an exercise price equal to $1.65 per share in connection with his employment. Such options shall vest as to one-third of the shares underlying the options twelve months after the date of grant, and as to an additional one-third of the shares underlying the options on such date every twelfth month thereafter through the date three years after the date of grant. Each tranche of shares subject to the options shall become exercisable on the earlier of (i) one year after the date such tranche shall vest, (ii) the second anniversary of the date of grant, or (iii) the earliest date vested equity awards become exercisable or transferable for similarly situated executives of the Company.

Note 14 — Subsequent Events

Unsecured Convertible Notes Payable

Subsequent to the period ended March 31, 2017 the Company issued eight, 6% unsecured note payables to investors for total cash principal of $1,595,000. These notes are due between April 2018 and May 2018. The noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s Common Stock before the maturity date at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received warrants to purchase an aggregate of 265,833 shares of the Company’s common stock at an exercise price of $0.03 per share with a relative fair value of $723,533. As of the issuance dates of these notes, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company expects to recognize a beneficial conversion feature of $723,533. As a result, the Company expects to record a note discount of $1,447,066 to account for the relative fair value of the warrants and the notes’ beneficial conversion features which will be amortized as interest expense over the term of the notes.

Employment Agreements

In April and May 2017, the Company entered into employment agreements with two officers for a term of two years at an annual salary of $120,000 and $180,000 respectively. In addition, one of the officers was granted 100,000 shares of the Company’s common stock valued at $501,000 that will vest in equal tranches over the 24-month term of the employment agreement. The officer will also receive a bonus of $100,000 upon the closing of an underwritten public offering of the Company’s common stock. The other officer was granted 133,333 shares of the Company’s common stock valued at $668,000 that will vest in increments, with the first tranche of 66,667 shares vesting 12 months from the effective date and the remaining number of shares vesting monthly thereafter, with 100% vesting over the 24-month term of the employment agreement.

Wantickets Acquisition

On May 5, 2017, LiveXLive Tickets, Inc., (“LXL Tickets”) a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (“APA”) with Wantickets and certain other parties, whereby the Company purchased certain operating assets of Wantickets for total consideration of 666,667 shares of common stock of the Company valued at $3,340,000 ($5.01 per share) and the assumption of certain liabilities of Wantickets. The Company is in the process of completing the allocation of the purchase price to the assets and liabilities acquired. In connection with the transaction, LXL Tickets entered into employment agreements with key employees of Wantickets for a term of two years each. One officer, Joe Schnaier, the Chief Executive Officer of Wantickets, will receive an annual salary of $220,000 and a bonus of 666,667 shares of common stock if LXL Tickets earns net income of $3 million in the twelve months following the effective date of his employment agreement or net income of $4 million in the twelve months thereafter. The other officer will receive an annual salary of $160,000 and receive a number of shares of the Company’s common stock equal to $15,000 each year.

In addition, pursuant to the APA and the Letter Agreement, dated as of May 5, 2017 (the “Letter Agreement”), entered into among the Company, LXL Tickets and Mr. Schnaier, the parties agreed that, commencing May 5, 2017, Mr. Schnaier will promptly pay for all of LXL Tickets’ net losses of its business for each calendar month (or pro rata thereof), up to a total of $100,000 per month, and for any liabilities exceeding $100,000 in the aggregate that arose from April 1, 2017 to May 5, 2017 (inclusive), until the earlier of (x) such time as a public offering is consummated or (b) May 5, 2018 (such earlier date as between clause (x) and (y), the “Funding End Date”), and that any salaries or other payments or amounts due to under the employment agreements described above shall be included in the calculation of the net loss for the applicable period (collectively, the “JS Payment Obligation”). Pursuant to the Letter Agreement, the parties further agreed that all payments made by Mr. Schnaier as part of the JS Payment Obligation shall be deemed to be a loan by Mr. Schnaier to LXL Tickets (the “Loaned Funds”), and that the Company and LXL Tickets shall repay to Mr. Schnaier the total amount of the Loaned Funds within five business days after the Funding End Date; provided that the Company and LXL Tickets may prepay or repay in full the Loaned Funds at any time prior to the Funding End Date without any penalty.

An unaudited pro forma balance sheet as of March 31, 2017 as if the acquisition had occurred as of that date is as follows:

 

 

March 31, 2017

 

 

(unaudited)

Current Assets

 

 

 

 

Cash and cash equivalents

 

$

1,477,229

 

Prepaid expense

 

 

21,569

 

Total Current Assets

 

 

1,498,798

 

Other Assets

 

 

 

 

Property and equipment, net

 

 

175,407

 

Intangibles

 

 

3,222,000

 

Total Assets

 

$

4,896,205

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

 

Current Liabilities:

 

 

 

 

Accounts payable and accrued liabilities

 

$

542,035

 

Note payable

 

 

277,270

 

Note payable, shareholder

 

 

3,603,446

 

Current portion of unsecured convertible notes, net of discount

 

 

67,858

 

Services payable, related party

 

 

239,080

 

Total Current Liabilities

 

 

4,729,689

 

Unsecured convertible notes - related party, net of discount

 

 

11,668

 

Unsecured convertible notes, net of discount and current portion

 

 

220,540

 

Total Liabilities

 

 

4,961,897

 

 

 

 

 

 

Stockholders’ Deficit:

 

 

 

 

Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or
outstanding

 

 

 

Common stock, $0.001 par value; 500,000,000 shares authorized; 35,332,325 shares issued and outstanding.

 

 

35,332

 

Additional paid in capital

 

 

27,994,866

 

Accumulated deficit

 

 

(28,095,890

)

Total stockholders’ deficit

 

 

(65,692

)

Total Liabilities and Stockholders’ Deficit

 

$

4,896,205

Unaudited pro forma results of operations for the years ended March 31, 2017 and 2016 as if the acquisition has occurred as of the earliest dates presented are as follows:

 

 

For the Year
Ended
March 31, 2017

 

For the Year
Ended
March 31, 2016

 

 

(unaudited)

 

(unaudited)

Revenue

 

$3,972,000

 

$5,744,000

Cost of revenue

 

 

1,147,000

 

 

 

2,052,000

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

2,825,000

 

 

 

3,692,000

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

9,479,801

 

 

 

7,297,000

 

Related party expenses

 

 

360,000

 

 

 

360,000

 

Total operating expenses

 

 

9,839,801

 

 

 

7,657,000

 

Loss from operations

 

 

(7,014,801

)

 

 

(3,965,000

)

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(497,152

)

 

 

(218,498

)

Other income

 

 

6,667

 

 

 

 

Fair value of warrants issued for note extension and inducement to convert

 

 

(2,002,977

)

 

 

 

Earnings from investment in OCHL

 

 

132,832

 

 

 

410,553

 

Fair value of warrants and beneficial conversion feature on debt conversion

 

 

(3,248,948

)

 

 

 

Fair value of beneficial conversion feature

 

 

(136,936

)

 

 

 

Impairment of note receivable - related party

 

 

(213,331

)

 

 

 

Loss on sale of investment in OCHL

 

 

(2,790,073

)

 

 

 

Total other income (expense)

 

 

(8,749,918

)

 

 

192,055

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(15,764,719

)

 

$

(3,772,945

)

 

 

 

 

 

 

 

 

 

Net Loss per common share – basic and diluted

 

$

(0.47

)

 

$

(0.12

)

 

 

 

 

 

 

 

 

 

Weighted average common shares – basic and diluted

 

 

33,198,735

 

 

 

30,694,265

 

Promotional Rights

Subsequent to March 31, 2017, the Company entered into license, production and/or distribution agreements to make guaranteed payments as follows: $210,000 for the fiscal year ended March 31, 2018, $190,000 for the fiscal year ended March 31, 2019, and $25,000 for the year ended March 31, 2020. One of the agreements also provides for a revenue share of 50% of net revenues. If the events do not occur as planned and/or the Company does not undertake production of such events, or if the revenue from these events does not allow the Company to recover its production costs, no additional liability for additional payments or promotional right will remain.

Equity Issuances

Subsequent to March 31, 2017, the Company issued an aggregate of 315,833 shares of its common stock to investors in consideration of an aggregate of $9,475 as a result of the exercise of 315,833 warrants at an exercise price of $0.03 per share.

Subsequent to March 31, 2017, the Company issued an aggregate of 245,833 shares of its common stock valued at $5.01 per share as fees to the Company’s employees, directors, advisors and consultants.

v3.8.0.1
Significant Accounting Policies and Practices (Policies)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Significant Accounting Policies and Practices [Abstract]    
Revenue Recognition Policy

Revenue Recognition Policy

 

The Company has several streams of revenue, each of which is required under GAAP to be recognized in varying ways. The following is a summary of our revenue recognition policies:

 

Ticketing

 

The Company recognizes commissions and related transaction fees earned from the sale of event and concert tickets at the time the tickets are paid for by and delivered to the customers. The Company’s commissions and transaction fees are charged on a per-ticket basis and generally non-refundable. Claims for ticket refunds are charged back to the respective event and concert owners and producers and in certain cases, the corresponding commissions and related transaction fees are recorded as a reduction to the Company’s revenues at the time that such refunds are processed. The Company does not have accounts receivable associated with its sales transactions, as payment is collected at the time of sale. As amounts are collected for the tickets sold a liability is created (Due to producer) which represents the portion of the amount collected at the time of sale that is due to the venue.

 

The Company recognizes revenues from use of the Company’s ticketing platform and equipment by event and concert owners and producers. Revenue is recognized when the service has been provided and collection is reasonably assured.

 

The Company evaluates the criteria outlined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 605-45, “Revenue Recognition — Principal Agent Considerations,” in determining whether it is appropriate to record the gross amount of revenues and related costs or the net revenues. Under the guidance of ASC Subtopic 605-45, if the Company is the primary obligor to perform the services being sold, has general inventory risk as it pertains to recruiting and compensating the talent, has the ability to control the ticket pricing, has discretion in selecting the talent, is involved in the production of the event, generally bears the majority of the credit or collection risk, or has several but not all of these indicators, revenue is recorded gross. If the Company does not have several of these indicators, it records revenues or losses on a net basis.

 

Live Events

 

The Company recognizes revenue from its live events and show productions when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the show or live event has been completed and occurred and there are no future production obligations, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Revenue Recognition Policy

The Company recognizes revenue from its live events and show productions when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the show or live event has been completed and occurred and there are no future production obligations, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

Carrying Value, Recoverability and Impairment of Long-Lived Assets

 

The Company’s long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. It tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

 

An impairment loss will be recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. That assessment is based on the carrying amount of the asset at the date it is tested for recoverability. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining useful life of that asset. Restoring a previously recognized impairment loss is prohibited.

 
Goodwill

Goodwill

 

In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other, the Company reviews the recoverability of the carrying value of goodwill at least annually or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing will be done annually at March 31. Recoverability of goodwill is determined by comparing the fair value of Company’s reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. The Company determined that there was no goodwill impairment at June 30, 2017.

 
Use of Estimates and Assumptions

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in impairment testing of long term assets, accruals for potential liabilities, valuing equity instruments issued for services and realization of deferred tax assets. Actual results could differ from those estimates.

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s). Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in impairment testing of long term assets, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services and issued with convertible notes, and recognition of deferred tax assets. Actual results could differ from those estimates.

Principles of Consolidation

Principles of Consolidation

 

The Company’s consolidated subsidiaries and/or entities are as follows:

 

Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest 
LXL Influencers, Inc. Delaware July 11, 2017  51%
LiveXLive Tickets, Inc. Delaware April 24, 2017  100%
LXL Studios, Inc. Delaware July 15, 2016  100%
LiveXLive, Corp. Delaware February 24, 2015  100%
KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014  100%
KOKO (Camden) UK Limited England and Wales November 7, 2013  100%

 

The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended. All inter-company balances and transactions have been eliminated.

Principles of Consolidation

 

The Company’s consolidated subsidiaries and/or entities are as follows:

 

Name of consolidated subsidiary or entity State or other 
jurisdiction of
incorporation or 
organization
 Date of 
incorporation or
formation 
(date of acquisition, 
if applicable)
 Attributable 
interest
 
LXL Tickets Delaware April 24, 2017  100%
         
LXL Studios, Inc. Delaware July 15, 2016  100%
         
LiveXLive, Corp. Delaware February 24, 2015  100%
         
KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014  100%
         
KOKO (Camden) UK Limited England and Wales November 7, 2013  100%

 

The Company’s consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of reporting period ending date(s) and for the reporting period(s) then ended, except for LXL Tickets, as it was formed after March 31, 2017. All inter-Company balances and transactions have been eliminated.

Deferred Offering Costs

Deferred Offering Costs

Deferred offering costs consist principally of legal, accounting and underwriters’ fees incurred related to the contemplated underwritten public offering of the Company’s common stock. These deferred offering costs will be charged against the gross proceeds received, or will be charged to expense if the offering is not completed.

 
Fair Value of Financial Instruments  

Fair Value of Financial Instruments

The Company follows the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for disclosures about fair value of its financial instruments and to measure the fair value of its financial instruments. The FASB ASC establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy are described below:

Level 1

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

 

 

Level 2

 

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

 

 

Level 3

 

Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts of the Company’s financial assets and liabilities, including cash, prepaid expenses, accounts payable, accrued expenses, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The fair value of notes payable and convertible notes approximate their fair values since the current interest rates and terms on these obligations are the same as prevailing market rates.

Investment in Unconsolidated Subsidiary Under the Equity Method  

Investment in Unconsolidated Subsidiary Under the Equity Method

 

The Company accounts for investments in which the Company owns more than 20% of the investee using the equity method in accordance with ASC Topic 323, Investments — Equity Method and Joint Ventures. Under the equity method, an investor initially records an investment in the investee at cost, and adjusts the carrying amount of the investment to recognize the investor’s share of the earnings or losses of the investee after the date of acquisition. The amount of the adjustment is included in the determination of net income by the investor, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between investor cost and underlying equity in net assets of the investee at the date of investment. The investment of an investor is also adjusted to reflect the investor’s share of changes in the investee’s capital. Dividends received from an investee reduce the carrying amount of the investment. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred which is other than temporary and which should be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method.

Stock-Based Compensation

Stock-Based Compensation

 

The Company periodically issues stock-based compensation to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock–based compensation grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for stock-based compensation grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock-based compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period. As the stock-based compensation vests, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, stock-based compensation grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

 

The fair value of the Company’s warrant grants is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Stock-Based Compensation

The Company periodically issues restricted stock, options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for restricted stock, options and warrant grants issued and vesting to employees based on the authoritative guidance provided by FASB where the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company accounts for restricted stock, option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. In certain circumstances where there are no future performance requirements by the non-employee, restricted stock and warrant grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

The fair value of the Company’s warrant grants is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the warrants and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. In light of the very limited trading of the Company’s common stock, market value of the shares issued was determined based on the then most recent price per share at which the Company sold common stock in a private placement during the periods then ended.

Income Taxes  

Income Taxes

 

The Company follows the asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

Loss Per Share

Loss Per Share

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants.

At June 30, 2017 and March 31, 2017, the Company had 0 and 50,000 warrants outstanding, respectively, and 1,376,616 and 1,009,442 shares issuable for its convertible notes payable, respectively, which were excluded from the loss per share calculation, as they were anti-dilutive.

Loss Per Share

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the Company. In computing diluted loss per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants.

