Deficit

9 Months Ended

Dec. 31, 2015

Stockholders' Equity Note [Abstract]

Deficit

Note 8 – Deficit

Shares Authorized

Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is Seventy Five Million (75,000,000) shares which shall be common stock, par value $0.001 per share.

Common Stock

Upon consummation of the Merger on April 28, 2014, the Company issued 29,000,000 shares of its common stock to JJAT, a related party, for the acquisition of 100% of the issued and outstanding capital stock of KoKo US.

Sale of Common Stock or Equity Units

For the period between September 10, 2014 and September 17, 2014, the Company issued an aggregate of 150,000 shares of its common stock at $1.00 per share for $150,000 in cash.

On November 17 and December 19, 2014, and March 19 and March 20, 2015, the Company entered into four separate securities purchase agreements with four accredited investors, pursuant to which the Company agreed to issue an aggregate of 675,000 Units (each, a “Unit”) at $1.00 per unit for $675,000 in cash with each unit consisting of one common share in the capital of the Company (each, a “Share”) and one warrant to purchase a share of Company common stock exercisable for a period of four (4) years from the date of original issuance at an exercise price of $0.01 per share (each, a “Warrant”), $338,850 ($0.50 per common share) and $336,150 ($0.50 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively.

On June 19, 2015, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company agreed to issue an aggregate of 150,000 Units (each, a “Unit”) at $1.00 per unit for $150,000 in cash with each unit consisting of one common share in the capital of the Company (each, a “Share”) and one warrant to purchase a share of Company common stock exercisable for a period of four (4) years from the date of original issuance at an exercise price of $0.01 per share (each, a “Warrant”), $75,675 ($0.50 per common share) and $74,325 ($0.50 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively.

On July 23, July 28, August 6, August 31 and September 21, 2015, the Company entered into five separate securities purchase agreements with five accredited investors, pursuant to which the Company agreed to issue an aggregate of 131,250 Units (each, a “Unit”) at $2.00 per unit for $262,500 in cash with each unit consisting of one common share in the capital of the Company (each, a “Share”) and one warrant to purchase a share of Company common stock exercisable for a period of four (4) years from the date of original issuance at an exercise price of $0.01 per share (each, a “Warrant”), $131,847 ($1.00 per common share) and $130,653 ($1.00 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively.

On December 24 and December 31, 2015, the Company entered into five separate securities purchase agreements with five accredited investors, pursuant to which the Company agreed to issue an aggregate of 100,000 Units (each, a “Unit”) at $2.00 per unit for $200,000 in cash with each unit consisting of one common share in the capital of the Company (each, a “Share”) and one warrant to purchase a share of Company common stock exercisable for a period of four (4) years from the date of original issuance at an exercise price of $0.01 per share (each, a “Warrant”), $100,440 ($1.00 per common share) and $99,560 ($1.00 per warrant share) were allocated as the relative fair value of the common stock and warrants, respectively. 

Issuance of Common Stock to Employees

On October 15, 2015, LXL entered into a Separation and Consulting Agreement and Mutual Release (the “Separation and Consulting Agreement”) with John Petrocelli pursuant to which Mr. Petrocelli resigned as President of LXL. The Separation and Consulting Agreement provides that in connection with his termination of employment from LXL, Mr. Petrocelli agreed to the forfeiture of 500,000 unvested restricted common shares of the Company.

On October 5, 2015, the Company entered into a consulting agreement whereby Schuyler Hoversten joined the Company as Chief Revenue Officer of LXL for three (3) months or until sooner terminated. Mr. Hoversten was granted 250,000 shares of the Company’s restricted common stock in conjunction with his employment agreement. The Company valued these shares at $1.00 per share, the most recent PPM price, or $250,000, on the date of grant and recognized the compensation expense of $250,000 for the quarter ending December 31, 2015.

On October 6, 2015, the Board of Directors of the Company appointed Blake Indursky as the Executive Vice Chairman and Senior Vice President of Operations of the Company. Mr. Indursky has been a member of the Company’s Advisory Board since August 2015. Mr. Indursky’s employment agreement provides for a twelve-month term, renewable on an annual basis unless terminated by either party thereto, compensation of $10,000 per month and 250,000 shares of the Company’s restricted common stock which shall vest equally on a monthly basis over the twelve (12) month term of the Employment Agreement. The Company valued these shares at $1.00 per share, the most recent PPM price, or $250,000, on the date of grant and recognized the compensation expense of $62,500 for the quarter ending December 31, 2015.

