Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Nov. 30, 2021 | Jan. 13, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | NextPlay Technologies Inc. | |
Trading Symbol | NXTP | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --02-28 | |
Entity Common Stock, Shares Outstanding | 109,247,388 | |
Amendment Flag | false | |
Entity Central Index Key | 0001372183 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Nov. 30, 2021 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38402 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 26-3509845 | |
Entity Address, Address Line One | 1560 Sawgrass Corporate Parkway | |
Entity Address, Address Line Two | Suite 130 | |
Entity Address, City or Town | Sunrise | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33323 | |
City Area Code | (954) | |
Local Phone Number | 888-9779 | |
Title of 12(b) Security | Common Stock, $0.00001 Par Value Per Share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Nov. 30, 2021 | Feb. 28, 2021 |
Current assets | ||
Cash and cash equivalent | $ 20,472,178 | $ 444,920 |
Restricted cash | 945,224 | |
Prepaid expenses and other current assets | 3,142,958 | 235,746 |
Accounts receivable, net | 1,220,964 | |
Unbilled receivables | 4,369,424 | |
Other receivable, related parties | 160,036 | |
Advance for investment | 3,227,117 | |
Investment in unconsolidated affiliate: Short-term | 10,072 | |
Convertible notes receivable, related party | 7,657,024 | 3,000,000 |
Loans receivable | 9,126,612 | |
Total current assets | 50,331,609 | 3,680,666 |
Non-current assets | ||
Investment in unconsolidated affiliates: Long-term | 45,996 | |
Intangible assets, net | 18,893,957 | 7,759,603 |
Goodwill | 46,373,194 | |
Computers, furniture and equipment, net | 680,320 | 25,793 |
Operating lease right-of-use asset | 4,195,864 | |
Security Deposits | 440,378 | |
Total non-current asset | 70,629,709 | 7,785,396 |
Total assets | 120,961,318 | 11,466,062 |
Current liabilities | ||
Line of credit & notes payable, net | 6,773,028 | |
Accounts payable and accrued expenses | 7,716,322 | 343,941 |
Other current liabilities | 117,866 | 11,163 |
Deferred revenue | 517,310 | |
Current portion of operating lease liability | 869,533 | |
Other current liabilities-customer deposits | 9,638,613 | |
Other liabilities affiliate | 38,260 | |
Notes payable - related party | 742,611 | 1,053,082 |
Total current liabilities | 26,375,283 | 1,446,446 |
Non-current liabilities | ||
Line of Credit and Notes Payable Long Term, net | 322,318 | |
Note payable long term, related parties | 966,314 | |
Operating lease liability, non-current portion | 3,350,955 | |
Total non-current liabilities | 4,639,587 | |
Total liabilities | 31,014,870 | 1,446,446 |
Commitments and Contingencies | ||
Stockholders’ equity | ||
Common stock, $0.00001 par value; 500,000,000 shares authorized; 109,247,388 and 62,400,000 shares outstanding at November 30, 2021 and February 28, 2021, respectively | 1,092 | 624 |
Treasury stock | (771,456) | |
Additional paid-in-capital | 105,662,478 | 11,599,357 |
Accumulated other comprehensive income | (276,038) | 10,221 |
Accumulated deficit | (19,469,705) | (1,200,309) |
Stockholders’ equity attributable to parent | 85,146,371 | 10,409,893 |
Non-controlling interest in consolidated affiliates | 4,800,077 | (390,277) |
Total stockholders’ equity | 89,946,448 | 10,019,616 |
Total liabilities and stockholders’ equity | 120,961,318 | 11,466,062 |
Series A Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock | ||
Series B Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock | ||
Series C Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock | ||
Series D Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Nov. 30, 2021 | Feb. 28, 2021 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 109,247,388 | 62,400,000 |
Common stock, shares outstanding | 109,247,388 | 62,400,000 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 10,000,000 |
Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 3,828,500 | 3,828,500 |
Preferred stock, shares issued | 0 | 3,828,500 |
Preferred stock, shares outstanding | 0 | 3,828,500 |
Series D Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 6,100,000 | 6,100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations, Net and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | |
Revenue | ||||
Total revenue | $ 4,199,100 | $ 6,846,383 | ||
Cost of Revenue | ||||
Total Cost of Revenue | 1,952,932 | 3,227,272 | ||
Gross Profit | 2,246,168 | 3,619,111 | ||
Operating Expenses | ||||
General and administrative | 4,792,330 | 230,338 | 7,038,226 | 453,331 |
Salaries and benefits | 2,913,939 | 91,716 | 5,042,481 | 203,393 |
Technology and development | 344,890 | 115 | 596,143 | 336 |
Stock-based compensation | 665,202 | 880,435 | ||
Selling and promotions expense | 441,096 | 954 | 802,725 | 954 |
Depreciation and amortization | 1,963,855 | 139,332 | 3,490,595 | 333,446 |
Total operating expenses | 11,121,312 | 462,455 | 17,850,605 | 991,460 |
Operating Loss | (8,875,144) | (462,455) | (14,231,494) | (991,460) |
Other Income/ (Expense) | ||||
Valuation loss, net | (842,678) | (2,339,071) | ||
Impairment loss | (3,126,543) | |||