At March 31, 2017 and 2016, the Company had 50,000 and 1,200,000 warrants outstanding, respectively, and 1,009,442 and 136,753 shares issuable for the Company’s convertible note payables, respectively, which were excluded from the loss per share calculation, as they were anti-dilutive.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

 

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

 

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

 

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company plans to adopt ASU 2017-11 in the third quarter of 2017. The adoption of ASU 2017-11 is not expected to have a material impact on the Company’s financial statements and related disclosures.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

Recently Issued Accounting Pronouncements

 

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.

v3.8.0.1
Significant Accounting Policies and Practices (Tables)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Significant Accounting Policies and Practices [Abstract]    
Schedule of consolidated subsidiaries and/or entities
Name of consolidated subsidiary or entity State or other jurisdiction of incorporation or organization Date of incorporation or formation (date of acquisition, if applicable) Attributable interest 
LXL Influencers, Inc. Delaware July 11, 2017  51%
LiveXLive Tickets, Inc. Delaware April 24, 2017  100%
LXL Studios, Inc. Delaware July 15, 2016  100%
LiveXLive, Corp. Delaware February 24, 2015  100%
KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014  100%
KOKO (Camden) UK Limited England and Wales November 7, 2013  100%
Name of consolidated subsidiary or entity State or other 
jurisdiction of
incorporation or 
organization
 Date of 
incorporation or
formation 
(date of acquisition, 
if applicable)
 Attributable 
interest
 
LXL Tickets Delaware April 24, 2017  100%
         
LXL Studios, Inc. Delaware July 15, 2016  100%
         
LiveXLive, Corp. Delaware February 24, 2015  100%
         
KOKO (Camden) Holdings (US), Inc. Delaware March 17, 2014  100%
         
KOKO (Camden) UK Limited England and Wales November 7, 2013  100%
v3.8.0.1
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Tables)
3 Months Ended
Jun. 30, 2017
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets [Abstract]  
Schedule of preliminary allocation of the purchase price of the assets acquired

Asset Type

 

Fair Value

Fixed Assets

 

$

109,000

Trademark/Trade Name

 

 

431,100

Software

 

 

1,003,600

Customer Relationships

 

 

368,600

Domain Names

 

 

106,400

Goodwill

 

 

1,321,300

Purchase Price

 

$

3,340,000

Schedule of unaudited pro forma results of operations


 

Unaudited Pro-Forma

 

 

Three Months
Ended June 30,
2017

 

Three Months
Ended June 30,
2016

Revenue

 

$

386,020

 

 

$

979,000

 

Cost of revenue

 

 

91,891

 

 

 

247,000

 

Gross Margin

 

 

294,129

 

 

 

732,000

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

2,406,949

 

 

 

1,869,886

 

Related party expenses

 

 

90,000

 

 

 

90,000

 

Total operating expenses

 

 

2,496,949

 

 

 

1,959,886

 

Loss from operations

 

 

(2,202,820

)

 

 

(1,227,886

)

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(634,949

)

 

 

(701,268

)

Earnings from investment in OCHL

 

 

 

 

 

83,184

 

Total other income (expense)

 

 

(634,949

)

 

 

(618,084

)

 

 

 

 

 

 

 

 

 

Net loss

 

$

(2,837,769

)

 

$

(1,845,970

)

 

 

 

 

 

 

 

 

 

Net loss per share – basic and diluted

 

$

(0.08

)

 

$

(0.06

)

 

 

 

 

 

 

 

 

 

Weighted average common shares – basic and diluted

 

 

35,528,121

 

 

 

30,865,639

 

v3.8.0.1
Equity Investment in OCHL (Tables)
12 Months Ended
Mar. 31, 2017
Equity Investments in OCHL [Abstract]  
Schedule of change in investment in affiliate

Balance as of March 31, 2015

 

$

4,478,962

 

50% share of net income for the period

 

 

410,553

 

Balance as of March 31, 2016

 

 

4,889,515

 

50% share of net income for the period

 

 

132,832

 

Balance as of November 24, 2016

 

 

5,022,347

 

Proceeds received

 

 

(2,182,274

)

Liability extinguished

 

 

(50,000

)

Loss recognized

 

$

2,790,073

 

Schedule of net income from OCHL

 

 

Period from
April 1, 2016 to
November 24,
2016

 

Fiscal Year
Ended
March 31,
2016

Revenue

 

$

3,921,204

 

$

6,754,707

Cost of revenue

 

 

546,480

 

 

920,667

Gross profit

 

 

3,374,724

 

 

5,834,040

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

Selling, general and administrative

 

 

2,893,306

 

 

4,613,058

Depreciation and amortization

 

 

74,828

 

 

133,106

Total operating expenses

 

 

2,968,134

 

 

4,746,164

Income from operations before other expenses

 

 

406,590

 

 

1,087,876

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

Interest

 

 

28,002

 

 

45,997

 

 

 

 

 

 

 

Income before provision for taxes

 

 

378,588

 

 

1,041,879

 

 

 

 

 

 

 

Taxes

 

 

112,924

 

 

220,773

Net income

 

$

265,664

 

$

821,105

Schedule of carrying amounts of major classes of assets and liabilities of OCHL

Assets

 

March 31, 2016

Current assets

 

 

 

 

Cash and cash equivalents

 

$

386,009

 

Accounts receivable

 

 

24,743

 

Inventory

 

 

62,548

 

Prepaid expenses and other current assets

 

 

533,128

 

Total current assets

 

 

1,006,429

 

 

 

 

 

 

Other assets

 

 

 

 

Property and equipment, net of accumulated depreciation

 

 

867,975

 

Total assets

 

$

1,874,205

 

 

 

 

 

 

Liabilities and Shareholders’ Deficit

 

 

 

 

Current liabilities

 

 

 

 

Accounts payable

 

$

514,488

 

Taxes payable

 

 

410,504

 

Notes payable, current

 

 

207,978

 

Other accrued liabilities

 

 

460,290

 

Total current liabilities

 

 

1,593,210

 

Deferred rent – noncurrent

 

 

937,459

 

Total liabilities

 

 

2,530,669

 

 

 

 

 

 

Shareholders’ deficit

 

 

(656,464

)

 

 

 

 

 

Total Liabilities and Shareholders’ Deficit

 

$

1,874,205

v3.8.0.1
Property and Equipment (Tables)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Property and Equipment [Abstract]    
Schedule of property plant and equipment
  June 30,
2017
  March 31,
2017
 
Production equipment $104,103  $51,304 
Computer equipment  69,279   42,078 
Software  29,000    
Total property and equipment  202,382   93,382 
         
Accumulated depreciation  (52,746)  (35,975)
Property and equipment, net $149,636  $57,407
  March 31, 
2017
  March 31, 
2016
 
Production equipment $51,304  $51,304 
Computer equipment  42,078   23,125 
Total property and equipment  93,382   74,429 
         
Accumulated depreciation  (35,975)  (11,860)
Property and equipment, net $57,407  $62,569
v3.8.0.1
Intangible Assets (Tables)
3 Months Ended
Jun. 30, 2017
Intangible Assets [Abstract]  
Schedule of intangible assets
    June 30, 2017 
  

Useful life
(years)

 Gross  

Accumulated
amortization

  

Net
book value

 
Trademark/Trade Name 5 $431,100  $(12,300) $418,800 
Software 2  1,003,600   (74,100)  929,500 
Customer Relationships 2  368,600   (21,300)  347,300 
Domain Names 5  106,400   (3,300)  103,100 
               
Total   $1,909,700  $(111,000) $1,798,700
Schedule of estimated future amortization of intangible assets
Year Ending Mar 31,   
2018 – 9 months remaining $595,800 
2019  794,400 
2020  183,600 
2021  108,000 
2022  108,000 
Beyond  8,900 
Total $1,798,700
v3.8.0.1
Notes Payable to Major Stockholder (Tables)
12 Months Ended
Mar. 31, 2017
Notes Payable to Major Stockholder [Abstract]  
Schedule of outstanding notes payable

  March 31,
2017
  March 31,
2016
 
(A) First Senior Note $-  $1,000,000 
(B) Second Senior Note  -   1,784,000 
(C) 6% Unsecured Convertible Note  3,603,446   - 
Total $3,603,446  $2,784,000 

 

 (A) First Senior Note — Trinad Capital Master Fund

On December 31, 2014, the Company entered into a senior convertible promissory note (the “First Senior Note”) with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of 6% per annum on the unpaid principal amount of outstanding advances.

At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was originally due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note:

         On January 27, 2015, the Company and Trinad Capital entered into an amendment to the First Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the First Senior Note was extended to June 30, 2016 and (2) the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing;

         On February 5, 2015, the Company and Trinad Capital amended and restated the First Senior Note, effective as of December 31, 2014, to eliminate the convertibility feature of the note was eliminated in its entirety; and

         On April 21, 2016, the First Senior Note was further amended to extend its maturity date to June 30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the due date of the First Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 381,662 shares of its common stock, with an exercise price of $0.015 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 381,662 warrants were valued at $567,282 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016.

As of March 31, 2016, $1,000,000 of principal was outstanding under the First Senior Note and accrued interest $140,555 is reflected on the consolidated balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $1,197,897 due under this note was exchanged into a convertible note discussed in (C) below.

(B) Second Senior Note — Trinad Capital Master Fund

On April 8, 2015, the Company entered into a second senior promissory note (the “Second Senior Note”) with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note:

         On July 10, 2015, the Second Senior Note was amended and restated to increase the principal amount from $195,500 to the lesser of (i) $1,000,000 (the “Maximum Advance Amount”), or (ii) the aggregate unpaid principal amount of the advances;

         On November 23, 2015, Second Senior Note was amended the Second Senior Note to increase the Maximum Advance Amount to $2,000,000; and

         On April 26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June 30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 735,923 shares of its common stock, with an exercise price of $0.015 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 735,923 warrants issued upon extension of the note were valued at $1,093,832 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016.

The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March 31, 2016. During the year ended March 31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March 31, 2017. As of February 21, 2016, $2,154,100 of principal was outstanding under the Second Senior Note. Accrued interest of $87,048 is reflected on the balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $2,383,180 due under this note was exchanged into a convertible note discussed in (C) below.

(C) 6% Unsecured Convertible Note — Trinad Capital Master Fund

On February 21, 2017, the Company issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital discussed above. This convertible note is due on March 31, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. Additionally, if the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 596,846 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The warrants were exercised on February 28, 2017. The conversion of the First and Second Senior Notes into an unsecured convertible note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 596,846 warrants issued to the noteholder was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the note’s beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, the balance of the note and accrued interest were $3,581,077 and $22,369, respectively.

v3.8.0.1
Related Party Unsecured Convertible Notes Payable (Tables)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Related Party Unsecured Convertible Notes Payable [Abstract]    
Summary of related party unsecured convertible notes payable
  June 30,
2017
  March 31,
2017
 
(A) 6% Unsecured Convertible Note – due March 31, 2018 $51,455  $50,707 
(B) 6% Unsecured Convertible Note – due June 28, 2018  50,008    
Less accumulated amortization of Valuation Discount  (77,585)  (39,039)
Net  23,878   11,668 
Less: Convertible note payable, current  4,771    
Convertible notes payable, long-term $19,107  $11,668 

(A) On January 4, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin, the father of Robert Ellin, our Chairman (formerly with the title Executive Chairman), Chief Executive Officer (formerly with the title President), director and principal stockholder, for total principal amount of $50,000. This note will be due September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 8,333 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,333 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. The balance of the unamortized discount at March 31, 2017 was $39,039. During the three months ended June 30, 2017, the Company amortized $6,690 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $32,349. At June 30, 2017, $50,000 of principal, which includes $1,455 of accrued interest, was outstanding under the Note.

(B) On June 29, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin for total principal amount of $50,000. This note will be due June 28, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 8,333 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,333 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of June 28, 2017, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During the three months ended June 30, 2017, the Company amortized $125 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $45,237. At June 30, 2017, $50,000 of principal, and $8 of accrued interest, was outstanding under the Note.

(A) 6% Unsecured Convertible Note – due September 13, 2018 $  $ 
(B) 6% Unsecured Convertible Note – due on March 31, 2018  50,707    
Less accumulated amortization of Valuation Discount  (39,039)   
Net $11,668  $ 

(A) Convertible Note — JJAT

On August 19, 2016, the Company issued a 6% unsecured convertible note payable to a related party for total principal amount of $55,000. This note was due on September 30, 2018. On December 21, 2016, this note was repaid. Before its maturity, the noteholder had in its sole discretion the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. Additionally, if the Company raised a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputableinstitutional investor in one or more closings prior to the maturity date, the noteholder would will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing.

(B) Convertible Note — Marvin Ellin

On January 4, 2017, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $50,000. This note will be due on September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 8,333 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,333 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During year ended March 31, 2017, the Company amortized $6,323 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $39,039. As of March 31, 2017, $50,000 of principal and $707 of accrued interest was due under the note.


v3.8.0.1
Unsecured Convertible Notes Payable (Tables)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Unsecured Convertible Notes Payable [Abstract]    
Schedule of unsecured convertible notes payable


 

June 30,
2017

 

March 31,
2017

(A) 6% Unsecured Convertible Notes – Due September 30, 2018

 

$

157,126

 

 

$

154,882

 

(B) 6% Unsecured Convertible Notes – Due between January 31, 2018 and September 30, 2018

 

 

1,266,742

 

 

 

1,248,267

 

(C) 6% Unsecured Convertible Notes – Due between January 31, 2018 and
June 28, 2018

 

 

1,714,442

 

 

 

 

Less accumulated amortization of Valuation Discount

 

 

(2,123,043

)

 

 

(1,114,751

)

Net

 

 

1,015,257

 

 

 

288,398

 

Less: convertible notes, current

 

 

685,214

 

 

 

67,858

 

Convertible notes, long term

 

$

330,043

 

 

$

220,540

 

(A) On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $150,000. This note will be due on September 13, 2018. Before the maturity date, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 50,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.015 per share. The aggregate relative fair value of the 50,000 warrants issued to the noteholder was determined to be $93,612 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $1.89, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes’ beneficial conversion feature which will be amortized as interest over the term of the note. The balance of the unamortized discount at March 31, 2017 was $109,259. During the three months ended June 30, 2017, the Company amortized $18,724 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $90,535. As of June 30, 2017, $7,126 of accrued interest was added to the principal balance.

(B) Between November 22, 2016 and March 27, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,235,000. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 205,833 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 205,833 warrants issued to the noteholders was determined to be $560,226 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $2.73 and the market price of the shares on the date of conversion was approximately $5.01 per share, the Company recognized aggregate beneficial conversion features of$560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. The balance of the unamortized discount at March 31, 2017 was $1,005,490. During the three months ended June 30, 2017, the Company amortized $214,784 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $790,706. As of June 30, 2017, $31,742 of accrued interest was added to the principal balance.

(C) Between April 5, 2016 and June 29, 2017, the Company issued ten 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,695,000. The notes are due on various dates through June 29, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 282,500 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 282,500 warrants issued to the noteholders was determined to be $768,893 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $2.73 and the market price of the shares on the date of conversion was approximately $5.01 per share, the Company recognized aggregate beneficial conversion features of $768,893. As a result, the Company recorded a note discount of $1,537,790 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During the three months ended June 30, 2017, the Company amortized $295,983 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $1,241,807. As of June 30, 2017, $19,442 of accrued interest was added to the principal balance.

 

 

 

March 31,
2017

 

March 31,
2016

(A) 8% Unsecured Convertible Notes – Due on January 19, 2018

 

$

 

 

$

200,000

 

(B) 6% Unsecured Convertible Notes – Due on September 13, 2018

 

 

154,882

 

 

 

 

(C) 6% Unsecured Convertible Notes – Due between January 31, 2018 and September 30, 2018

 

 

1,248,267

 

 

 

 

Total

 

 

1,403,149

 

 

 

200,000

Less accumulated amortization of Valuation Discount

 

 

(1,114,751

)

 

 

(89,727

)

Net

 

 

288,398

 

 

 

110,273

 

Less note payable, current

 

 

67,858

 

 

 

 

Notes payable, long-term

 

$

220,540

 

 

$

100,273

 

 (A) On January 19, 2016, the Company issued three 8% unsecured convertible notes payable to investors (the “Lenders”) for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. In addition, the Lenders received 133,333 warrants to purchase shares of the

Company’s common stock at an exercise price of $0.015 per share. The warrants were exercised during the year ended March 31, 2017. The aggregate relative fair value of the 133,333 warrants issued to the Lender was determined to be $99,915 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount upon issuance and was being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727.