Issuance of Common Stock to Parties Other Than Employees for Acquiring Goods or Services

Advisory Board Agreements

Upon consummation of the Merger on April 28, 2014, the Company assumed the Advisory Board Agreements entered into by Loton prior to the Merger with seven (7) individuals. Pursuant to the Advisory Board Agreements, the Advisory Board members agreed to provide advisory service to the Board and officers of the Company on various business matters for one (1) year in exchange for 100,000 shares each or 700,000 shares in the aggregate of restricted common stock of the Company. The restricted stock will vest after one (1) year, and is subject to a lock-up period of one (1) year after vesting.  These restricted shares were valued at $1.00 per share or the most recent Private Placement Memorandum (“PPM”) price during the relevant periods when earned.

During the fiscal year ended March 31, 2015, the Company entered into Advisory Board Agreements with nine (9) additional individuals. Pursuant to the Advisory Board Agreements, these additional Advisory Board Members agreed to provide advisory service to the Board and officers of the Company on various business matters for one (1) year in exchange for 875,000 shares in the aggregate of restricted common stock of the Company. The restricted stock vests after one (1) year, and is subject to a lock-up period of one (1) year after vesting. A total of 425,000 of these restricted shares were valued at $1.00 per share and 450,000 of these restricted shares were valued at $0.50 per share, the most recent PPM price during the relevant periods when earned.

For the nine months ended December 31, 2015, 158,333 common shares, were valued at $1.00 per share, the most recent PPM price during the relevant periods when earned and recorded as consulting fees.

For the nine months ended December 31, 2015, 225,000 common shares, were valued at $0.50 per share, the most recent PPM price during the relevant periods when earned and recorded as consulting fees.

During the nine months ended December 31, 2015, the Company entered into Advisory Board Agreements with two (2) additional individuals. Pursuant to the Advisory Board Agreements, these additional Advisory Board Members agreed to provide advisory service to the Board and officers of the Company on various business matters for one (1) year in exchange for 150,000 shares in the aggregate of restricted common stock of the Company. The restricted stock vests after one (1) year, and is subject to a lock-up period of one (1) year after vesting. A total of 150,000 of these restricted shares were valued at $1.00 per share, the most recent PPM price during the relevant periods when earned. 

For the nine months ended December 31, 2015, 29,167 common shares, were valued at $1.00 per share, the most recent PPM price during the relevant periods when earned and recorded as consulting fees.

Authorization of Stock Grants to Consultants/Professionals

Upon consummation of the Merger on April 28, 2014, the Company assumed eight (8) Consulting Services Agreements (“2014 Consulting Agreements”) entered into by Loton prior to the Merger with eight (8) consultants. Pursuant to the Consulting Agreements, the Company agreed to issue a total of 315,000 shares of the Company’s restricted common stock to the consultants for services to be performed for one (1) year. These shares will vest in two (2) years, and are subject to a lock-up period of two (2) years after vesting. These restricted shares were valued at $1.00 per share the most recent PPM price during the relevant periods when earned.

• During the fiscal year ended March 31, 2015, the Company entered into seven (7) Consulting Services Agreements with five (5) additional individuals. Pursuant to the Consulting Agreements, the Company agreed to issue a total of 370,000 shares of the Company’s restricted common stock to the consultants for services to be performed for one (1) year. These shares will vest in two (2) years, and are subject to a lock-up period of two (2) years after vesting. A total of 170,000 of these restricted shares were valued at $1.00 per share and 200,000 of these restricted shares were valued at $0.50 per share, the most recent PPM price during the relevant periods when earned.

• For the nine months ended December 31, 2015, 85,000 common shares, were valued at $1.00 per share, or $85,000, the most recent PPM price during the relevant periods when earned and recorded as consulting fees.

• For the nine months ended December 31, 2015, 100,000 common shares, were valued on the date of grant at $0.50 per share, or $50,000, the most recent PPM price during the relevant periods when earned and recorded as consulting fees.

• During the nine months ended December 31, 2015, the Company entered into two (2) Consulting Services Agreements with two (2) additional individuals. Pursuant to the Consulting Agreements, the Company agreed to issue a total of 75,000 shares of the Company’s restricted common stock to the consultants for services to be performed for one (1) year. These shares will vest in two (2) years, and are subject to a lock-up period of two (2) years after vesting.

For the nine months ended December 31, 2015, 25,000 common shares, were valued at $0.50 per share, the most recent PPM price during the relevant periods when earned and recorded as consulting fees.

During the fiscal year ended March 31, 2015, the Company entered into a capital markets advisory and placement agent agreement with Merriman Capital, Inc. (the “Agreement”). Pursuant to the Agreement, Merriman Capital agreed to provide capital markets advisory services to the Company for three months, subject to written extensions thereafter, in exchange for 10,000 shares of restricted common stock of the Company for the first three engaged months of advisory services. Merriman will receive capital market advisory fees of $5,000 in cash and $5,000 in equity-in-lieu of cash per engaged month thereafter, upon written confirmation of renewal. Either party may terminate the relationship at any time by providing thirty (30) calendar days written notice to the other party. For the fiscal year ended March 31, 2015, 40,000 common shares, were valued at $1.00 per share, the most recent PPM price during the relevant periods when earned and recorded as consulting fees relating to this Agreement.