Interest income (expense) | 55,224 | (14,937) | 56,431 | (39,765) |
Realized loss on sale of marketable securities | (59,586) | |||
Foreign Exchange gain | 56,835 | 56,835 | ||
Other expense | (13,537) | (281) | (11,398) | |
Total other (expenses)/income | (800,991) | 41,617 | (5,480,167) | 17,070 |
Net loss before tax | (9,676,135) | (420,838) | (19,711,661) | (974,390) |
Estimated corporate taxes | 5,316 | 54,689 | ||
Net loss | (9,670,819) | (420,838) | (19,656,972) | (974,390) |
Share of non-controlling interest | (611,187) | 111,762 | (1,387,576) | (243,170) |
Net loss attributable to parent | (9,059,632) | (532,600) | (18,269,396) | (731,220) |
Other Comprehensive (loss) income: | ||||
Foreign currency translation (loss) | (145,763) | (44,382) | (286,259) | (23,296) |
Total other comprehensive (loss) | (145,763) | (44,382) | (286,259) | (23,296) |
Comprehensive loss | $ (9,816,582) | $ (465,220) | $ (19,943,231) | $ (997,686) |
Weighted average number of common shares outstanding | ||||
Basic (in Shares) | 94,544,672 | 104,563 | 104,368,960 | 104,563 |
Diluted (in Shares) | 94,544,672 | 104,563 | 104,368,960 | 104,563 |
Basic net loss per share (in Dollars per share) | $ (0.1) | $ (5.09) | $ (0.18) | $ (6.99) |
Diluted net loss per share (in Dollars per share) | $ (0.1) | $ (5.09) | $ (0.18) | $ (6.99) |
Media Subscription and Services [Member] | ||||
Revenue | ||||
Total revenue | $ 3,698,329 | $ 6,015,365 | ||
Cost of Revenue | ||||
Total Cost of Revenue | 1,675,419 | 2,828,189 | ||
Interest and Bank Services [Member] | ||||
Revenue | ||||
Total revenue | 420,522 | 713,879 | ||
Cost of Revenue | ||||
Total Cost of Revenue | 208,232 | 295,571 | ||
Travel Services [Member] | ||||
Revenue | ||||
Total revenue | 80,249 | 117,139 | ||
Cost of Revenue | ||||
Total Cost of Revenue | $ 69,281 | $ 103,512 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Preferred B StockPreferred Stock | Preferred C StockPreferred Stock | Common Stock | Treasury Stock | Subscription receivable | Additional Paid In Capital | Accumulated deficit | Accumulated other comprehensive income | Total shareholders’ equity | Minority interest | Total |
Balance at Mar. 05, 2020 | |||||||||||
Balance (in Shares) at Mar. 05, 2020 | |||||||||||
Foreign currency translation adjustment | (11,415) | (11,415) | (11,881) | (23,296) | |||||||
Share contribution cash | $ 132 | 2,150,752 | 2,150,884 | 32,184 | 2,183,068 | ||||||
Share contribution cash (in Shares) | 13,000,000 | ||||||||||
Intangible assets | $ 390 | 6,403,004 | 6,403,394 | 6,403,394 | |||||||
Intangible assets (in Shares) | 39,000,000 | ||||||||||
Unpaid capital | (955,783) | (955,783) | (32,184) | (987,967) | |||||||
Net loss for the period | (731,220) | (731,220) | (243,170) | (974,390) | |||||||
Balance at Nov. 30, 2020 | $ 522 | (955,783) | 8,553,756 | (731,220) | (11,415) | 6,855,860 | (255,051) | 6,600,809 | |||
Balance (in Shares) at Nov. 30, 2020 | 52,000,000 | ||||||||||
Balance at Aug. 31, 2020 | $ 522 | (1,878,113) | 8,584,804 | (198,620) | 21,086 | 6,529,679 | (354,932) | 6,174,747 | |||
Balance (in Shares) at Aug. 31, 2020 | 52,134,541 | ||||||||||
Foreign currency translation adjustment | (32,501) | (32,501) | (11,881) | (44,382) | |||||||
Share contribution cash | 31,048 | (31,048) | |||||||||
Share contribution cash (in Shares) | (134,541) | ||||||||||
Intangible assets | |||||||||||
Unpaid capital | 891,282 | 891,282 | 891,282 | ||||||||
Net loss for the period | (532,600) | (532,600) | 111,762 | (420,838) | |||||||
Balance at Nov. 30, 2020 | $ 522 | (955,783) | 8,553,756 | (731,220) | (11,415) | 6,855,860 | (255,051) | 6,600,809 | |||
Balance (in Shares) at Nov. 30, 2020 | 52,000,000 | ||||||||||
Balance at Feb. 28, 2021 | $ 624 | 11,599,357 | (1,200,309) | 10,221 | 10,409,893 | (390,277) | 10,019,616 | ||||
Balance (in Shares) at Feb. 28, 2021 | 62,400,000 | ||||||||||
Reduction of share capital | $ (104) | (2,999,896) | (3,000,000) | (3,000,000) | |||||||
Reduction of share capital (in Shares) | (10,400,000) | ||||||||||
Reverse acquisition recapitalization | $ 100 | $ 38 | $ 239 | 62,813,297 | 62,813,536 | 5,401,901 | 68,215,437 | ||||
Reverse acquisition recapitalization (in Shares) | 10,000,000 | 3,828,500 | 23,854,203 | ||||||||
Conversion of preferred | $ (100) | $ (38) | $ 112 | (112) | |||||||
Conversion of preferred (in Shares) | (10,000,000) | (3,828,500) | 11,246,200 | ||||||||
Shares issued for compensation | $ 5 | 1,061,095 | 1,061,100 | 1,061,100 | |||||||
Shares issued for compensation (in Shares) | 499,062 | ||||||||||
Shares issued for consulting | $ 4 | 754,996 | 755,000 | 755,000 | |||||||
Shares issued for consulting (in Shares) | 400,000 | ||||||||||
Shares issued for debt payment | $ 3 | 669,997 | 670,000 | 670,000 | |||||||
Shares issued for debt payment (in Shares) | 335,000 | ||||||||||
Shares issued for business acquisition | $ 19 | 4,813,933 | 4,813,952 | 4,813,952 | |||||||
Shares issued for business acquisition (in Shares) | 1,925,581 | ||||||||||
Shares issued for private placement | $ 190 | 27,849,811 | 27,850,001 | 27,850,001 | |||||||
Shares issued for private placement (in Shares) | 18,987,342 | ||||||||||
Warrant cancellation | (900,000) | (900,000) | (900,000) | ||||||||