On June 6, 2016, the Lenders converted $200,000 of principal and $5,918 of interest into 68,639 shares of the Company’s common stock at a conversion price of $3.00 per share. As the market price of the shares on the date of conversion was approximately $5.01 per share, the Company recognized a beneficial conversion cost of $136,936. As a result of the conversion, the remaining debt discount of $89,727 was fully amortized to interest expense as of the date of conversion.

As an inducement for the conversion, the Lenders were issued 68,640 warrants to purchase shares of the Company’s common stock at an exercise price of $0.015 per share. The aggregate fair value of the 68,640 warrants issued to the Lenders was $341,864 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.20%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). The value of the warrants of $341,864 was considered as additional interest expense upon their issuance. The warrants were exercised immediately into 68,640 shares of the Company’s common stock with net proceeds of $1,030 to the Company.

(B) On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $150,000. This note will be due on September 13, 2018. Before the maturity date, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 50,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.015 per share. The aggregate relative fair value of the 50,000 warrants issued to the noteholder was determined to be $93,612 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $1.89, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes’ beneficial conversion feature which will be amortized as interest over the term of the note. During year ended March 31, 2017, the Company amortized $40,741 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $109,259. As of March 31, 2017, $4,882 accrued interest was added to principal balance.

(C) Between November 22, 2016 and March 27, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,235,000. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convertall outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 205,833 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 205,833 warrants issued to the noteholders was determined to be $560,226 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35 - 1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $2.73 and the market price of the shares on the date of conversion was approximately $5.01 per share, the Company recognized aggregate beneficial conversion features of $560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During year ended March 31, 2017, the Company amortized $114,961 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $1,004,590.

v3.8.0.1
Stockholders' Equity (Deficit) (Tables)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Stockholders' Equity (Deficit) [Abstract]    
Schedule of restricted common stock

 

 

Number of
Shares

 

Weighted
Average Grant
Date Fair Value
Per Share

Non-vested March 31, 2017

 

 

 

$

Issued

 

233,333

 

 

 

5.01

Vested

 

(12,500

)

 

 

5.01

Forfeited

 

 

 

 

Non-vested, June 30, 2017

 

220,833

 

 

$

5.01

 
Schedule of warrant activities

 

 

Number of
Warrants

 

Weighted
Average
Exercise Price

 

Weighted
Average
Remaining
Contractual
Term (Years)

Balance outstanding, March 31, 2017

 

50,000

 

 

$

0.03

 

2.99

Granted

 

290,833

 

 

 

0.03

 

3.07

Exercised

 

(340,833

)

 

 

0.03

 

3.06

Forfeited/expired

 

 

 

 

 

Balance outstanding, June 30, 2017

 

 

 

$

 

Exercisable, June 30, 2017

 

 

 

$

 

 

 

Number of
Warrants

 

Weighted
Average
Exercise
Price

 

Weighted
Average
Remaining
Contractual
Term

Balance outstanding, April 1, 2016

 

1,200,000

 

 

$

0.135

 

 3.21

Granted

 

387,500

 

 

 

 0.015

 

 2.21

Exercised

 

 (387,500

)

 

 

 0.015

 

 4.24

Forfeited/expired

 

 

 

 

 

Balance outstanding, March 31, 2016

 

1,200,000

 

 

 

0.150

 

4.16

Granted

 

2,138,904

 

 

 

0.021

 

2.91

Exercised

 

(3,288,904

)

 

 

0.066

 

3.15

Forfeited/expired

 

 

 

 

 

Balance outstanding, March 31, 2017

 

50,000

 

 

$

0.030

 

2.99

Exercisable, March 31, 2017

 

50,000

 

 

$

0.030

 

2.99

v3.8.0.1
Income Tax Provision (Tables)
12 Months Ended
Mar. 31, 2017
Income Tax Provision [Abstract]  
Schedule of significant components of the company's deferred income tax assets
  2017  2016 
Net operating loss carryforward $6,152,000  $2,708,000 
Stock-based compensation  912,000   343,000 
Impairment of note receivable  85,000   - 
Loss on sale of investment in OCHL  1,116,000   - 
Equity in earnings of OCHL  (53,000)  (164,000)
Total deferred tax assets  8,212,000   2,887,000 
Valuation allowance  (8,212,000)  (2,887,000)
Net deferred tax asset $-  $-
Schedule of reconciliation of the effective income tax rate
  2017  2016 
U.S federal statutory income tax  -34.00%  -34.00%
State tax, net of federal tax benefit  -5.80%  -5.80%
Permanent differences  -65.52%  -%
Change in valuation allowance  105.32%  39.80%
Effective tax rate  0.00%  0.00%
v3.8.0.1
Segment Reporting (Tables)
3 Months Ended
Jun. 30, 2017
Segment Reporting [Abstract]  
Summarized financial information about each segment

Three Months Ended June 30, 2017

 

 

Corporate

 

Live Events

 

Ticketing

 

Total
Consolidated

Revenue

 

$

 

 

$

 

 

$

276,243

 

 

$

276,243

 

Cost of revenue

 

 

 

 

 

 

 

 

78,869

 

 

 

78,869

 

Gross Margin

 

 

 

 

 

 

 

 

197,374

 

 

 

197,374

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

862,354

 

 

 

921,746

 

 

 

503,492

 

 

 

2,287,585

 

Related party expenses

 

 

90,000

 

 

 

 

 

 

 

 

 

90,000

 

Total operating expenses

 

 

1,063,347

 

 

 

921,746

 

 

 

503,492

 

 

 

2,377,585

 

Loss from operations

 

 

(952,347

)

 

 

(921,746

)

 

 

(306,118

)

 

 

(2,180,211

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(634,949

)

 

 

 

 

 

 

 

 

(634,949

)

Total other income (expense)

 

 

(634,949

)

 

 

 

 

 

 

 

 

(634,949

)

Net loss

 

$

(1,587,296

)

 

$

(921,746

)

 

$

(306,118

)

 

$

(2,815,160

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

1,878,136

 

 

$

43,796

 

 

$

3,321,899

 

 

$

5,243,830

v3.8.0.1
Subsequent Events (Tables)
12 Months Ended
Mar. 31, 2017
Subsequent Events [Abstract]  
Schedule of unaudited pro forma balance sheet


 

March 31, 2017

 

 

(unaudited)

Current Assets

 

 

 

 

Cash and cash equivalents

 

$

1,477,229

 

Prepaid expense

 

 

21,569

 

Total Current Assets

 

 

1,498,798

 

Other Assets

 

 

 

 

Property and equipment, net

 

 

175,407

 

Intangibles

 

 

3,222,000

 

Total Assets

 

$

4,896,205

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

 

Current Liabilities:

 

 

 

 

Accounts payable and accrued liabilities

 

$

542,035

 

Note payable

 

 

277,270

 

Note payable, shareholder

 

 

3,603,446

 

Current portion of unsecured convertible notes, net of discount

 

 

67,858

 

Services payable, related party

 

 

239,080

 

Total Current Liabilities

 

 

4,729,689

 

Unsecured convertible notes - related party, net of discount

 

 

11,668

 

Unsecured convertible notes, net of discount and current portion

 

 

220,540

 

Total Liabilities

 

 

4,961,897

 

 

 

 

 

 

Stockholders’ Deficit:

 

 

 

 

Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or
outstanding

 

 

 

Common stock, $0.001 par value; 500,000,000 shares authorized; 35,332,325 shares issued and outstanding.

 

 

35,332

 

Additional paid in capital

 

 

27,994,866

 

Accumulated deficit

 

 

(28,095,890

)

Total stockholders’ deficit

 

 

(65,692

)

Total Liabilities and Stockholders’ Deficit

 

$

4,896,205

Schedule of unaudited pro forma results of operations

 

 

For the Year
Ended
March 31, 2017

 

For the Year
Ended
March 31, 2016

 

 

(unaudited)

 

(unaudited)

Revenue

 

$3,972,000

 

$5,744,000

Cost of revenue

 

 

1,147,000

 

 

 

2,052,000

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

2,825,000

 

 

 

3,692,000

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

9,479,801

 

 

 

7,297,000

 

Related party expenses

 

 

360,000

 

 

 

360,000

 

Total operating expenses

 

 

9,839,801

 

 

 

7,657,000

 

Loss from operations

 

 

(7,014,801

)

 

 

(3,965,000

)

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(497,152

)

 

 

(218,498

)

Other income

 

 

6,667

 

 

 

 

Fair value of warrants issued for note extension and inducement to convert

 

 

(2,002,977

)

 

 

 

Earnings from investment in OCHL

 

 

132,832

 

 

 

410,553

 

Fair value of warrants and beneficial conversion feature on debt conversion

 

 

(3,248,948

)

 

 

 

Fair value of beneficial conversion feature

 

 

(136,936

)

 

 

 

Impairment of note receivable - related party

 

 

(213,331

)

 

 

 

Loss on sale of investment in OCHL

 

 

(2,790,073

)

 

 

 

Total other income (expense)

 

 

(8,749,918

)

 

 

192,055

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(15,764,719

)

 

$

(3,772,945

)

 

 

 

 

 

 

 

 

 

Net Loss per common share – basic and diluted

 

$

(0.47

)

 

$

(0.12

)

 

 

 

 

 

 

 

 

 

Weighted average common shares – basic and diluted

 

 

33,198,735

 

 

 