During the fiscal year ended March 31, 2015, the Company entered into a Subscription Agreement with its legal advisors (the “Subscription Agreement”). Pursuant to the Subscription Agreement, the advisors agreed to subscribe to the purchase of 954,988 shares of the Company’s common stock, at the price of $0.50 per share, in exchange for legal services previously rendered to the Company in the aggregate amount of $477,494. During the fiscal year ended March 31, 2015, 954,988 common shares, were valued at $0.50 per share, the most recent PPM price during the relevant periods when earned and recorded as a reduction in accounts payable relating to this Agreement.

During the nine months ended December 31, 2015, in return for receiving certain discounts on legal fees in the future the Company has granted a stock option to its legal advisors pursuant to which such legal advisors may purchase up to $750,000 of the Company’s equity securities issued in the Company’s next financing round at the same price per security paid by other investors in such financing round (or if no qualifying financing round occurs by December 31, 2015, then at valuation equal to the valuation of the Company at the time the stock option was granted, to be agreed upon by the parties in good faith). Such stock option, which has a five-year term, becomes exercisable in proportion to the discount earned up to a maximum discount.

During the nine months ended December 31, 2015, the Company entered into a services agreement with a media publishing firm (the “Media Agreement”). Pursuant to the Media Agreement, the firm agreed to provide certain creative services in connection with the name, logo and brand identity for the Company’s wholly-owned subsidiary LiveXLive, Corp., in exchange for $35,000 in cash and $15,000 in equity-in-lieu of cash. The Company issued 15,000 common shares in equity-in-lieu of cash, which were valued at $0.50 per share, the most recent PPM price during the quarter ended June 30, 2015 when earned and recorded as consulting fees related to the Media Agreement. In addition, the Company granted an aggregate of 45,000 shares of restricted common stock to two (2) consultants involved with the production and distribution of the Rock in Rio festival held in Rio de Janeiro during September 2015. For the quarter ended December 31, 2015, 45,000 common shares, were valued at $1.00 per share, the most recent PPM price during the relevant periods when earned and recorded as consulting fees related to the production and distribution services.

Warrants

Assumed Warrants Issued in September 2011 by Loton

Upon consummation of the Merger on April 28, 2014, the Company assumed the September 23, 2011warrant issued to Trinad LLC, pursuant to the Management Agreement, to purchase 1,125,000 shares of the Company’s common stock at an exercise price of $0.15 per share expiring ten (10) years from the date of original issuance.

Fiscal 2016 Issuances

During the nine months ended December 31, 2015, the Company issued warrants to purchase an aggregate of 381,250 shares with an exercise price of $0.01 per share expiring four years from the date of issuance as part of the sale of equity units.

The Company estimated the fair value of the warrants on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Expected life (year)	4
Expected volatility (*)	25.42-36.51	%
Expected annual rate of quarterly dividends	0.00	%
Risk-free rate(s)	1.145-1.535	%

* As a thinly traded public entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected three (3) comparable public companies listed on NYSE MKT and NASDAQ Capital Market within live entertainment industry which the Company engages in to calculate the expected volatility. The Company calculated those three (3) comparable companies’ historical volatility over the expected life of the options or warrants and averaged them as its expected volatility.

The estimated relative fair value of warrants to purchase 150,000 shares with an exercise price of $0.01 per share was $74,325, warrants to purchase 131,250 shares with an exercise price of $0.01 per share was $130,653, warrants to purchase 100,000 shares with an exercise price of $0.01 per share was $99,560, at the date of issuances using the Black-Scholes Option Pricing Model.

Summary of Warrant Activities

The table below summarizes the Company’s warrant activities:

	Number of Warrant Shares			Exercise  Price Range Per Share		Weighted Average Exercise Price		Fair Value at Date of Issuance		Aggregate Intrinsic Value
Balance, March 31, 2015		1,475,000			$ 0.01 - 0.15	$	0.12	$		$	-
Granted		381,250			0.01		0.01		379,530		-
Canceled for cashless exercise		(-	)		-		-		-		-
Exercised (Cashless)		(-	)		-		-		-		-
Exercised		(581,250	)		0.01		0.01				-
Expired		-			-		-		-		-
Balance, December 31, 2015		1,275,000			$ 0.01 - 0.15	$	0.12	$			-
Amortized, December 31, 2015		1,275,000			0.01 - 0.15		0.12				-
Unamortized, December 31, 2015		-		$	-	$	-	$	-		-

 The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2015:

		Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices		Number Outstanding		Average Remaining Contractual Life  (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life  (in years)		Weighted Average Exercise Price
	$ 0.01 - 0.15		1,275,000		5.68	$	0.11		1,275,000		5.68	$	0.11