Share repurchase | (771,456) | (771,456) | (771,456) | ||||||||
Foreign currency translation adjustment | (286,259) | (286,259) | (324,311) | (610,570) | |||||||
Net loss for the period | (18,269,396) | (18,269,396) | (1,387,576) | (19,656,972) | |||||||
Changes in ownership interest from acquisition | 1,500,340 | 1,500,340 | |||||||||
Balance at Nov. 30, 2021 | $ 1,092 | (771,456) | 105,662,478 | (19,469,705) | (276,038) | 85,146,371 | 4,800,077 | 89,946,448 | |||
Balance (in Shares) at Nov. 30, 2021 | 109,247,388 | ||||||||||
Balance at Aug. 31, 2021 | $ 895 | (771,456) | 77,518,323 | (10,410,073) | (130,275) | 66,207,414 | 4,235,235 | 70,442,649 | |||
Balance (in Shares) at Aug. 31, 2021 | 89,693,984 | ||||||||||
Shares issued for compensation | $ 6 | 1,045,095 | 1,045,101 | 1,045,101 | |||||||
Shares issued for compensation (in Shares) | 491,062 | ||||||||||
Shares issued for consulting | $ 1 | 149,250 | 149,251 | 149,251 | |||||||
Shares issued for consulting (in Shares) | 75,000 | ||||||||||
Shares issued for private placement | $ 190 | 27,849,810 | 27,850,000 | 27,850,000 | |||||||
Shares issued for private placement (in Shares) | 18,987,342 | ||||||||||
Warrant cancellation | (900,000) | (900,000) | (900,000) | ||||||||
Foreign currency translation adjustment | (145,763) | (145,763) | (324,311) | (470,074) | |||||||
Net loss for the period | (9,059,632) | (9,059,632) | (611,187) | (9,670,819) | |||||||
Changes in ownership interest from acquisition | 1,500,340 | 1,500,340 | |||||||||
Balance at Nov. 30, 2021 | $ 1,092 | $ (771,456) | $ 105,662,478 | $ (19,469,705) | $ (276,038) | $ 85,146,371 | $ 4,800,077 | $ 89,946,448 | |||
Balance (in Shares) at Nov. 30, 2021 | 109,247,388 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (18,269,396) | $ (731,220) |
Adjustments to reconcile net income to net cash used for operating activities: | ||
Depreciation and amortization | 3,310,293 | 337,187 |
Foreign exchange gain, net | (56,195) | |
Valuation loss, net | 2,416,176 | |
Stock based compensation | 880,435 | |
Goodwill | 76,961 | |
Loss from computer, furniture and equipment written off | 12,751 | |
Gain on sale of computer, furniture and equipment | (25) | |
Loss on minority interest | (1,387,576) | (243,170) |
Loss on currency translation | (610,571) | |
Impairment loss | 3,126,543 | |
Changes in operating assets and liabilities: | ||
Amounts due from related parties | 46,953 | (4,192) |
Amounts due to related party | 73,188 | 76,393 |
Accounts receivable | 4,863,328 | |
Unbilled receivable | (4,369,424) | |
Loans receivable | (1,389,808) | |
Prepaid expenses and other current assets | 120,627 | (172,686) |
Security deposits | (67,518) | |
Operating lease liabilities | 49,924 | 8,846 |
Accounts payable & accrued expenses | 751,155 | 105,119 |
Deferred revenue - related party | (450,152) | |
Other current liabilities | (1,745,492) | 10,760 |
Cash used in operating activities | (12,574,379) | (656,407) |
Cash flows from investing activities: | ||
Short term investment - related party | 235,658 | |
Investment in unconsolidated affiliate | 952,550 | |
Payment in advance for investment | (1,000,000) | |
Convertible notes receivable - related party | (2,500,000) | |
Additions of intangible assets – related party | (919,357) | (2,035,425) |
Additions of intangible assets | (970,630) | (7,226) |
Purchase of computer, furniture, and equipment | (250,636) | (29,513) |
Proceeds from disposal of fixed assets | 1,460 | |
Effects of a business combination of NextBank | 4,200,006 | |
Effects of a business combination of NextPlay (Monaker) | 9,323,686 | |
Cash provided by (used in) investing activities | 11,572,737 | (4,572,164) |
Cash flows from financing activities: | ||
Proceeds from issuance of ordinary shares | 2,044,217 | |
Proceed from notes payable - related party | 700,000 | 1,883,420 |
Advance received from related parties for share subscription | 2,500,000 | |
Repayment of notes payable - related party | (213,155) | (1,123,443) |
Treasury stock transaction | (500,000) | |
Proceeds from promissory notes - related party | 1,680,504 | |
Proceeds from promissory notes | 1,987,318 | |
Payments on promissory notes – related party | (1,330,967) | |
Payments on promissory notes | (8,199,576) | |
Proceeds from sale of stock | 27,850,000 | |
Cash provided by financing activities | 21,974,124 | 5,304,194 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (5,028) | |
Cash, Cash Equivalents, and Restricted Cash | ||
Net change during the period | 20,972,482 | 70,595 |
Balance, beginning of period | 444,920 | |
Balance, end of period | 21,417,402 | 70,595 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 520,785 | 36,468 |
NON-CASH TRANSACTIONS | ||
Addition of intangible assets through exchanging shares | 5,554,278 | |
Settle (a) Convertible note receivable and (b) note payable due to closing share exchange transaction | 12,000,000 | |
Settle (a) Convertible note receivable and (b) share capital increase due to closing share exchange transaction | 3,000,000 | |
Operating lease right to use assets obtained in exchange for new operating lease liabilities | 8,755 | |
Share issues for consulting and employee compensation | 1,816,100 | |