30,694,265

v3.8.0.1
Organization, Operations and Basis of Presentation (Details) - USD ($)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Mar. 31, 2017
Mar. 31, 2016
Mar. 31, 2015
Organization Operations and Basis of Presentation (Textual)          
Stockholders' deficit $ (797,477)   $ (3,405,692) $ 230,724 $ 2,403,311
Net loss (2,815,160) $ (1,803,970) (14,249,719) (3,746,944)  
Net cash used in operating activities $ (1,462,949) $ (1,220,338) $ (3,123,169) $ (2,999,942)  
Forward stock split In September 2016, the Company's Board of Directors declared a 2-for-1 forward stock split of the Company's common stock in the form of a dividend. In September 2017, the Company's Board of Directors declared a 1-for-3 reverse stock split of the Company's issued and outstanding common stock, which became effective October 16, 2017.   In September 2016, the Company's Board of Directors declared a 2-for-1 forward stock split of the Company's common stock in the form of a dividend. In September 2017, the Company's Board of Directors declared a 1-for-3 reverse stock split of the Company's issued and outstanding common stock, which became effective October 16, 2017.    
v3.8.0.1
Significant Accounting Policies and Practices (Details)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
LiveXLive Tickets, Inc. [Member]    
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]    
Name of consolidated subsidiary or entity LiveXLive Tickets, Inc. LXL Tickets
State or other jurisdiction of incorporation or organization Delaware Delaware
Date of incorporation or formation (date of acquisition, if applicable) Apr. 24, 2017 Apr. 24, 2017
Attributable interest 100.00% 100.00%
LXL Studios, Inc. [Member]    
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]    
Name of consolidated subsidiary or entity LXL Studios, Inc. LXL Studios, Inc.
State or other jurisdiction of incorporation or organization Delaware Delaware
Date of incorporation or formation (date of acquisition, if applicable) Jul. 15, 2016 Jul. 15, 2016
Attributable interest 100.00% 100.00%
LiveXLive, Corp. [Member]    
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]    
Name of consolidated subsidiary or entity LiveXLive, Corp. LiveXLive, Corp.
State or other jurisdiction of incorporation or organization Delaware Delaware
Date of incorporation or formation (date of acquisition, if applicable) Feb. 24, 2015 Feb. 24, 2015
Attributable interest 100.00% 100.00%
KOKO (Camden) Holdings (US), Inc. [Member]    
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]    
Name of consolidated subsidiary or entity KOKO (Camden) Holdings (US), Inc. KOKO (Camden) Holdings (US), Inc.
State or other jurisdiction of incorporation or organization Delaware Delaware
Date of incorporation or formation (date of acquisition, if applicable) Mar. 17, 2014 Mar. 17, 2014
Attributable interest 100.00% 100.00%
KOKO (Camden) UK Limited [Member]    
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]    
Name of consolidated subsidiary or entity KOKO (Camden) UK Limited KOKO (Camden) UK Limited
State or other jurisdiction of incorporation or organization England and Wales England and Wales
Date of incorporation or formation (date of acquisition, if applicable) Nov. 07, 2013 Nov. 07, 2013
Attributable interest 100.00% 100.00%
LXL Influencers, Inc. [Member]    
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]    
Name of consolidated subsidiary or entity LXL Influencers, Inc.  
State or other jurisdiction of incorporation or organization Delaware  
Date of incorporation or formation (date of acquisition, if applicable) Jul. 11, 2017  
Attributable interest 51.00%  
v3.8.0.1
Significant Accounting Policies and Practices (Details Textual) - shares
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Mar. 31, 2016
Significant Accounting Policies and Practices (Textual)      
Warrants outstanding 0 50,000 1,200,000
Anti-dilutive shares issued 1,376,616 1,009,442 136,753
v3.8.0.1
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Details)
May 31, 2017
USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]  
Purchase Price $ 3,340,000
Fixed Assets [Member]  
Acquired Finite-Lived Intangible Assets [Line Items]  
Purchase Price 109,000
Goodwill [Member]  
Acquired Finite-Lived Intangible Assets [Line Items]  
Purchase Price 1,321,300
Trademark/Trade Name [Member]  
Acquired Finite-Lived Intangible Assets [Line Items]  
Purchase Price 431,100
Software [Member]  
Acquired Finite-Lived Intangible Assets [Line Items]  
Purchase Price 1,003,600
Customer Relationships [Member]  
Acquired Finite-Lived Intangible Assets [Line Items]  
Purchase Price 368,600
Domain Names [Member]  
Acquired Finite-Lived Intangible Assets [Line Items]  
Purchase Price $ 106,400
v3.8.0.1
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Details 1) - USD ($)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Mar. 31, 2017
Mar. 31, 2016
Revenue $ 276,243 $ 225,000
Cost of revenue 78,869  
Gross Margin 197,374  
Operating expenses:        
Selling, General and Administrative Expense 2,287,585 1,084,886 5,349,801 3,619,000
Related party expenses 90,000 90,000 360,000 360,000
Total operating expenses 2,377,585 1,174,886 5,709,801 3,979,000
Loss from operations (2,180,211) (1,174,886) (5,484,801) (3,979,000)
Other income (expense):        
Interest expense, net (634,949) (712,268) (512,152) (178,498)
Earnings from investment in OCHL 83,184 132,832 410,553
Total other income (expenses) (634,949) (629,084) (8,764,918) 232,055
Net loss $ (2,815,160) $ (1,803,970) $ (14,249,719) $ (3,746,944)
Net loss per share - basic and diluted $ (0.08) $ (0.06) $ (0.44) $ (0.12)
Weighted average common shares - basic and diluted 35,528,121 30,865,639 32,532,069 30,027,599
Pro Forma [Member]        
Revenue $ 386,020 $ 979,000 $ 3,972,000 $ 5,744,000
Cost of revenue 91,891 247,000 1,147,000 2,052,000
Gross Margin 294,129 732,000 2,825,000 3,692,000
Operating expenses:        
Selling, General and Administrative Expense 2,406,949 1,869,886 9,479,801 7,297,000
Related party expenses 90,000 90,000 360,000 360,000
Total operating expenses 2,496,949 1,959,886 9,839,801 7,657,000
Loss from operations (2,202,820) (1,227,886) (7,014,801) (3,965,000)
Other income (expense):        
Interest expense, net (634,949) (701,268) (497,152) (218,498)
Earnings from investment in OCHL 83,184 132,832 410,553
Total other income (expenses) (634,949) (618,084) (8,749,918) 192,055
Net loss $ (2,837,769) $ (1,845,970) $ (15,764,719) $ (3,772,945)
Net loss per share - basic and diluted $ (0.08) $ (0.06) $ (0.47) $ (0.12)
Weighted average common shares - basic and diluted 35,528,121 30,865,639 33,198,735 30,694,265
v3.8.0.1
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Details Textual) - USD ($)
3 Months Ended 12 Months Ended
May 05, 2017
Jun. 30, 2017
Jun. 30, 2016
Mar. 31, 2017
Mar. 31, 2016
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Textual)          
Common stock shares purchased for total consideration, shares 666,667        
Common stock shares purchased for total consideration, value $ 3,340,000        
Share price $ 5.01        
Annual salary to CEO $ 220,000        
Letter agreement, description The Letter Agreement, dated as of May 5, 2017 (the "Letter Agreement"), entered into among the Company, LXL Tickets and Mr. Schnaier, the parties agreed that, commencing May 5, 2017, Mr. Schnaier will promptly pay for all of LXL Tickets' net losses of its business for each calendar month (or pro rata thereof), up to a total of $100,000 per month, and for any liabilities exceeding $100,000 in the aggregate that arose from April 1, 2017 to May 5, 2017 (inclusive), until the earlier of (x) such time as the Public Offering is consummated or (b) May 5, 2018 (such earlier date as between clause (x) and (y), the "Funding End Date"), and that any salaries or other payments or amounts due under the employment agreements described above shall be included in the calculation of the net loss for the applicable period (collectively, the "Payment Obligation").        
Amortization expenses $ 111,000        
Depreciation expense 16,771        
Revenue of Wantickets   $ 276,243 $ 225,000
Net income loss 4,000,000 $ 195,118      
Payment obligation $ 124,388        
Trinad Capital [Member]          
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Textual)          
Common stock shares purchased for total consideration, shares 666,667        
Common stock shares purchased for total consideration, value $ 15,000        
Annual salary to CEO 160,000        
Net income loss $ 3,000,000        
Maximum [Member]          
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Textual)          
Fixed assets useful lives   5 years      
Minimum [Member]          
Formation of LiveXLive Tickets, Inc. and Acquisition of Wantickets' Assets (Textual)          
Fixed assets useful lives   3 years      
v3.8.0.1
Equity Investment in OCHL (Details) - USD ($)
8 Months Ended 12 Months Ended
Nov. 24, 2016
Mar. 31, 2017
Mar. 31, 2016
Equity Investments in OCHL [Abstract]      
Initial Investment at beggining $ 4,889,515 $ 4,889,515 $ 4,478,962
50% share of net income for the period 132,832   410,553
Initial Investment at ending 5,022,347   4,889,515
Proceeds received (2,182,274)    
Liability extinguished $ (50,000)    
Gain (Loss) on Sale of Investments   $ (2,790,073)
v3.8.0.1
Equity Investment in OCHL (Details 1) - USD ($)
8 Months Ended 12 Months Ended
Nov. 24, 2016
Mar. 31, 2016
Equity Investments in OCHL [Abstract]    
Revenue $ 3,921,204 $ 6,754,707
Cost of revenue 546,480 920,667
Gross profit 3,374,724 5,834,040
Operating expenses    
Selling, general and administrative 2,893,306 4,613,058
Depreciation and amortization 74,828 133,106
Total operating expenses 2,968,134 4,746,164
Income from operations before other expenses 406,590 1,087,876
Other expenses    
Interest 28,002 45,997
Income before provision for taxes 378,588 1,041,879
Taxes 112,924 220,773
Net income $ 265,664 $ 821,105
v3.8.0.1
Equity Investment in OCHL (Details 2)
Mar. 31, 2016
USD ($)
Current assets  
Cash and cash equivalents $ 386,009
Accounts receivable 24,743
Inventory 62,548
Prepaid expenses and other current assets 533,128
Total current assets 1,006,429
Other assets  
Property and equipment, net of accumulated depreciation 867,975
Total assets 1,874,205
Current liabilities  
Accounts payable 514,488
Taxes payable 410,504
Notes payable, current 207,978
Other accrued liabilities 460,290
Total current liabilities 1,593,210
Deferred rent - noncurrent 937,459
Total liabilities 2,530,669
Shareholders' deficit (656,464)
Total Liabilities and Shareholders' Deficit $ 1,874,205
v3.8.0.1
Equity Investment in OCHL (Details Textual) - USD ($)
8 Months Ended 12 Months Ended
Apr. 28, 2014
Nov. 24, 2016
Mar. 31, 2017
Mar. 31, 2016
Jun. 30, 2017
Mar. 31, 2015
Equity Investment in OCHL (Textuals)            
Percentage of equity method ownership         4.02%  
Equity method investment   $ 5,022,347   $ 4,889,515   $ 4,478,962
Due to affiliate       213,331    
Gain (Loss) on Sale of Investments     $ (2,790,073)    
Sale of equity investment   $ 2,182,274        
Loss on impairment of note receivable     $ 213,331    
JJAT Corp. [Member]            
Equity Investment in OCHL (Textuals)            
Number of shares issued 19,333,333          
Equity method investment $ 4,200,000          
Obar Camden Holdings Limited [Member]            
Equity Investment in OCHL (Textuals)            
Percentage of equity method ownership 50.00%          
Equity method investment aggregate cost $ 494,750          
v3.8.0.1
Property and Equipment (Details) - USD ($)
Jun. 30, 2017
Mar. 31, 2017
Mar. 31, 2016
Property, Plant and Equipment [Line Items]      
Total property and equipment $ 202,382 $ 93,382 $ 74,429
Accumulated depreciation (52,746) (35,975) (11,860)
Property and equipment, net 149,636 57,407 62,569
Production Equipment (Member)      
Property, Plant and Equipment [Line Items]      
Total property and equipment 104,103 51,304 51,304
Production equipment [Member]      
Property, Plant and Equipment [Line Items]      
Total property and equipment 69,279 $ 42,078 $ 23,125
Software [Member]      
Property, Plant and Equipment [Line Items]      
Total property and equipment $ 29,000    
v3.8.0.1
Property and Equipment (Details Textual) - USD ($)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Mar. 31, 2017
Mar. 31, 2016
Property and Equipment (Textual)        
Depreciation expense $ 127,771 $ 5,900 $ 24,115 $ 6,336
v3.8.0.1
Intangible Assets (Details)
3 Months Ended
Jun. 30, 2017
USD ($)
Indefinite-lived Intangible Assets [Line Items]  
Intangible assets, Gross $ 1,909,700
Intangible assets, Accumulated amortization (111,000)
Intangible assets, Net book value $ 1,798,700
Trademark/Trade Name [Member]  
Indefinite-lived Intangible Assets [Line Items]  
Intangible assets, Useful life (years) 5 years
Intangible assets, Gross $ 431,100
Intangible assets, Accumulated amortization (12,300)
Intangible assets, Net book value $ 418,800
Software [Member]  
Indefinite-lived Intangible Assets [Line Items]  
Intangible assets, Useful life (years) 2 years
Intangible assets, Gross $ 1,003,600
Intangible assets, Accumulated amortization (74,100)
Intangible assets, Net book value $ 929,500
Customer Relationships [Member]  
Indefinite-lived Intangible Assets [Line Items]  
Intangible assets, Useful life (years) 2 years
Intangible assets, Gross $ 368,600
Intangible assets, Accumulated amortization (21,300)
Intangible assets, Net book value $ 347,300
Domain Names [Member]  
Indefinite-lived Intangible Assets [Line Items]  
Intangible assets, Useful life (years) 5 years
Intangible assets, Gross $ 106,400
Intangible assets, Accumulated amortization (3,300)
Intangible assets, Net book value $ 103,100
v3.8.0.1
Intangible Assets (Details 1)
Jun. 30, 2017
USD ($)
Intangible Assets [Abstract]  
2018 - 9 months remaining $ 595,800
2019 794,400
2020 183,600
2021 108,000
2022 108,000
Beyond 8,900
Total $ 1,798,700
v3.8.0.1
Intangible Assets (Details Textual) - USD ($)
3 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Intangible Assets [Abstract]    
Intangible assets amortization expense $ 111,000 $ 0
v3.8.0.1
Convertible Note Payable, Shareholder (Details) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Feb. 21, 2017
Jun. 30, 2017
Mar. 31, 2017
Mar. 31, 2016
Feb. 21, 2016
Dec. 31, 2014
Convertible Note Payable, Shareholder (Textual)            
Aggregate principal amount     $ 50,000     $ 242,498
Exercise price (in dollars per share)   $ 0.03 $ 5.01 $ 0.005    
Fair value of warrants     $ 1,447,066      
Accrued Interest     34,772 $ 19,542    
Trinad Capital [Member]            
Convertible Note Payable, Shareholder (Textual)            
Fair value of warrants $ 1,624,474          
Debt, description
If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing.
         
Warrants to purchase shares of common stock $ 596,846          
Warrants issued 596,846          
Risk-free interest rate 1.50%          
Dividend yield 0.00%          
Volatility rate 100.00%          
Expected life 3 years          
Conversion price (in dollars per share)         $ 2.73  
Beneficial conversion feature $ 1,624,474 $ 3,657,015 3,248,948      
Accrued Interest $ 3,581,077 $ 75,938 $ 75,938      
v3.8.0.1
Non-Related Party Note Payable (Details) - USD ($)
3 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2014
Non Related Party Note Payable (Textual)        
Aggregate principal amount   $ 50,000   $ 242,498
Accrued Interest   34,772 $ 19,542  
Senior Promissory Note [Member]        
Non Related Party Note Payable (Textual)        
Aggregate principal amount $ 281,429 277,270   $ 242,498
Accrued Interest $ 38,931 $ 34,772    
Debt, description
The payables arose in connection with professional services rendered by attorneys for the Company prior to and through December 31, 2014, and the Note had an original maturity date of December 31, 2015, which was extended to June 30, 2016 or such later date as the lender may agree to in writing.
     
Bears interest       6.00%
v3.8.0.1
Notes Payable to Major Stockholder (Details) - USD ($)
Jun. 30, 2017
Mar. 31, 2017
Mar. 31, 2016
Note payable, shareholder $ 3,657,015 $ 3,603,446 $ 2,784,000
6% Unsecured Convertible Note [Member]      
Note payable, shareholder [1]   3,603,446
First Senior Note [Member]      
Note payable, shareholder [2]   1,000,000
Second Senior Note [Member]      
Note payable, shareholder [3]   $ 1,784,000
[1] (C) 6% Unsecured Convertible Note Trinad Capital Master Fund On February 21, 2017, the Company issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital discussed above. This convertible note is due on March 31, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the board of directors. Additionally, if the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 596,846 warrants to purchase shares of the Company's common stock at an exercise price of $0.03 per share. The warrants were exercised on February 28, 2017. The conversion of the First and Second Senior Notes into an unsecured convertible note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 596,846 warrants issued to the noteholder was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the note's beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, the balance of the note and accrued interest were $3,581,077 and $22,369, respectively.
[2] First Senior Note - Trinad Capital Master Fund On December 31, 2014, the Company entered into a senior convertible promissory note (the "First Senior Note") with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of 6% per annum on the unpaid principal amount of outstanding advances. At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was originally due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note: On January 27, 2015, the Company and Trinad Capital entered into an amendment to the First Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the First Senior Note was extended to June 30, 2016 and (2) the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing; On February 5, 2015, the Company and Trinad Capital amended and restated the First Senior Note, effective as of December 31, 2014, to eliminate the convertibility feature of the note was eliminated in its entirety; and On April 21, 2016, the First Senior Note was further amended to extend its maturity date to June 30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the due date of the First Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 381,662 shares of its common stock, with an exercise price of $0.015 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 381,662 warrants were valued at $567,282 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. As of March 31, 2016, $1,000,000 of principal was outstanding under the First Senior Note and accrued interest $140,555 is reflected on the consolidated balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $1,197,897 due under this note was exchanged into a convertible note discussed in (C) below.
[3] (B) Second Senior Note - Trinad Capital Master Fund On April 8, 2015, the Company entered into a second senior promissory note (the "Second Senior Note") with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note: On July 10, 2015, the Second Senior Note was amended and restated to increase the principal amount from $195,500 to the lesser of (i) $1,000,000 (the "Maximum Advance Amount"), or (ii) the aggregate unpaid principal amount of the advances; On November 23, 2015, Second Senior Note was amended the Second Senior Note to increase the Maximum Advance Amount to $2,000,000; and On April 26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June 30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 735,923 shares of its common stock, with an exercise price of $0.015 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 735,923 warrants issued upon extension of the note were valued at $1,093,832 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March 31, 2016. During the year ended March 31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March 31, 2017. As of February 21, 2016, $2,154,100 of principal was outstanding under the Second Senior Note. Accrued interest of $87,048 is reflected on the balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $2,383,180 due under this note was exchanged into a convertible note discussed in (C) below.
v3.8.0.1
Notes Payable to Major Stockholder (Details Textual) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Sep. 14, 2016
Jun. 06, 2016
Apr. 26, 2016
Apr. 21, 2016
Dec. 31, 2014
Feb. 21, 2017
Aug. 19, 2016
Apr. 30, 2016
Jan. 19, 2016
Jan. 27, 2015
Jun. 30, 2017
Jun. 30, 2016
Mar. 31, 2017
Mar. 31, 2016
Jun. 02, 2016
Feb. 21, 2016
Nov. 23, 2015
Jul. 10, 2015
Apr. 08, 2015
Mar. 31, 2015
Maturity date         Dec. 31, 2015                              
Revised maturity date         Jun. 30, 2016                              
Principal notes payable                     $ 3,657,015   $ 3,603,446 $ 2,784,000            
Accrued Interest                         $ 34,772 $ 19,542            
Exercise price (in dollars per share)                     $ 0.03   $ 5.01 $ 0.005            
Amortization of debt discount                     $ 536,315 $ 344,196 $ 251,750 $ 9,817            
Fair value of warrants                         1,447,066              
Maturity date         Dec. 31, 2015                              
Aggregate principal amount         $ 242,498               50,000              
6% Unsecured Convertible Note [Member]                                        
Terms of conversion feature, description             If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing.   The Company issued three 8% unsecured convertible notes payable to investors (the "Lenders") for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing.                      
Principal notes payable [1]                         $ 3,603,446            
Number of shares issued 50,000 68,639                                    
Exercise price (in dollars per share) $ 5.01 $ 5.01                     $ 0.015              
Amortization of debt discount                           9,818            
Expected life 3 years                       4 years              
Volatility rate 100.00%                       100.00%              
Dividend yield 0.00%                       0.00%              
Risk-free interest rate 0.90%                       1.30%              
Aggregate relative fair value   $ 5,918                     $ 99,915              
Aggregate principal amount $ 50,000 200,000         $ 55,000             $ 200,000            
Beneficial conversion feature   $ 136,936                                    
Conversion price (in dollars per share)   $ 1.00                                    
Warrant [Member]                                        
Number of shares issued 150,000                                      
Exercise price (in dollars per share)         $ 0.01           $ 0.03   $ 0.005 $ 0.01           $ 0.01
Beneficial conversion feature                         $ 45,362              
Warrant [Member] | 6% Unsecured Convertible Note [Member]                                        
Number of shares issued   68,640                       200,000            
Exercise price (in dollars per share)   $ 0.015                       $ 0.01 $ 0.015          
Expected life   3 years                                    
Volatility rate   100.00%                                    
Dividend yield   0.00%                                    
Risk-free interest rate   1.20%                                    
Aggregate relative fair value   $ 341,864                         $ 341,864          
Trinad Capital [Member]                                        
Accrued Interest           $ 3,581,077         $ 75,938   75,938              
Expected life           3 years                            
Warrants issued           596,846                            
Fair value of warrants           $ 1,624,474                            
Volatility rate           100.00%                            
Dividend yield           0.00%                            
Risk-free interest rate           1.50%                            
Beneficial conversion feature           $ 1,624,474         $ 3,657,015   3,248,948              
Conversion price (in dollars per share)                               $ 2.73        
Warrants to purchase shares of common stock           $ 596,846                            
Description of debt          
If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing.
                           
