Provision Holding, Inc.

During the three months ended March 31, 2018, the Company had two customers which accounting for more than 10% of the Company’s revenues (58% and 39%). During the nine months ended March 31, 2018, the Company had four customers which accounted for more than 10% of the Company’s revenues (36%, 30%, 20% and 10%). During the three months ended March 31, 2017, the Company had one customer which accounting for more than 10% of the Company’s revenues (94%). During the nine months ended March 31, 2017, the Company had two customers which accounted for more than 10% of the Company’s revenues (74% and 19%). As of March 31, 2018, the Company had one customer which represented 100% of the accounts receivable balance. As of June 30, 2017, the Company had no accounts receivable balance.

On February 21, 2018, the Company benefited from a settlement with DB Dava, LLC (“DB Dava”). Pursuant to the settlement, the Company received full title and ownership of the Rite Aid kiosks in place as well as held for installation totaling 1,012 Kiosks, valued at $5,170,233 per the third party valuation report, as well as full rights to the Rite Aid contract which has no value on the books.

Pursuant to the settlement the Company and DB Dava agreed that any receivable or payable between the entities is no longer owed, these related receivable from ProDava was previously expensed in a prior audit period. Accordingly, the Company wrote off $1,256,607 of unearned revenue and recognized a gain on the settlement in the amount of $4,189,808.

32

We plan to build, own, and operate networks of 3D Savings Center kiosks.  In April 2013 we have an agreement with Rite Aid Pharmacies (“Rite Aid”) to install 3D Savings Centers kiosks in all participating Rite Aid stores throughout the United States. These kiosks were installed in New York, Los Angeles, Detroit, Philadelphia and San Francisco retail locations.  The goal was for the Company will earn advertising revenue from advertisements in Rite Aid. As of May 19, 2018 the Company has approximately 650 kiosks installed in Rite Aid stores. The Company is in discussions and arbitration with Rite Aid to determine the future of the marketing relationship.

After a dispute with DB and ProDava 3D, in consideration of the full and final settlement of all claims and counterclaims DB transferred, assigned and conveyed the entirety of its membership interest in ProDava 3D, together with all obligations and liabilities of its as a member of ProDava 3D, to the Company