Reconciliation of cash, cash equivalents, and restricted cash reported in the statement of financial position | ||
Cash and cash equivalents | 20,472,178 | 70,595 |
Restricted cash | 945,224 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 21,417,402 | $ 70,595 |
Summary of Business Operations
Summary of Business Operations and Significant Accounting Policies | 9 Months Ended |
Nov. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Business Operations and Significant Accounting Policies | Note 1 – Summary of Business Operations and Significant Accounting Policies Nature of Operations and Business Organization NextPlay Technologies, Inc. and its consolidated subsidiaries (“ NextPlay we our us Company AdTech AI FinTech NextPlay is organized into three (3) divisions: (i) NextMedia, the Company’s Interactive Digital Media Division; (ii) NextFinTech, the Company’s Finance and Technology Division; and (iii) NextTrip, the Company’s Travel Division. In the Interactive Digital Media Division, NextPlay closed its acquisition of HotPlay Enterprise Limited and its In-Game Advertising (“ IGA Reinhart In the Finance and Technology Division, the Company’s acquisition of International Financial Enterprise Bank (“ IFEB NextBank Our Company, in accordance with Thailand foreign ownership laws, holds an indirect control of Longroot (Thailand) Company Limited (“ Longroot ICO Thai SEC Leveraging Longroot Thailand’s blockchain technology, NextPlay is developing blockchain products and solutions to support its other business units, such as a next generation insurance solution to be offered through our Travel division. Our Travel division currently offers booking solutions for both business and leisure travel and plans to expand its product and services offerings by integrating multiple technologies from other NextPlay divisions. On October 14, 2021, “Longroot Inc.” (a subsidiary company) changed its name to “Next Fintech Holdings, Inc.” Conditional Approval for License to Carry on General Insurance and Reinsurance Business Effective November 16, 2021, Labuan FSA approved the Company’s application to carry on general insurance and reinsurance business subject to certain conditions including (i) payment of a $15,000 annual license fee, (ii) submission of evidence reflecting paid up capital amounting to MYR 10.0 mil (approximately to $2,390,000 US), (iii) submission of proof of registration as a member of Labuan International Insurance Association, and (iv) submission of a Management Services Agreement with the appointed insurance manager, (v) submission of a Letter of Undertaking, and (vi) submission of constituent documents to the Registration of Company Unit. The conditions are to be met within 3 months of November 29, 2021, the date Labuan FSA issued a letter confirming the conditional approval. Reverse Acquisition of HotPlay Enterprise Ltd. On July 23, 2020, the Company (then known as Monaker Group, Inc. (“ Monaker Share Exchange Agreement HotPlay HotPlay Stockholders Reverse Acquisition of HotPlay Enterprise Ltd. (6/30/21) Fair Value of Monaker assets acquired Cash $ 9,323,686 Current assets $ 24,082,699 Non-current assets $ 26,247,848 Net assets acquired $ 59,654,233 Fair Value of Monaker liabilities assumed Current liabilities $ 32,482,320 Non-current liabilities $ 5,420,131 Net liabilities assumed $ 37,902,451 Net assets acquired $ 21,751,782 Purchase consideration Number of Monaker common shares outstanding as of 6/30/2021 23,854,203 Monaker share price as of 6/30/2021 $ 2.24 Preliminary estimate of fair value of common shares $ 53,433,415 Fair value of total estimated consideration transferred $ 53,433,415 Purchase Price Allocation Fair value of Monaker net assets acquired as of 6/30/2021 $ 21,751,782 Fair value of total estimated consideration transferred $ 53,433,415 Goodwill $ 31,681,633 The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the applicable guidance. Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ US GAAP SEC The results of operations for the nine months ended November 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, 2022. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with US 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 of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, the valuation of stock options, and deferred income taxes. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents on November 30, 2021, and February 28, 2021. Restricted Cash Restricted cash represents cash retained in an escrow account for business purposes for more than 90 days. The outstanding restricted cash as of November 30, 2021 was $945,224, and was $0 as of February 28, 2021. Accounts Receivable and Unbilled Receivables A receivable is recognized when the Company has an unconditional right to receive consideration. If revenue has been recognized before the Company has an unconditional right to receive consideration, the amount is presented as an unbilled receivable. A receivable is measured at transaction price less impairment loss and unbilled receivables are measured at the amount of consideration that the Group is entitled to, less impairment loss. Prepaid Expenses and Other Current Assets The Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are expensed over time according to the period where it is indicated on the contract. Convertible Notes Receivable Loans Receivable Loans that the Company has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, generally are stated at their outstanding principal amount adjusted for charge-offs and the allowance for loan losses. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. As of November 30, 2021, there were no loans placed on non-accrual. Advance for Investment Advance for investment represents cash deposits transferred to the investment seller as a deposit payment as stipulated in the investment purchase agreement. Investment in Unconsolidated Affiliates Investment in unconsolidated affiliates is recognized at cost less valuation loss. Computer, Furniture and Equipment The Company purchases computers, laptops, furniture and fixture. These are originally recorded at cost and stated at cost less accumulated depreciation. The computers and laptops are depreciated over a useful life of 3 and 5 years, respectively. The furniture and fixture are depreciated over a useful life of 5 and 10 years, respectively. Straight-line depreciation is used for all computers, laptops, furniture and equipment. Intangible Assets Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ ASC 985-20-25 Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (ASC) 350-50 “ Website Development Costs Goodwill Goodwill represents the future economic benefits arising from assets acquired in a business combination that is not individually identified and separately recognized as an asset. Adjustments made to the acquisition accounting during the measurement period may affect the recognition and measurement of assets acquired and liabilities assumed, any NCI, consideration transferred and goodwill or any bargain purchase gain, as well as the remeasurement of any pre-existing interest in the acquiree. Impairment of Intangible Assets In accordance with ASC 350-30-65 “ Goodwill and Other Intangible Assets 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense of $3,310,293 and $337,187 during the nine months ended November 30, 2021 and 2020, respectively. Accounts payable, note payables and accrued expenses Accounts payable, note payables and accrued expenses are recognized when they occur at cost. Customer deposit Customer deposit represents cash deposits received from customers at NextBank. Business Combination The Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ ASC 805 Non-controlling interests Non-controlling interests represent the equity in a subsidiary that is not attributable directly or indirectly to the parent. At the acquisition date, the Company measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree. Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Foreign Currency Translation The Company prepares the consolidated financial statements using U.S. dollars as the functional currency. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholders’ equity through other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Income and expenses are translated at the average monthly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statements of net and comprehensive loss. The effect of foreign currency translation on cash and cash equivalents is reflected in cash flows from operating activities on the consolidated statements of cash flows. Reclassification Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification has no impact on the total assets, total liabilities, stockholders’ equity and net loss for the period. Earnings per Share Basic earnings per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the nine months ended November 30, 2021, convertible notes payables were excluded from the computation of diluted net loss per share, as the result of the computation was anti-dilutive. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining transactions price, allocating transaction price to the performance obligation and recognizing revenue when the performance obligation is satisfied. Types of revenue consist of: Digital Media Revenue is generated from subscriptions and services rendered. Subscription revenues are deferred and recognized as the service is performed each month. Revenue from services is recognized when the contractual performance obligation is met. Finance and Technology NextBank International provides traditional banking services in niche-focused businesses, including commercial and residential real estate and the origination and sale of loans and receivables financing, among other types of lending services. Revenue is recognized from two sources, interest income and loan fees. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due, unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. As of November 30, 2021, there were no loans placed on non-accrual. Revenue is also recognized on service fees such as loan origination fees, brokering fees, and deposit account fees. As of November 30, 2021, the Company had interest and non-interest- bearing deposits received from customers with interest rates ranging from 0% to 4% payable per annum. Travel We recognize revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues). We generate our revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). Cost of Revenue Cost revenue from digital media mainly consists of cost of employees - software developer and other sub-contractors. Cost of revenue from finance and technology mainly consists of interest expense, loan related commissions. Cost of revenue from travel mainly consists of cost of the tours and activities, commissions and merchant fees charged by credit card processors. Selling and Promotions Expense Selling and promotion expenses consist primarily of advertising and promotional expenses, expenses related to our participation in industry conferences, and public relations expenses. The expense for the nine months ended November 30, 2021 and November 30, 2020 was $802,725 and $954, respectively. Stock Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, “ Compensation – Stock Compensation The Company adopted ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ASU 2018-7 Warrant Modifications The Company treats a modification of the terms or conditions of an equity award in accordance with ASC Topic 718-20-35-3, by treating the modification as an exchange of the original award for a new award. In substance, the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of ASC Topic 718-20-35-3 over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. Fair Value of Financial Instruments The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but it does provide guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities. Financial instruments consist principally of cash, accounts receivable, investments in unconsolidated affiliates, other receivable, net, accounts payable, accrued liabilities, notes payable, related parties, line of credit and certain other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. Leases The Company utilizes operating leases for its offices. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-to-use assets, non-current, and operating lease liabilities current and non-current captions in the consolidated balance sheets. Operating lease right-to-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all impacting the determination of the lease term and lease payments to be used in calculating the lease liability. Lease cost is recognized on a straight-line basis over the lease term. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate, the Company uses a derived incremental borrowing rate based on borrowing options under its credit agreement. The Company applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease. Segment Reporting Accounting Standards Codification 280-10 “ Segment Reporting An operating segment component has the following characteristics: a. It engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity). b. Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. c. Its discrete financial information is available. The Company has three operating segments consisting of (i) the NextMedia Division, which consists of HotPlay and Reinhart/Zappware, (ii) the NextFinTech Division, which consists of Longroot and NextBank, and (iii) NextTrip Division, which includes NextTrip holdings. The Company’s chief operating decision makers are considered to be the Co-Chief Executive Officers. The chief operating decision makers allocate resources and assesses performance of the business and other activities at the single operating segment level. See Note 12 Business Segment Reporting for details on each segment unit. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
Going Concern
Going Concern | 9 Months Ended |
Nov. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 - Going Concern As of November 30, 2021, and February 28, 2021, the Company had an accumulated deficit of $19,469,705 and $1,200,309, respectively. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. We have limited financial resources. As of November 30, 2021, we have working capital of $23,956,326, which we believe is adequate to cover our monthly cash requirement of approximately $1,450,000 for over twelve months. We will need to raise additional capital to support the on-going operation, increase market penetration of our products, expand the marketing and development of our travel and technology driven products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, and systems for managing the business including covering other operating costs until our planned revenue streams from all businesses and products are fully implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, would negatively impact our business, financial condition, and liquidity. We currently have limited resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business and ability to continue as a going concern. As indicated by the increase of the Company’s deferred revenue balance as of November 30, 2021, $517,310, we expect to see an increase in revenue in the 4th quarter. Management’s plans with regard to this going concern are as follows: (i) the Company plans to continue to raise funds with third parties by way of public or private offerings, (ii) the Company is working aggressively to increase the viewership of its travel and gaming products by promoting it across other mediums, (iii) the Company expects growth in revenue from interest and non-interest income through organic growth and new business initiatives in the finance and technology division (iv) the Company plans to issue tokens under its Longroot entity during the year 2022, which is expected to result in generating revenues; and (v) the Company is tightening its spending on expenses, which is expected to help in the cost reduction of the operations. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan and generate greater revenues. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. Although we currently cannot predict the full impact of the COVID-19 pandemic on our fiscal 2022 financial results relating to our operations, we anticipate an increase in year-over-year revenue as compared to the fiscal year 2021 ended February 28, 2021. However, the ultimate extent of the COVID-19 pandemic and its impact on global travel and overall economic activity is constantly changing and impossible to predict currently. |
Notable Financial Information
Notable Financial Information | 9 Months Ended |
Nov. 30, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Notable Financial Information | Note 3 – Notable Financial Information Prepaid Expenses and Other Current Assets As of November 30, 2021 and February 28, 2021, the Company had prepaid expenses of $2,390,581 and $11,590, respectively. As of November 30, 2021 and February 28, 2021, the Company had other current assets of $752,377 and $224,156, respectively. Accounts Receivable As of November 30, 2021 and February 28, 2021, the Company had accounts receivable of $1,220,964 and $0, respectively. As of November 30, 2021 and February 28, 2021, the allowance for doubtful account was $292,530 and $0, respectively. Unbilled Receivables As of November 30, 2021 and February 28, 2021, the Company had unbilled receivables of $4,369,424 and $0, respectively. Loans Receivable As of November 30, 2021 and February 28, 2021, the Company had loans receivable of $9,126,612 and $0, respectively, relating to NextBank. Goodwill As of November 30, 2021 and February 28, 2021, the Company had total goodwill of $46,373,194 and $0, respectively. The year-over-year increase resulted from the following: (i) the reverse acquisition of HotPlay of $31,681,633; (ii) the acquisition of NextBank International of $7,644,101; (iii) the acquisition of Zappware by Reinhart of $3,609,939; and (iv) the recognition of goodwill from Longroot acquisition on November 16, 2020 in which the Purchase Price Allocation (PPA) was completed by an independent appraiser and the Company recorded the fair value of assets and liabilities, as a result, goodwill increased in amount $3,437,521. Summary of changes in fair value allocation resulted below: Amount Goodwill increased 3,437,521 Net other assets decreased (188,479 ) Intangible assets decreased (1,748,702 ) Non-controlling interest increased (1,500,340 ) - Computer, Furniture and Equipment As of November 30, 2021 and February 28, 2021, the Company had net computer, furniture and equipment of $680,320 and $25,793, of which $86,240 and $1,381 included depreciation expense, respectively. Accounts Payable and Accrued Expenses As of November 30, 2021 and February 28, 2021, the Company had accounts payable of $3,726,801 and $81,779, respectively. As of November 30, 2021 and February 28, 2021, the Company had accrued expenses of $3,989,521 and $262,162, respectively. Other Liabilities – Customer Deposits As of November 30, 2021 and February 28, 2021, the Company had other current liabilities – customer deposits of $9,638,613 and $0, respectively, relating to NextBank. Deferred Revenue As of November 30, 2021 and February 28, 2021, the Company had deferred revenue of $517,310 and $0, respectively, relating to travel and digital future sales. Short Term Note Payable – Related Parties As of November 30, 2021 and February 28, 2021, the Company had a short term note payable – related party of $742,611 and $1,053,082, respectively, relating to Tree Roots Entertainment and MQDC. Long Term Note Payable – Related Parties As of November 30, 2021 and February 28, 2021, the Company had a long term note payable – related party of $966,314 and $0, respectively, mainly related to note payable of preferred dividends in arrears. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 9 Months Ended |
Nov. 30, 2021 | |
Business Combination And Asset Acquisition Abstract | |
Acquisitions and Dispositions | Note 4 – Acquisitions and Dispositions Reinhart Interactive TV AG and Zappware N.V. Acquisition On January 15, 2021, we entered into a Founding Investment and Subscription Agreement (the “ Investment Agreement Founder The Investment Agreement contemplated the Company acquiring 51% of the ownership of Reinhart, in consideration for 10,000,000 Swiss Francs (approximately $10.7 million US). The closing of the transactions contemplated by the Investment Agreement was to take place on April 1, 2021, or earlier if the conditions to closing were earlier satisfied. Conditions to closing included the Company paying the required capital contribution, approval of the transaction by the board of directors of the Company and Reinhart, and certain requirements and confirmations required