Trinad Capital [Member] | 6% Unsecured Convertible Note [Member]                                        
Principal notes payable                         3,581,077              
Accrued Interest                         22,369              
Exercise price (in dollars per share)           $ 0.03                   0.03        
Maturity date           Mar. 31, 2018                            
Remaining management service payable           $ 1,624,474                            
Volatility rate           100.00%                            
Dividend yield           0.00%                            
Risk-free interest rate           1.50%                            
Aggregate relative fair value           $ 1,790,539             3,248,948              
Conversion price (in dollars per share)                               $ 0.91        
Warrants to purchase shares of common stock           $ 596,846                            
Description of debt           If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, Trinad Capital will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing.                            
Trinad Capital [Member] | Warrant [Member]                                        
Accrued Interest                           $ 140,555            
Number of shares issued               1,117,585                        
Exercise price (in dollars per share)               $ 0.015                        
Principal notes payable                           1,000,000            
Aggregate principal amount         $ 700,000                              
First Senior Note [Member]                                        
Principal notes payable [2]                         1,000,000            
First Senior Note [Member] | As Restated [Member] | 6% Unsecured Convertible Note [Member]                                        
Principal notes payable                                       $ 825,000
First Senior Note [Member] | Trinad Capital [Member]                                        
Revised maturity date                         Jun. 30, 2017              
Principal notes payable                           1,000,000            
Accrued Interest         70,151               $ 0 140,555            
Exercise price (in dollars per share)       $ 0.01                                
Aggregate principal amount         $ 1,000,000 $ 1,197,897                            
Interest rate of per annum         6.00%                              
First Senior Note [Member] | Trinad Capital [Member] | 6% Unsecured Convertible Note [Member]                                        
Aggregate principal amount           $ 3,581,077                            
Interest rate of per annum           6.00%                            
First Senior Note [Member] | Trinad Capital [Member] | Warrant [Member]                                        
Number of shares issued       381,662                                
Exercise price (in dollars per share)       $ 0.015                                
Expiration date       Apr. 21, 2020                                
Expected life       4 years                                
Warrants issued       381,662                                
Volatility rate       100.00%                                
Dividend yield       0.00%                                
Risk-free interest rate       1.30%                                
Aggregate relative fair value       $ 567,282                                
First Senior Note [Member] | Trinad Management LLC [Member]                                        
Converted value in excess of principal         $ 1,000,000         $ 5,000,000                    
Terms of conversion feature, description                  
The conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing.
                   
Maturity date                   Jun. 30, 2016                    
First Senior Note [Member] | Trinad Management LLC [Member] | Warrant [Member]                                        
Number of shares issued       381,662                                
Exercise price (in dollars per share)       $ 0.005                                
Expected life       4 years                                
Warrants issued       381,662                                
Volatility rate       100.00%                                
Dividend yield       0.00%                                
Risk-free interest rate       1.30%                                
Aggregate relative fair value       $ 567,282                                
Second Senior Note [Member]                                        
Principal notes payable [3]                         $ 1,784,000            
Second Senior Note [Member] | As Restated [Member] | 6% Unsecured Convertible Note [Member]                                        
Principal notes payable                                      
Second Senior Note [Member] | Trinad Capital [Member]                                        
Maturity date                           Jun. 30, 2016            
Revised maturity date                         Jun. 30, 2017              
Principal notes payable                           $ 1,784,000   $ 2,154,100        
Accrued Interest                           87,048            
Exercise price (in dollars per share)     $ 0.01                                  
Principal notes payable                           1,784,000            
Aggregate principal amount     $ 3,000,000     $ 2,383,180               $ 1,784,000     $ 2,000,000 $ 1,000,000 $ 195,500  
Interest rate of per annum                                     8.00%  
Second Senior Note [Member] | Trinad Capital [Member] | 6% Unsecured Convertible Note [Member]                                        
Aggregate principal amount           $ 3,581,077                            
Interest rate of per annum           6.00%                            
Second Senior Note [Member] | Trinad Capital [Member] | Warrant [Member]                                        
Revised maturity date     Jun. 30, 2017                                  
Number of shares issued     735,923                                  
Exercise price (in dollars per share)     $ 0.015                                  
Expiration date     Apr. 21, 2020                                  
Expected life     4 years                                  
Warrants issued     735,923                                  
Fair value of warrants     $ 1,093,832                                  
Repayment of notes payable                         $ 450,000              
Maturity date     Jun. 30, 2017                                  
Volatility rate     100.00%                                  
Dividend yield     0.00%                                  
Risk-free interest rate     1.30%                                  
Aggregate principal amount     $ 3,000,000                   $ 820,100              
Second Senior Note [Member] | Trinad Capital [Member] | As Restated [Member]                                        
Aggregate principal amount                                   $ 195,500    
[1] (C) 6% Unsecured Convertible Note Trinad Capital Master Fund On February 21, 2017, the Company issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital discussed above. This convertible note is due on March 31, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the board of directors. Additionally, if the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 596,846 warrants to purchase shares of the Company's common stock at an exercise price of $0.03 per share. The warrants were exercised on February 28, 2017. The conversion of the First and Second Senior Notes into an unsecured convertible note and warrants was considered to be a debt restructuring that is accounted for as a debt extinguishment. The aggregate relative fair value of the 596,846 warrants issued to the noteholder was determined to be $1,624,474 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $1,624,474. The relative fair value of the warrants and the note's beneficial conversion feature totaling $3,248,948 was expensed as of March 31, 2017. At March 31, 2017, the balance of the note and accrued interest were $3,581,077 and $22,369, respectively.
[2] First Senior Note - Trinad Capital Master Fund On December 31, 2014, the Company entered into a senior convertible promissory note (the "First Senior Note") with Trinad Capital allowing for advances up to a maximum loan amount of $1,000,000, plus interest at the rate of 6% per annum on the unpaid principal amount of outstanding advances. At the time the First Senior Note was made, Trinad Capital advanced $700,000 to the Company and had accrued $70,151 in unpaid interest. Pursuant to the terms of the Senior Note, all outstanding unpaid principal and accrued interest was originally due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing unless, prior to such date, the First Senior Note has been repaid in full or Trinad Capital elects to convert all or any portion of the then-outstanding loan balance into common stock of the Company in connection with the Company consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note: On January 27, 2015, the Company and Trinad Capital entered into an amendment to the First Senior Note, effective as of December 31, 2014, pursuant to which: (1) the term of the First Senior Note was extended to June 30, 2016 and (2) the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing was amended to be the price per share equal to the average price per share paid by investors in such equity financing; On February 5, 2015, the Company and Trinad Capital amended and restated the First Senior Note, effective as of December 31, 2014, to eliminate the convertibility feature of the note was eliminated in its entirety; and On April 21, 2016, the First Senior Note was further amended to extend its maturity date to June 30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the due date of the First Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 381,662 shares of its common stock, with an exercise price of $0.015 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 381,662 warrants were valued at $567,282 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. As of March 31, 2016, $1,000,000 of principal was outstanding under the First Senior Note and accrued interest $140,555 is reflected on the consolidated balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $1,197,897 due under this note was exchanged into a convertible note discussed in (C) below.
[3] (B) Second Senior Note - Trinad Capital Master Fund On April 8, 2015, the Company entered into a second senior promissory note (the "Second Senior Note") with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of eight percent (8%) per annum and all outstanding unpaid principal and accrued interest is due and payable on June 30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date this note has been prepaid in full. During the year ended March 31, 2016, Trinad Capital made advances to the Company totaling $1,784,000. Subsequent to the making of the Second Senior Note: On July 10, 2015, the Second Senior Note was amended and restated to increase the principal amount from $195,500 to the lesser of (i) $1,000,000 (the "Maximum Advance Amount"), or (ii) the aggregate unpaid principal amount of the advances; On November 23, 2015, Second Senior Note was amended the Second Senior Note to increase the Maximum Advance Amount to $2,000,000; and On April 26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June 30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June 30, 2017, the Company issued to Trinad Capital warrants to purchase 735,923 shares of its common stock, with an exercise price of $0.015 per share and expiration date of April 21, 2020. During the fiscal year ended March 31, 2017, these warrants were fully exercised. The aggregate fair value of the 735,923 warrants issued upon extension of the note were valued at $1,093,832 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The maturity date extension was considered to be a debt restructuring that is accounted for as a debt extinguishment. Therefore, the value of the warrants was expensed as of April 21, 2016. The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March 31, 2016. During the year ended March 31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March 31, 2017. As of February 21, 2016, $2,154,100 of principal was outstanding under the Second Senior Note. Accrued interest of $87,048 is reflected on the balance sheet as accrued interest payable, related party as of March 31, 2016. On February 21, 2017, aggregate principal and accrued interest of $2,383,180 due under this note was exchanged into a convertible note discussed in (C) below.
v3.8.0.1
Note Payable (Details) - USD ($)
Dec. 31, 2014
Mar. 31, 2017
Mar. 31, 2016
Mar. 31, 2015
Short-term Debt [Line Items]        
Aggregate principal amount $ 242,498 $ 50,000    
Note bears interest       6.00%
Maturity date Dec. 31, 2015      
Revised maturity date Jun. 30, 2016      
Note payable   277,270 $ 262,040  
Accrued Interest   $ 34,772 $ 19,542  
v3.8.0.1
Related Party Unsecured Convertible Notes Payable (Details) - USD ($)
Jun. 30, 2017
Mar. 31, 2017
Mar. 31, 2016
Debt Instrument [Line Items]      
Principal notes payable   $ 1,403,149 $ 200,000
Less accumulated amortization of Valuation Discount $ (77,585) (39,039)
Net 23,878 11,668
Less: Convertible note payable, current 4,771  
Convertible notes payable, long-term 19,107 11,668
(A) 6% Unsecured Convertible Note      
Debt Instrument [Line Items]      
Principal notes payable [1] 51,455 50,707
(B) 6% Unsecured Convertible Note      
Debt Instrument [Line Items]      
Principal notes payable [2] $ 50,008
[1] (B) Convertible Note Marvin Ellin On January 4, 2017, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $50,000. This note will be due on September 13, 2018. Before its maturity, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 8,333 warrants to purchase shares of the Company's common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,333 warrants issued to the investor was determined to be $22,681 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2017, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note. During year ended March 31, 2017, the Company amortized $6,323 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $39,039. As of March 31, 2017, $50,000 of principal and $707 of accrued interest was due under the note.
[2] (A) Convertible Note JJAT On August 19, 2016, the Company issued a 6% unsecured convertible note payable to a related party for total principal amount of $55,000. This note was due on September 30, 2018. On December 21, 2016, this note was repaid. Before its maturity, the noteholder had in its sole discretion the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the board of directors. Additionally, if the Company raised a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the noteholder would will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing.
v3.8.0.1
Related Party Unsecured Convertible Notes Payable (Details Textual) - USD ($)
1 Months Ended 12 Months Ended
Jan. 04, 2017
Jun. 29, 2017
Aug. 19, 2016
Mar. 31, 2017
Jun. 30, 2017
Mar. 31, 2016
Dec. 31, 2014
Related Party Unsecured Convertible Notes Payable (Textual)              
Principal amount       $ 50,000     $ 242,498
Exercise price (in dollars per share)       $ 5.01 $ 0.03 $ 0.005  
Unamortized debt discount       $ 39,039 $ 77,585  
(A) 6% Unsecured Convertible Note [Member]              
Related Party Unsecured Convertible Notes Payable (Textual)              
Principal amount $ 50,000   $ 55,000        
Unsecured convertible note payable 6.00%   6.00%        
Unsecured convertible note payable due Sep. 13, 2018     Sep. 30, 2018      
Aggregate in gross proceeds $ 5,000,000     $ 5,000,000      
Financing issuance price 75.00%     75.00%      
Exercise price (in dollars per share) $ 0.01            
Shares issued during the period 8,333            
Number of shares of aggregate relative fair value 8,333            
Aggregate relative fair value $ 22,681            
Risk-free interest rate 1.50%            
Dividend yield 0.00%            
Volatility rate 100.00%            
Expected life 3 years            
Terms of conversion feature, description
The effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note.
           
Conversion of amortized to interest expense $ 6,690            
Unamortized debt discount 32,349     $ 39,039      
Accrued interest $ 1,455            
(B) 6% Unsecured Convertible Note [Member]              
Related Party Unsecured Convertible Notes Payable (Textual)              
Principal amount   $ 50,000          
Unsecured convertible note payable   6.00%          
Unsecured convertible note payable due   Jun. 28, 2018   Sep. 13, 2018      
Aggregate in gross proceeds   $ 5,000,000   $ 5,000,000      
Financing issuance price   75.00%   75.00%      
Exercise price (in dollars per share)   $ 0.01   $ 0.01      
Shares issued during the period   8,333   25,000      
Number of shares of aggregate relative fair value   8,333   25,000      
Aggregate relative fair value   $ 22,681   $ 22,681      
Risk-free interest rate   1.50%   1.50%      
Dividend yield   0.00%   0.00%      
Volatility rate   100.00%   100.00%      
Expected life   3 years   3 years      
Terms of conversion feature, description  
The effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note.
  The effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $22,681. The aggregate value of the warrants and beneficial conversion feature of $45,362 was considered as debt discount upon issuance and will be amortized as interest over the term of the note or in full upon the conversion of the note.      
Conversion of amortized to interest expense   $ 125   $ 6,323      
Unamortized debt discount   45,237   39,039      
Accrued interest   $ 8   $ 707      
v3.8.0.1
Unsecured Convertible Notes Payable (Details) - USD ($)
Jun. 30, 2017
Mar. 31, 2017
Sep. 14, 2016
Mar. 31, 2016
Debt Instrument [Line Items]        
Principal notes payable   $ 1,403,149   $ 200,000
Less accumulated amortization of Valuation Discount $ 77,585 39,039  
Net 1,015,257 288,398   110,273
Less: Convertible note payable, current 685,214 67,858  
Convertible notes payable, long-term 330,043 220,540   110,273
8% Unsecured Convertible Notes - Due on January 19, 2018 [Member]        
Debt Instrument [Line Items]        
Principal notes payable 1,714,442 [1] [2]   200,000 [2]
Less accumulated amortization of Valuation Discount 90,535 109,259 $ 150,000  
6% Unsecured Convertible Notes - Due on September 13, 2018 [Member]        
Debt Instrument [Line Items]        
Principal notes payable [3] 157,126 154,882  
Less accumulated amortization of Valuation Discount   109,259    
6% Unsecured Convertible Notes - Due between January 31, 2018 and September 30, 2018 [Member]        
Debt Instrument [Line Items]        
Principal notes payable [4] 1,266,742 1,248,267  
Less accumulated amortization of Valuation Discount $ 1,241,807 $ 1,004,590    
[1] Between April 5, 2016 and June 29, 2017, the Company issued ten 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,695,000. The notes are due on various dates through June 29, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 847,500 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 847,500 warrants issued to the noteholders was determined to be $768,893 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $768,893. As a result, the Company recorded a note discount of $1,537,790 to account for the relative fair values of the warrants and the notes' beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During the three months ended June 30, 2017, the Company amortized $295,983 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $1,241,807. As of June 30, 2017, $19,442 of accrued interest was added to the principal balance.
[2] On January 19, 2016, the Company issued three 8% unsecured convertible notes payable to investors (the "Lenders") for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. In addition, the Lenders received 400,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The warrants were exercised during the year ended March 31, 2017. The aggregate relative fair value of the 400,000 warrants issued to the Lender was determined to be $99,915 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount upon issuance and was being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727. On June 6, 2016, the Lenders converted $200,000 of principal and $5,918 of interest into 205,918 shares of the Company's common stock at a conversion price of $1 per share. As the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized a beneficial conversion cost of $136,936. As a result of the conversion, the remaining debt discount of $89,727 was fully amortized to interest expense as of the date of conversion. As an inducement for the conversion, the Lenders were issued 205,920 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The aggregate fair value of the 205,920 warrants issued to the Lenders was $341,864 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.20%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). The value of the warrants of $341,864 was considered as additional interest expense upon their issuance. The warrants were exercised immediately into 205,920 shares of the Company's common stock with net proceeds of $1,030 to the Company.
[3] On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $150,000. This note will be due on September 13, 2018. Before the maturity date, the noteholder shall in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 150,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The aggregate relative fair value of the 150,000 warrants issued to the noteholder was determined to be $93,612 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $0.63, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes' beneficial conversion feature which will be amortized as interest over the term of the note. During year ended March 31, 2017, the Company amortized $40,741 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $109,259. As of March 31, 2017, $4,882 accrued interest was added to principal balance.
[4] Between November 22, 2016 and March 27, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,235,000. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 617,500 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 617,500 warrants issued to the noteholders was determined to be $560,226 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes' beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During year ended March 31, 2017, the Company amortized $114,961 of such discount to interest expense, and the unamortized discount as of March 31, 2017 was $1,004,590.
v3.8.0.1
Unsecured Convertible Notes Payable (Details Textual) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Nov. 22, 2016
Sep. 14, 2016
Jun. 06, 2016
Jun. 29, 2017
Aug. 19, 2016
Jan. 19, 2016
Jun. 30, 2017
Mar. 31, 2017
Mar. 31, 2016
Dec. 31, 2014
Unsecured Convertible Notes Payable (Textual)                    
Aggregate principal amount               $ 50,000   $ 242,498
Exercise price (in dollars per share)             $ 0.03 $ 5.01 $ 0.005  
Unamortized debt discount             $ 77,585 $ 39,039  
6% Unsecured Convertible Note [Member]                    
Unsecured Convertible Notes Payable (Textual)                    
Aggregate principal amount   $ 50,000 $ 200,000   $ 55,000       200,000  
Exercise price (in dollars per share)   $ 5.01 $ 5.01         $ 0.015    
Unamortized debt discount   $ 150,000         $ 90,535 $ 109,259    
Unsecured convertible note payable due             Sep. 13, 2018      
Aggregate in gross proceeds             $ 5,000,000      
Financing issuance price   75.00%                
Shares issued during the period   50,000 68,639              
Number of shares of aggregate relative fair value               133,333    
Aggregate relative fair value     $ 5,918         $ 99,915    
Risk-free interest rate   0.90%           1.30%    
Dividend yield   0.00%           0.00%    
Volatility rate   100.00%           100.00%    
Expected life   3 years           4 years    
Terms of conversion feature, description         If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. The Company issued three 8% unsecured convertible notes payable to investors (the "Lenders") for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing.        
Conversion of amortized to interest expense   $ 56,388 $ 136,936       18,724   $ 9,818  
Accrued interest             7,126      
Conversion price (in dollars per share)     $ 1.00              
Unsecured Debt One [Member]                    
Unsecured Convertible Notes Payable (Textual)                    
Aggregate principal amount $ 1,235,000                  
Exercise price (in dollars per share) $ 5.01                  
Unamortized debt discount             $ 790,706 $ 1,005,490    
Unsecured convertible note payable due Sep. 30, 2018                  
Aggregate in gross proceeds $ 5,000,000             $ 1,030    
Financing issuance price 75.00%             75.00%    
Shares issued during the period 205,833                  
Number of shares of aggregate relative fair value 205,833 150,000           68,640    
Aggregate relative fair value $ 560,226 $ 93,612           $ 341,864    
Risk-free interest rate               1.20%    
Dividend yield 0.00%             0.00%    
Volatility rate 100.00%             100.00%    
Expected life 3 years             3 years    
Terms of conversion feature, description The effective conversion price was $2.73 and the market price of the shares on the date of conversion was approximately $5.01 per share, the Company recognized aggregate beneficial conversion features of $560,226. As a result, the Company recorded a note discount of $1,120,450 to account for the relative fair values of the warrants and the notes' beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. The effective conversion price was $1.89, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $56,388. As a result, the Company recorded a note discount of $150,000 to account for the relative fair value of the warrants and the notes' beneficial conversion feature which will be amortized as interest over the term of the note.         214,784      
Conversion of amortized to interest expense               $ 40,741    
Accrued interest             $ 31,742 4,882    
Unsecured Debt One [Member] | Maximum [Member]                    
Unsecured Convertible Notes Payable (Textual)                    
Risk-free interest rate             1.53%      
Unsecured Debt One [Member] | Minimum [Member]                    
Unsecured Convertible Notes Payable (Textual)                    
Risk-free interest rate             1.35%      
Unsecured Debt Two [Member]                    
Unsecured Convertible Notes Payable (Textual)                    
Aggregate principal amount       $ 1,695,000            
Unamortized debt discount             $ 1,241,807 1,004,590    
Unsecured convertible note payable       6.00%            
Unsecured convertible note payable due             Jun. 29, 2018      
Aggregate in gross proceeds             $ 5,000,000      
Financing issuance price             75.00%      
Shares issued during the period             282,500      
Number of shares of aggregate relative fair value             282,500      
Aggregate relative fair value             $ 768,893      
Dividend yield             0.00%      
Volatility rate             100.00%      
Expected life             3 years      
Terms of conversion feature, description             The effective conversion price was $2.73 and the market price of the shares on the date of conversion was approximately $5.01 per share, the Company recognized aggregate beneficial conversion features of $768,893. As a result, the Company recorded a note discount of $1,537,790 to account for the relative fair values of the warrants and the notes' beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes.      
Conversion of amortized to interest expense             $ 295,983 $ 114,961    
Accrued interest             $ 19,442      
Unsecured Debt Two [Member] | Maximum [Member]                    
Unsecured Convertible Notes Payable (Textual)                    
Risk-free interest rate             1.53%      
Unsecured Debt Two [Member] | Minimum [Member]                    
Unsecured Convertible Notes Payable (Textual)                    
Risk-free interest rate             1.35%      
v3.8.0.1
Related Party Transactions (Details) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Sep. 14, 2016
Apr. 26, 2016
Apr. 21, 2016
Dec. 31, 2014
Sep. 23, 2011
Aug. 25, 2016
Apr. 30, 2016
Jan. 27, 2015
Jun. 30, 2017
Jun. 30, 2016
Mar. 31, 2017
Mar. 31, 2016
May 31, 2017
Feb. 21, 2017
Nov. 23, 2015
Jul. 10, 2015
Apr. 08, 2015
Mar. 31, 2015
Related Party Transactions (Textual)                                    
Exercise price (in dollars per share)                 $ 0.03   $ 5.01 $ 0.005            
Due to producers                 $ 205,096   $ 117,124            
Aggregate principal amount       $ 242,498             $ 50,000              
Other assets                 $ 15,000                  
Equity investment percentage                 4.02%                  
Warrant [Member]                                    
Related Party Transactions (Textual)                                    
Number of shares issued 150,000                                  
Exercise price (in dollars per share)       $ 0.01         $ 0.03   $ 0.005 $ 0.01           $ 0.01
Expiration period                 3 years 4 years                
Trinad LLC [Member]                                    
Related Party Transactions (Textual)                                    
Management service fee                 $ 90,000 $ 90,000                
Management service payable                 $ 30,000                  
Due to producers                         $ 750,000          
Trinad LLC [Member] | First Senior Note [Member]                                    
Related Party Transactions (Textual)                                    
Converted value in excess of principal       $ 1,000,000       $ 5,000,000                    
Trinad LLC [Member] | Warrant [Member] | First Senior Note [Member]                                    
Related Party Transactions (Textual)                                    
Number of shares issued     381,662                              
Exercise price (in dollars per share)     $ 0.005                              
Mr. Robert Ellin [Member]                                    
Related Party Transactions (Textual)                                    
Due to producers                     $ 0 $ 117,124            
Trinad Capital [Member] | First Senior Note [Member]                                    
Related Party Transactions (Textual)                                    
Exercise price (in dollars per share)     $ 0.01                              
Aggregate principal amount       1,000,000                   $ 1,197,897        
Trinad Capital [Member] | Second Senior Note [Member]                                    
Related Party Transactions (Textual)                                    
Exercise price (in dollars per share)   $ 0.01                                
Principal notes payable                       1,784,000            
Aggregate principal amount   $ 3,000,000                   1,784,000   $ 2,383,180 $ 2,000,000 $ 1,000,000 $ 195,500  
Trinad Capital [Member] | Second Senior Note [Member] | As Restated [Member]                                    
Related Party Transactions (Textual)                                    
Aggregate principal amount                               $ 195,500    
Trinad Capital [Member] | Warrant [Member]                                    
Related Party Transactions (Textual)                                    
Number of shares issued             1,117,585                      
Exercise price (in dollars per share)             $ 0.015                      
Principal notes payable                       1,000,000            
Aggregate principal amount       $ 700,000                            
Trinad Capital [Member] | Warrant [Member] | First Senior Note [Member]                                    
Related Party Transactions (Textual)                                    
Number of shares issued     381,662                              
Exercise price (in dollars per share)     $ 0.015                              
Trinad Capital [Member] | Warrant [Member] | Second Senior Note [Member]                                    
Related Party Transactions (Textual)                                    
Number of shares issued   735,923                                
Exercise price (in dollars per share)   $ 0.015                                
Repayment of notes payable                     450,000              
Aggregate principal amount   $ 3,000,000                 820,100              
Management Services Agreement [Member] | Trinad LLC [Member]                                    
Related Party Transactions (Textual)                                    
Management service fee         $ 2,080,000           360,000 360,000            
Management service payable         90,000           30,000              
Due to producers         $ 1,000,000           239,080 $ 1,000,000            
Agreement term         3 years                          
Repayment of notes payable                     $ 750,000              
Management Services Agreement [Member] | Trinad LLC [Member] | Warrant [Member]                                    
Related Party Transactions (Textual)                                    
Number of shares issued           716,216                        
Exercise price (in dollars per share)           $ 0.225                        
Expiration period         10 years                          
Amortized period         3 years                          
Management Services Agreement [Member] | Trinad LLC [Member] | Warrant 1 [Member]                                    
Related Party Transactions (Textual)                                    
Number of shares issued         750,000                          
Exercise price (in dollars per share)         $ 0.225                          
v3.8.0.1
Commitments and Contingencies (Details) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
May 05, 2017
Sep. 22, 2016
May 20, 2016
Mar. 03, 2016
Apr. 28, 2014
Jul. 17, 2017
Nov. 24, 2016
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2014
Commitments and Contingencies (Textual)                    
Name of plaintiff     Mr. Oliver Bengough.              
Name of defendant     OCHL, OCL, KOKO UK and Mr. Ellin (collectively, the "Respondents").              
Domicile of litigation     High Court of Justice, Chancery Division (the "Court").              
Description of allegations     In the Petition, Mr. Bengough claimed, among other things, certain breaches of duty by Mr. Ellin in connection with the corporate operations of the Respondents, as well as a "deterioration" of the relationship between the parties. OCHL was formed by OCL's stockholders for the sole purpose of acquiring all of the registered and contributed capital of OCL, is a 50%-owned subsidiary of the Company and is the former parent of OCL.              
Aggregate principal amount                 $ 50,000 $ 242,498
Payment of acquisition of promotional rights                 $ 350,000  
Description of promotional rights acquiries               The Company is obligated under three licenses, production and/or distribution agreements to make guaranteed payments as follows: $700,000 for the fiscal year ended March 31, 2018, and $475,000 for the fiscal year ended March 31, 2019. The agreements also provide for a revenue share of 35-50% of capital and net revenues. In addition, there are two other agreements that provide for a revenue share of 50% on net revenues, but no guaranteed payments.    
Plaintiffs seeking damages       $ 300,000            
Jjat Corp [Member]                    
Commitments and Contingencies (Textual)                    
Number of shares issued         19,333,333          
BTG Financial Consulting LLP [Member]                    
Commitments and Contingencies (Textual)                    
Description of agreement terms            
The parties and that its analysis yielded that the value of the ordinary shares of OCHL is $4,455,833 (£3,612,057), therefore entitling the Company to $2,182,274 (£1,769,029) (or 50% of the value) minus $45,643 (£37,000) (as agreed to by the parties).
     
Common stock [Member]                    
Commitments and Contingencies (Textual)                    
Number of shares issued               666,667    
Wantickets [Member]                    
Commitments and Contingencies (Textual)                    
Number of shares issued 66,667                  
Wantickets [Member] | Subsequent Event [Member]                    
Commitments and Contingencies (Textual)                    
Proceeds against for demand arbitration           $ 155,633        
Settlement Agreement [Member] | Messrs. Ellin and Bengough [Member] | Deferred Ordinary Shares [Member] | KOKO (Camden) UK Limited [Member]                    
Commitments and Contingencies (Textual)                    
Number of shares sold   2,750                
Settlement Agreement [Member] | Messrs. Ellin and Bengough [Member] | Common stock [Member] | KOKO (Camden) UK Limited [Member]                    
Commitments and Contingencies (Textual)                    
Number of shares sold   48,878                
Settlement Agreement [Member] | Escrow Agent [Member] | Litigation Case [Member] | BTG Financial Consulting LLP [Member]                    
Commitments and Contingencies (Textual)                    
Description of valuation report            
The parties and that its analysis yielded that the value of the ordinary shares of OCHL is £3,612,057, therefore entitling us to £1,769,029 (or 50% of the value) minus £37,000 (the "Final Sale Price").
     
v3.8.0.1
Equity Incentive Plan (Details)
Aug. 29, 2016
shares
2016 Equity Incentive Plan (the "2016 Plan") [Member] | Board of Directors [Member]  
Equity Incentive Plan (Textual)  
Common stock for issuance 7,600,000
v3.8.0.1
Stockholders' Equity (Deficit) (Details) - Restricted Stock [Member]
3 Months Ended
Jun. 30, 2017
$ / shares
shares
Number of Shares  
Non-vested, Number of Shares, March 31, 2017 | shares
Number of Shares, Issued | shares 233,333
Number of Shares, Vested | shares (12,500)
Number of Shares, Forfeited | shares
Non-vested, Number of Shares, June 30, 2017 | shares 220,833
Weighted Average Grant Date Fair Value Per Share  
Non-vested, Weighted Average Grant Date Fair Value Per Share, March 31, 2017 | $ / shares
Weighted Average Grant Date Fair Value Per Share, Issued | $ / shares 5.01
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares 5.01
Weighted Average Grant Date Fair Value Per Share, Forfeited | $ / shares
Non-vested, Weighted Average Grant Date Fair Value Per Share, June 30, 2017 | $ / shares $ 5.01
v3.8.0.1
Stockholders' Equity (Deficit) (Details 1) - Warrant [Member] - $ / shares
3 Months Ended 12 Months Ended
Jun. 30, 2017
Mar. 31, 2017
Mar. 31, 2016
Number of Warrants      
Balance outstanding, begining 50,000 1,200,000 1,200,000
Granted 290,833 2,138,904 387,500
Exercised (340,833) (3,288,904) (387,500)
Forfeited/expired
Balance outstanding, ending 50,000 1,200,000
Exercisable, ending 50,000 1,800,000
Weighted Average Exercise Price      
Granted $ 0.03 $ 0.021 $ 0.135
Exercised 0.03 0.066 0.015
Forfeited/expired 0.03
Exercisable, ending $ 0.030 $ 0.150
Weighted Average Remaining Contractual Term (Years)      
Balance outstanding, Begining 2 years 11 months 26 days 2 years 11 months 26 days 4 years 1 month 27 days
Granted 3 years 26 days 2 years 10 months 28 days 2 years 2 months 16 days
Exercised 3 years 22 days 3 years 1 month 24 days 4 years 2 months 27 days
Forfeited/expired   0 years 0 years
Balance outstanding, ending 2 years 11 months 26 days 2 years 11 months 26 days 4 years 1 month 27 days
Exercisable, ending   2 years 11 months 26 days  
v3.8.0.1
Stockholders' Equity (Deficit) (Details Textual) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
May 05, 2017
Nov. 22, 2016
Sep. 14, 2016
Jun. 06, 2016
Apr. 28, 2014
Apr. 30, 2016
Jun. 30, 2017
Jun. 30, 2016
Mar. 31, 2017
Mar. 31, 2016
Feb. 21, 2017
Nov. 24, 2016
Jun. 02, 2016
Feb. 21, 2016
Mar. 31, 2015
Dec. 31, 2014
Equity method investments                   $ 4,889,515   $ 5,022,347     $ 4,478,962  
Number of shares issued, value $ 3,340,000           $ 3,340,000                  
Warrant exercise price             $ 0.03   $ 5.01 $ 0.005            
Common stock issued for services, value                   $ 856,500            
Share price                 $ 5.01              
Number of warrants exercised                   387,500            
Convertible notes payable                 $ 1,403,149 $ 200,000            
Proceeds from warrant exercise             $ 10,226 $ 1,030 $ 48,123            
Common stock, authorized             500,000,000   500,000,000 500,000,000            
Preferred stock, authorized             10,000,000   10,000,000 1,000,000            
Preferred stock, par value             $ 0.001   $ 0.001 $ 0.001            
Common stock convertible notes, value                 $ 205,918              
Net proceeds for common stock             $ 1,250,000 $ 1,375,000 $ 618,314            
Restricted Stock [Member]                                
Common stock issued for services             107,292                  
Common stock issued for services, value             $ 1,061,708                  
8% Unsecured Convertible Notes Payable [Member]                                
Number of shares issued     50,000 68,639                        
Share price       $ 1.67                        
Warrant exercise price     $ 5.01 $ 5.01         $ 0.015              
Convertible notes payable             $ 1,714,442 [1]   [2] $ 200,000 [2]            
Aggregate relative fair value       $ 5,918         $ 99,915              
Jjat Corp [Member]                                
Number of shares issued         19,333,333                      
Equity method investments         $ 4,200,000                      
Accredited Investors [Member]                                
Number of shares issued                 315,833              
Number of shares issued, value                 $ 9,475              
Warrant exercise price                 $ 0.03              
Accredited Investors [Member] | Securities Purchase Agreements [Member]                                
Share price                 $ 7.50 $ 2         $ 1  
Number of units issued                 183,333 254,167            
Number of units issued, value                 $ 1,375,000 $ 612,500            
Accredited Investors [Member] | Securities Purchase Agreements [Member] | Maximum [Member]                                
Share price                   $ 0.005            
Accredited Investors [Member] | Securities Purchase Agreements [Member] | Minimum [Member]                                
Share price                 $ 0.015 $ 0.15            
Consultants [Member]                                
Common stock issued for services             76,388                  
Common stock issued for services, value             $ 382,705                  
Trinad Capital [Member] | 8% Unsecured Convertible Notes Payable [Member]                                
Warrant exercise price                     $ 0.03     $ 0.03    
Aggregate relative fair value                 $ 3,248,948   $ 1,790,539          
Employees [Member]                                
Common stock issued for services             233,333                  
Common stock issued for services, value             $ 1,169,000                  
Share price             $ 5.01                  
Warrant [Member]                                
Number of shares issued     150,000                          
Number of shares issued, value                   $ 5,813            
Warrant exercise price             $ 0.03   $ 0.005 $ 0.01         $ 0.01 $ 0.01
Expiration period             3 years 4 years                
Number of warrants exercised             340,833     581,250         2,950,000  
Common stock convertible notes, shares             290,833                  
Common stock convertible notes, value             $ 791,576                  
Number warrant issued             340,833                  
Net proceeds for common stock             $ 10,226                  
Warrant [Member] | Convertible Debt [Member]                                
Number of shares issued     150,000           861,013              
Share price     $ 0.005           $ 0.03              
Number of shares issued, value     $ 93,612           $ 676,518              
Number of warrants exercised                 3,086,931              
Convertible notes payable                 $ 48,123              
Number of cashless warrants exercised                 750,000              
Warrant [Member] | Convertible Debt One [Member]                                
Number of shares issued   250,000                            
Share price   $ 0.005                            
Number of shares issued, value   $ 226,811                            
Warrant [Member] | 8% Unsecured Convertible Notes Payable [Member]                                
Number of shares issued       68,640           200,000            
Warrant exercise price       $ 0.015           $ 0.01     $ 0.015      
Number of warrants exercised                         68,640      
Convertible notes payable                         $ 133,333      
Proceeds from warrant exercise       $ 1,030                        
Aggregate relative fair value       $ 341,864                 $ 341,864      
Warrant [Member] | Securities Purchase Agreements [Member]                                
Number of shares issued                 91,667              
Warrant [Member] | Eight Accredited Investors [Member]                                
Share price                               1.00
Warrant exercise price                               $ 0.01
Warrant [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member]                                
Number of shares in each unit                 1 1            
Warrant exercise price                   $ 0.015         $ 0.01  
Expiration period                 3 years 4 years            
Warrant [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member] | Maximum [Member]                                
Share price                 $ 0.03 $ 3.00            
Warrant exercise price                 0.005              
Warrant [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member] | Minimum [Member]                                
Warrant exercise price                 $ 0.01              
Warrant [Member] | Trinad Capital [Member]                                
Number of shares issued           1,117,585                    
Share price           $ 0.015                    
Number of shares issued, value           $ 1,661,114                    
Warrant exercise price           $ 0.015                    
Proceeds from warrant exercise           $ 16,764                    
Common Stock [Member]                                
Number of shares issued             666,667                  
Share price                   $ 1            
Number of shares issued, value             $ 667                  
Common stock issued for services                   600,667            
Common stock issued for services, value                   $ 601            
Common stock convertible notes, shares                 68,639              
Common stock convertible notes, value                 $ 69              
Common Stock [Member] | Subscription Agreement [Member]                                
Share price                             0.50  
Common Stock [Member] | Accredited Investors [Member] | Securities Purchase Agreements [Member]                                
Number of shares in each unit                 1 1            
Common Stock [Member] | Various Consultants And Advisory Board Members [Member]                                
Common stock issued for services                   901,000            
Common stock issued for services, value                   $ 856,500            
Common Stock [Member] | Various Consultants And Advisory Board Members [Member] | Maximum [Member]                                
Share price                   $ 1         1  
Common Stock [Member] | Various Consultants And Advisory Board Members [Member] | Minimum [Member]                                
Share price                   $ 0.50         $ 0.50  
Common Stock [Member] | Consultants [Member]                                
Common stock issued for services                 526,240 600,667            
Common stock issued for services, value                 $ 2,279,589 $ 856,500            
Number of shares issued upon services to related party                 33,333              
Number of shares issued upon services to related party, value                 $ 167,000              
Common Stock [Member] | Consultants [Member] | Maximum [Member]                                
Share price                   $ 1.50            
Number of shares in each unit                 5.01              
Common Stock [Member] | Consultants [Member] | Minimum [Member]                                
Share price                   $ 0.75            
Number of shares in each unit                 1.50              
[1] Between April 5, 2016 and June 29, 2017, the Company issued ten 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1,695,000. The notes are due on various dates through June 29, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received an aggregate of 847,500 warrants to purchase shares of the Company's common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 847,500 warrants issued to the noteholders was determined to be $768,893 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $0.91 and the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized aggregate beneficial conversion features of $768,893. As a result, the Company recorded a note discount of $1,537,790 to account for the relative fair values of the warrants and the notes' beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. During the three months ended June 30, 2017, the Company amortized $295,983 of such discount to interest expense, and the unamortized discount as of June 30, 2017 was $1,241,807. As of June 30, 2017, $19,442 of accrued interest was added to the principal balance.
[2] On January 19, 2016, the Company issued three 8% unsecured convertible notes payable to investors (the "Lenders") for an aggregate amount of $200,000. These notes were due on January 19, 2018. Before the maturity date, the noteholder had in its sole discretion have the option to convert all outstanding principal and interest into the Company's common stock at a conversion price per share based upon the Company's current valuation, as determined by the Board of Directors. If the Company raises a minimum of $2,500,000 (excluding the amount converting pursuant to the notes) in the aggregate in gross proceeds from an equity financing led by a reputable institutional investor in one or more closings prior to the maturity date, the Lenders will have the right to convert all outstanding principal and interest into the same equity securities issued in such qualified equity financing at 75% of the issuance price of the securities in such financing. In addition, the Lenders received 400,000 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The warrants were exercised during the year ended March 31, 2017. The aggregate relative fair value of the 400,000 warrants issued to the Lender was determined to be $99,915 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.30%; dividend yield of 0%; volatility rate of 100%; and an expected life of four years (statutory term). The value of the warrants of $99,915 was considered as debt discount upon issuance and was being amortized as interest over the term of the notes or in full upon the conversion of the corresponding notes. During the year ended March 31, 2016, the Company amortized $9,818 of such discount to interest expense, and the unamortized discount as of March 31, 2016 was $89,727. On June 6, 2016, the Lenders converted $200,000 of principal and $5,918 of interest into 205,918 shares of the Company's common stock at a conversion price of $1 per share. As the market price of the shares on the date of conversion was approximately $1.67 per share, the Company recognized a beneficial conversion cost of $136,936. As a result of the conversion, the remaining debt discount of $89,727 was fully amortized to interest expense as of the date of conversion. As an inducement for the conversion, the Lenders were issued 205,920 warrants to purchase shares of the Company's common stock at an exercise price of $0.005 per share. The aggregate fair value of the 205,920 warrants issued to the Lenders was $341,864 using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.20%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). The value of the warrants of $341,864 was considered as additional interest expense upon their issuance. The warrants were exercised immediately into 205,920 shares of the Company's common stock with net proceeds of $1,030 to the Company.
v3.8.0.1
Income Tax Provision (Details) - USD ($)
Mar. 31, 2017
Mar. 31, 2016
Income Tax Provision [Abstract]    
Net operating loss carryforward $ 6,152,000 $ 2,708,000
Stock-based compensation 912,000 343,000
Impairment of note receivable 85,000
Loss on sale of investment in OCHL 1,116,000
Equity in earnings of OCHL (53,000) (164,000)
Total deferred tax assets 8,212,000 2,887,000
Valuation allowance (8,212,000) (2,887,000)
Net deferred tax asset
v3.8.0.1
Income Tax Provision (Details 1)
12 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Income Tax Provision [Abstract]    
U.S federal statutory income tax (34.00%) (34.00%)
State tax, net of federal tax benefit (5.80%) (5.80%)
Permanent differences (65.52%)
Change in valuation allowance 105.32% 39.80%
Effective tax rate 0.00% 0.00%
v3.8.0.1
Income Tax Provision (Details Textual) - USD ($)
$ in Millions
12 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Tax Credit Carryforward [Line Items]    
Net operating loss carryforwards expire date Dec. 31, 2037  
Federal [Member]    
Tax Credit Carryforward [Line Items]    
Net operating loss carryforwards $ 15.4 $ 15.4
State [Member]    
Tax Credit Carryforward [Line Items]    
Net operating loss carryforwards $ 6.8 $ 6.8
v3.8.0.1
Segment Reporting (Details) - USD ($)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Mar. 31, 2017
Mar. 31, 2016
Segment Reporting Information [Line Items]        
Revenue $ 276,243 $ 225,000
Cost of revenue 78,869  
Gross Margin 197,374  
Operating expenses        
Selling, general and administrative 2,287,585 1,084,886 5,349,801 3,619,000
Related party expenses 90,000 90,000 360,000 360,000
Total operating expenses 2,377,585 1,174,886 5,709,801 3,979,000
Loss from operations (2,180,211) (1,174,886) (5,484,801) (3,979,000)
Other income (expense):        
Interest expense, net (634,949) (712,268) (512,152) (178,498)
Total other income (expenses) (634,949) (629,084) (8,764,918) 232,055
Net loss (2,815,160) $ (1,803,970) (14,249,719) (3,746,944)
Total Assets 5,243,830   $ 1,556,205 $ 5,218,308
Corporate [Member]        
Segment Reporting Information [Line Items]        
Revenue      
Cost of revenue      
Gross Margin      
Operating expenses        
Selling, general and administrative 862,354      
Related party expenses 90,000      
Total operating expenses 1,063,347      
Loss from operations (952,347)      
Other income (expense):        
Interest expense, net (634,949)      
Total other income (expenses) (634,949)      
Net loss (1,587,296)      
Total Assets 1,878,136      
Live Events [Member]        
Segment Reporting Information [Line Items]        
Revenue      
Cost of revenue      
Gross Margin      
Operating expenses        
Selling, general and administrative 921,746      
Related party expenses      
Total operating expenses 921,746      
Loss from operations (921,746)      
Other income (expense):        
Interest expense, net      
Total other income (expenses)      
Net loss (921,746)      
Total Assets 43,796      
Ticketing [Member]        
Segment Reporting Information [Line Items]        
Revenue 276,243      
Cost of revenue 78,869      
Gross Margin 197,374      
Operating expenses        
Selling, general and administrative 503,492      
Related party expenses      
Total operating expenses 503,492      
Loss from operations (306,118)      
Other income (expense):        
Interest expense, net      
Total other income (expenses)      
Net loss (306,118)      
Total Assets $ 3,321,899      
v3.8.0.1
Subsequent Events (Details) - USD ($)
Jun. 30, 2017
Mar. 31, 2017
Jun. 30, 2016
Mar. 31, 2016
Mar. 31, 2015
Current Assets          
Cash and cash equivalents $ 1,514,513 $ 1,477,229 $ 76,613 $ 36,898 $ 36,121
Prepaid expense 90,000 21,569   15,995  
Total Current Assets 1,719,201 1,498,798   52,893  
Other Assets          
Property and equipment, net 149,636 57,407   62,569  
Total Assets 5,243,830 1,556,205   5,218,308  
Current Liabilities:          
Accounts payable and accrued liabilities 858,632 542,035   481,412  
Note payable   277,270   262,040  
Note payable, shareholder 3,657,015 3,603,446   2,784,000  
Current portion of unsecured convertible notes, net of discount 685,214 67,858    
Services payable, related party 239,080   1,000,000  
Total Current Liabilities 5,692,157 4,729,689   4,877,311  
Unsecured convertible notes - related party, net of discount 19,107 11,668    
Unsecured convertible notes, net of discount and current portion 330,043 220,540   110,273  
Total Liabilities 6,041,307 4,961,897   4,987,584  
Stockholders' Deficit:          
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding    
Common stock, $0.001 par value; 500,000,000 shares authorized; 35,332,325 shares issued and outstanding. 35,983 34,666   30,666  
Additional paid in capital 30,077,590 24,665,532   14,046,229  
Accumulated deficit (30,911,050) (28,095,890)   (13,846,171)  
Total stockholders' deficit (797,477) (3,405,692)   230,724 $ 2,403,311
Total Liabilities and Stockholders' Deficit $ 5,243,830 1,556,205   $ 5,218,308  
Pro Forma [Member]          
Current Assets          
Cash and cash equivalents   1,477,229      
Prepaid expense   21,569      
Total Current Assets   1,498,798      
Other Assets          
Property and equipment, net   175,407      
Intangibles   3,222,000      
Total Assets   4,896,205      
Current Liabilities:          
Accounts payable and accrued liabilities   542,035      
Note payable   277,270      
Note payable, shareholder   3,603,446      
Current portion of unsecured convertible notes, net of discount   67,858      
Services payable, related party   239,080      
Total Current Liabilities   4,729,689      
Unsecured convertible notes - related party, net of discount   11,668      
Unsecured convertible notes, net of discount and current portion   220,540      
Total Liabilities   4,961,897      
Stockholders' Deficit:          
Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding        
Common stock, $0.001 par value; 500,000,000 shares authorized; 35,332,325 shares issued and outstanding.   35,332      
Additional paid in capital   27,994,866      
Accumulated deficit   (28,095,890)      
Total stockholders' deficit   (65,692)      
Total Liabilities and Stockholders' Deficit   $ 4,896,205      
v3.8.0.1
Subsequent Events (Details 1) - USD ($)
3 Months Ended 12 Months Ended
Jun. 30, 2017
Jun. 30, 2016
Mar. 31, 2017
Mar. 31, 2016
Revenue $ 276,243 $ 225,000
Cost of revenue 78,869  
Gross profit 197,374  
Operating expenses:        
Selling, general and administrative 2,287,585 1,084,886 5,349,801 3,619,000
Related party expenses 90,000 90,000 360,000 360,000
Total operating expenses 2,377,585 1,174,886 5,709,801 3,979,000
Loss from operations (2,180,211) (1,174,886) (5,484,801) (3,979,000)
Other income (expense)        
Interest expense, net (634,949) (712,268) (512,152) (178,498)
Other income     6,667
Fair value of warrants issued for note extension and inducement to convert     2,002,977  
Earnings from investment in OCHL 83,184 132,832 410,553
Fair value of warrants and beneficial conversion feature on debt conversion 3,248,948  
Fair value of beneficial conversion feature     136,936
Impairment of note receivable - related party     213,331
Loss on sale of investment in OCHL     (2,790,073)
Total other income (expense) (634,949) (629,084) (8,764,918) 232,055
Net loss $ (2,815,160) $ (1,803,970) $ (14,249,719) $ (3,746,944)
Net Loss per common share - basic and diluted $ (0.08) $ (0.06) $ (0.44) $ (0.12)
Weighted average common shares - basic and diluted 35,528,121 30,865,639 32,532,069 30,027,599
Pro Forma [Member]        
Revenue $ 386,020 $ 979,000 $ 3,972,000 $ 5,744,000
Cost of revenue 91,891 247,000 1,147,000 2,052,000
Gross profit 294,129 732,000 2,825,000 3,692,000
Operating expenses:        
Selling, general and administrative 2,406,949 1,869,886 9,479,801 7,297,000
Related party expenses 90,000 90,000 360,000 360,000
Total operating expenses 2,496,949 1,959,886 9,839,801 7,657,000
Loss from operations (2,202,820) (1,227,886) (7,014,801) (3,965,000)
Other income (expense)        
Interest expense, net (634,949) (701,268) (497,152) (218,498)
Other income     6,667
Fair value of warrants issued for note extension and inducement to convert     (2,002,977)
Earnings from investment in OCHL 83,184 132,832 410,553
Fair value of warrants and beneficial conversion feature on debt conversion     (3,248,948)
Fair value of beneficial conversion feature     (136,936)
Impairment of note receivable - related party     (213,331)
Loss on sale of investment in OCHL     (2,790,073)
Total other income (expense) (634,949) (618,084) (8,749,918) 192,055
Net loss $ (2,837,769) $ (1,845,970) $ (15,764,719) $ (3,772,945)
Net Loss per common share - basic and diluted $ (0.08) $ (0.06) $ (0.47) $ (0.12)
Weighted average common shares - basic and diluted 35,528,121 30,865,639 33,198,735 30,694,265
v3.8.0.1
Subsequent Events (Details Textual)
1 Months Ended 3 Months Ended 5 Months Ended 12 Months Ended
May 05, 2017
USD ($)
Officers
shares
Jun. 10, 2016
USD ($)
$ / shares
shares
Sep. 30, 2017
USD ($)
Officers
$ / shares
shares
Sep. 28, 2017
$ / shares
Sep. 06, 2017
USD ($)
Aug. 25, 2017
USD ($)
May 31, 2017
USD ($)
Officers
$ / shares
shares
Apr. 30, 2017
USD ($)
Officers
shares
Jun. 30, 2017
USD ($)
$ / shares
shares
Jun. 30, 2016
USD ($)
May 31, 2017
USD ($)
$ / shares
Mar. 31, 2017
USD ($)
$ / shares
shares
Mar. 31, 2016
USD ($)
$ / shares
shares
Sep. 29, 2017
shares
Number of shares issued, value $ 3,340,000               $ 3,340,000          
Warrants to purchase common stock | shares                 0     50,000 1,200,000  
Warrant exercise price | $ / shares                 $ 0.03     $ 5.01 $ 0.005  
Proceeds from convertible notes, related party                 $ 50,000   $ 105,000  
Share price | $ / shares                       $ 5.01    
Percentage of equity financing                       50.00%    
Fair value of warrants                       $ 1,447,066    
Business acquisition, description                 The Company is obligated under three licenses, production and/or distribution agreements to make guaranteed payments as follows: $700,000 for the fiscal year ended March 31, 2018, and $475,000 for the fiscal year ended March 31, 2019. The agreements also provide for a revenue share of 35-50% of capital and net revenues. In addition, there are two other agreements that provide for a revenue share of 50% on net revenues, but no guaranteed payments.          
Subsequent event, description                 Subsequent to June 30, 2017, the Company issued 49,041 shares of its common stock valued at $245,695 to various consultants. The Company valued these shares at $5.01 per share, the most recent price of the sale of its common stock near the date of grant.          
Third Officers [Member]                            
Common stock granted shares | shares             133,333 133,333            
Employment Agreements [Member] | First Tranche [Member]                            
Shares vested | shares             66,667 66,667            
Description of shares vesting             Remaining number of shares vesting monthly thereafter, with 100% vesting over the 24-month term of the employment agreement. Remaining number of shares vesting monthly thereafter, with 100% vesting over the 24-month term of the employment agreement.            
Employment Agreements [Member] | Officers [Member]                            
Officers annual salary             $ 120,000 $ 120,000            
Officers annual salary term             2 years 2 years            
Number of officers | Officers             2 2            
Common stock granted value             $ 501,000 $ 501,000            
Common stock granted shares | shares             100,000 100,000            
Bonus received               $ 100,000            
Employment Agreements [Member] | Second Officers [Member]                            
Number of shares issued, value             $ 668,000 668,000            
Officers annual salary             $ 180,000 $ 180,000            
Officers annual salary term             2 years 2 years            
Number of officers | Officers             2 2            
Common stock granted value             $ 501,000 $ 501,000            
Common stock granted shares | shares             100,000 100,000            
Bonus received             $ 100,000       $ 100,000      
Bonus received shares | shares             2,000,000 2,000,000            
Management Agreement [Member]                            
Related party due services payable               $ 1,000,000            
Debt term               3 years            
6% Unsecured Convertible Note Payables [Member]                            
Purchase exercise price | $ / shares             $ 0.01       $ 0.01      
Unsecured Convertible Notes Payable [Member]                            
Total gross proceeds from securities                       $ 5,000,000    
Warrants to purchase common stock | shares                       265,833    
Warrant exercise price | $ / shares                       $ 0.03    
Total cash principal                       $ 1,595,000    
Fair value of warrants                       $ 723,533    
Conversion price, description                       As of the issuance dates of these notes, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company expects to recognize a beneficial conversion feature of $723,533.    
Trinad Capital [Member] | Senior Notes [Member]                            
Proceeds from convertible notes, related party                         95,100  
Accredited Investors [Member]                            
Total gross proceeds from securities   $ 1,250,000                     $ 1,250,000  
Number of shares issued | shares   250,000                        
Purchase exercise price | $ / shares   $ 5.00                        
Investor [Member]                            
Number of shares issued | shares                       315,833    
Number of shares issued, value                       $ 9,475    
Warrants to purchase common stock | shares                       315,833    
Warrant exercise price | $ / shares                       $ 0.03    
Total consideration of common stock | shares                       245,833    
Institutional Investor [Member]                            
Total gross proceeds from securities                     $ 5,000,000      
Wantickets [Member]                            
Number of shares issued | shares 66,667                          
Wantickets [Member] | Officers [Member]                            
Officers annual salary $ 220,000                          
Officers annual salary term 2 years                          
Number of officers | Officers 2                          
Wantickets [Member] | Other Officers [Member]                            
Officers annual salary $ 160,000                          
Common stock granted shares | shares 15,000                          
Wantickets [Member] | Letter Agreement [Member]                            
Description of notes due Net income of $3 million in the twelve months following the effective date of his employment agreement or net income of $4 million in the twelve months thereafter.                          
Total consideration of common stock | shares 66,667                          
Business acquisition, description Pursuant to the APA and the Letter Agreement, dated as of May 5, 2017 (the "Letter Agreement"), entered into among the Company, LXL Tickets and Mr. Schnaier, the parties agreed that, commencing May 5, 2017, Mr. Schnaier will promptly pay for all of LXL Tickets' net losses of its business for each calendar month (or pro rata thereof), up to a total of $100,000 per month, and for any liabilities exceeding $100,000 in the aggregate that arose from April 1, 2017 to May 5, 2017 (inclusive), until the earlier of (x) such time as a public offering is consummated or (b) May 5, 2018 (such earlier date as between clause (x) and (y).                          
Subsequent Event [Member] | Andy Schuon [Member] | First Tranche [Member]                            
Shares vested | shares     833,333                      
Subsequent Event [Member] | Andy Schuon [Member] | Second Tranche [Member]                            
Share price | $ / shares     $ 30.00                      
Shares vested | shares     166,667                      
Trading days | Officers     90                      
Subsequent Event [Member] | Mr. Russ Gilbert [Member]                            
Warrants to purchase common stock | shares                           83,333
Share price | $ / shares       $ 1.65                    
Description of shares vesting       Such options shall vest as to one-third of the shares underlying the options twelve months after the date of grant, and as to an additional one-third of the shares underlying the options on such date every twelfth month thereafter through the date three years after the date of grant. Each tranche of shares subject to the options shall become exercisable on the earlier of (i) one year after the date such tranche shall vest, (ii) the second anniversary of the date of grant, or (iii) the earliest date vested equity awards become exercisable or transferable for similarly situated executives of the Company.                    
Subsequent Event [Member] | Employment Agreements [Member] | Andy Schuon [Member]                            
Warrants to purchase common stock | shares     1,000,000                      
Share price | $ / shares     $ 1.65                      
Officers annual salary term     3 years                      
Bonus received     $ 250,000                      
Annual salary     25,000                      
Monthly rate     $ 25,000                      
Employment termination, description     (i) the Company will pay Mr. Schuon certain accrued obligations and prior year bonus amounts, if any; and (ii) subject to timely execution and non-revocation of a release as provided in his employment agreement, (u) the Company will continue to pay Mr. Schuon his base salary for a period from the termination date through the lesser of twelve months or the period through and inclusive of the last day of the three-year term of his employment agreement; (v) unvested Schuon Options (other than the Performance Options) and Other Equity Awards (as defined in his employment agreement) shall automatically accelerate and become vested and exercisable for a period of twelve months from the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; (w) the Performance Options will continue to vest for a twelve-month period following the termination date; (x) any such accelerated Service Options, Performance Options and Other Equity Awards shall remain outstanding and be exercisable, to the extent applicable, for a period of twelve months from the later of the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; (y) all restrictions on the Other Equity Awards shall automatically and immediately lapse; and (z) the Company will continue to cover costs for Mr. Schuon and his dependents continued participation in the Company's medical plans from the termination date through and inclusive of the lesser of twelve months or the period through the date on which he obtains other coverage. Mr. Schuon's employment agreement contains covenants for the benefit of the Company relating to non-competition during the term of his employment and protection of the Company's confidential information, customary representations and warranties and indemnification obligations.                      
Subsequent Event [Member] | Employment Agreements [Member] | Jerome Gold [Member]                            
Warrants to purchase common stock | shares     333,333                      
Share price | $ / shares     $ 1.65                      
Officers annual salary term     3 years                      
Bonus received     $ 250,000                      
Annual salary     $ 12,000                      
Employment termination, description     (i) the Company will pay Mr. Gold certain accrued obligations and prior year bonus amounts, if any; and (ii) subject to timely execution and non-revocation of a release as provided in his employment agreement (v) the Company will continue to pay Mr. Gold his base salary for a period from the termination date through the lesser of twelve months or the period through and inclusive of the last day of the three-year term of his employment agreement; (w) unvested Gold Options and Other Equity Awards (as defined in his employment agreement) shall automatically accelerate and become vested and exercisable for a period of twelve months from the termination date, but in all events no later than the end of the applicable term for each such award; (x) any such accelerated Gold Options and Other Equity Awards shall remain outstanding and be exercisable, to the extent applicable, for a period of twelve months from the later of the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; (y) all restrictions on the Other Equity Awards shall automatically and immediately lapse; and (z) the Company will continue to cover costs for Mr. Gold's and his dependents continued participation in the Company's medical plans from the termination date through and inclusive of the lesser of twelve months or the period through the date on which he obtains other coverage. Mr. Gold's employment agreement contains covenants for the benefit of the Company relating to non-competition during the term of his employment and protection of the Company's confidential information, customary representations and warranties and indemnification obligations.                      
Increase of annual salary     $ 133,333                      
Subsequent Event [Member] | Ellin Employment Agreement [Member]                            
Warrants to purchase common stock | shares     1,166,667                      
Officers annual salary term     5 years                      
Shares vested | shares     166,667                      
Description of shares vesting     The first tranche of 2,000,000 shares underlying the Ellin Options (the "Ellin Service Options") shall vest in one-twelfth increments every three months for a three year period from the effective date of his employment agreement. Each tranche of the Ellin Service Options shall become exercisable one year after the date such tranche shall vest. In the event of a Change of Control (as defined in his employment agreement), any unvested portion of the Ellin Service Options shall vest and become exercisable effective immediately prior to such event. The second tranche of 1,500,000 shares underlying the Ellin Options shall 100% vest if prior to the third anniversary of the effective date of his employment agreement the shares of the Company's common stock shall have traded at a price of $10.00 per share or more for a period of 90 consecutive trading days during which an average of at least 500,000 shares are traded per day (the "Ellin Performance Options").                      
Annual salary     $ 650,000                      
Employment termination, description     (i) the Company will pay Mr. Ellin certain accrued obligations and prior year bonus amounts, if any; and (ii) subject to timely execution and non-revocation of a release as provided in his employment agreement, (u) the Company will pay Mr. Ellin a one-time payment of $10,000,000; (v) unvested Ellin Options (other than the Ellin Performance Options) and Other Equity Awards (as defined in his employment agreement) shall automatically accelerate and become vested and exercisable for a period of 12 months from the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; (w) the Ellin Performance Options shall continue to vest if, and only if, the performance criteria specified above for the vesting of the Ellin Performance Options are satisfied during the twelve-month period following the termination date; (x) any such accelerated Ellin Service Options, Ellin Performance Options and Other Equity Awards will remain outstanding and be exercisable, to the extent applicable, for a period of twelve months from the later of the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; (y) all restrictions on the Other Equity Awards that are vested on the terminate date (or during the twelve-month period following the termination date) shall automatically and immediately lapse; and (z) the Company will continue to cover costs for Mr. Ellin and his dependents continued participation in the Company's medical plans from the termination date through and inclusive of the lesser of twelve months or the period through the date on which he obtains other coverage. Mr. Ellin's employment agreement contains covenants for the benefit of the Company relating to non-competition during the term of Mr. Ellin's employment and protection of the Company's confidential information, customary representations and warranties and indemnification obligations.                      
Subsequent Event [Member] | Ellin Employment Agreement [Member] | Mr Ellin [Member] | First Tranche [Member]                            
Shares vested | shares     666,667                      
Subsequent Event [Member] | Ellin Employment Agreement [Member] | Mr Ellin [Member] | Second Tranche [Member]                            
Share price | $ / shares     $ 30.00                      
Shares vested | shares     166,667                      
Trading days | Officers     90                      
Subsequent Event [Member] | Slacker Agreement [Member]                            
Conversion price, description           Such cap amount will be (i) if the pricing of this offering occurs on or prior to October 9, 2017, $250,000, (ii) if the pricing of this offering occurs between October 10, 2017 and October 16, 2017, $375,000, and (iii) if the pricing of this offering occurs between October 17, 2017 and October 23, 2017, $500,000.                
Common stock aggregate purchase price           $ 50,000,000                
Common stock aggregate purchase price consisting           44,000,000                
Common stock purchase price of cash           6,000,000                
Insurance premium cost transaction expenses           5,000,000                
Net working capital           $ 225,000                
Subsequent Event [Member] | SNAP Agreement [Member]                            
Common stock aggregate purchase price         $ 34,000,000                  
Common stock aggregate purchase price consisting         20,400,000                  
Common stock purchase price of cash         13,600,000                  
Termination fee         2,900,000                  
Cash on hand         $ 1,000,000