by Swiss law. The Investment Agreement included customary representations and warranties of the parties. We also agreed to reimburse the Founder’s legal fees of up to 30,000 Swiss Francs (approximately $33,670 US) in connection with the transaction. Additionally, in the event we failed to close the transactions contemplated by the Investment Agreement by April 1, 2021, we agreed to pay the Founder 500,000 Swiss Francs (approximately $560,000 US), as a break-up fee. We paid the founder $10.7 million in cash on March 31, 2021; however, the shares of Reinhart were not transferred to the Company until June 23, 2021. The consideration paid to the Founder came largely from funds advanced by HotPlay pursuant to the HotPlay Convertible Notes (defined and described in “Note 9—Notes Payable”, under “HotPlay Convertible Notes”). As of June 23, 2021, all the closing conditions had been satisfied and this transaction was completed. In accordance with ASC 805, as described in “Note 1 – Summary of Business Operations and Significant Accounting Policies”, the Company has accounted for this business combination utilizing the following values in connection with the business acquisition of Reinhart as of June 23, 2021. The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the applicable guidance. Acquisition of Reinhart TV AG/Zappware Total Identifiable Assets $ 23,458,222 Total liabilities $ 12,750,462 Net Assets $ 10,707,760 Total Consideration transferred $ 10,707,760 Reinhart is in the business of providing a software-based TV and video distribution platform to telecom companies and digital content owners, and providing services to telecom companies and digital content owners for user interaction design, as well as software development, deployment and support. In connection with our entry into the Investment Agreement, we entered into a Founding Shareholders’ Agreement with the Founder (the “ Shareholders’ Agreement The Shareholders’ Agreement also provides a right for the Founders to sell their shares to the Company, at which time the Company will be required to purchase such shares (the “ Founder’s Shares Date right is triggered Percent of Founder’s Shares eligible to be sold Required Purchase Price January 1, 2024 33 % 15 times EBITDA based on audited 2023 Reinhart financials January 1, 2025 66 % 15 times EBITDA based on audited 2024 Reinhart financials December 20, 2025, if the board of directors of Reinhart, together with a majority of the directors appointed by the Company, agree to sell Reinhart to a third party, but the Company and the Founder cannot agree on such sale, by such date 100 % Higher of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials January 1, 2026 100 % Lower of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials The Shareholders’ Agreement also allows the parties to file for an initial public offering on any internationally recognized exchange. The Shareholders’ Agreement has a term of 10 years, extendable thereafter for successive five-year periods, unless terminated by either party with 12 months prior written notice (provided that any such termination shall only be applicable to the terminating shareholder), subject to earlier termination in connection with certain initial public offerings. NextBank International (formerly IFEB) Acquisition On April 1, 2021, we entered into a Bill of Sale for Common Stock, effective March 22, 2021 (the “ Bill of Sale IFEB Shares IFEB IFEB was incorporated in 2017 as a corporation under the laws of the Commonwealth of Puerto Rico and received its international financial entity license on June 18, 2017 from the Office of the Commissioner of Financial Institutions of Puerto Rico, in Spanish, “ Oficina del Comisionado de Instituciones Financieras OCIF On May 6, 2021, in anticipation of the acquisition of the IFEB Shares, and control of IFEB, the Company and IFEB entered into a Preferred Stock Exchange Agreement, which was amended by a First Amendment to Preferred Stock Exchange Agreement entered into May 10, 2021 and effective May 6, 2021 (as amended by the first amendment, the “ Original Preferred Exchange Agreement Notwithstanding the terms of the Bill of the Sale, and the payment by the Company of the aggregate purchase price pursuant thereto, the transfer of the Initial IFEB Shares to the Company and the Company’s acquisition of control of IFEB was subject to review of the Company’s financial viability, as well as other matters, by OCIF, which approval of OCIF was received in June 2021, but which acquisition did not close until July 21, 2021. Separately, on July 21, 2021, the Company entered into, and closed the transactions contemplated by, a Share Exchange Agreement with various other holders of shares of Class A Common Stock of IFEB (the “ Additional Sellers IFEB Exchange Agreement IFEB Common Shares As a result of the closing of both transactions, we acquired control of 100% of IFEB as of July 21, 2021. In accordance with ASC 805, as described in “Note 1 – Summary of Business Operations and Significant Accounting Policies”, the Company has accounted for this business combination utilizing the following values in connection with the business acquisition of NextBank as of July 21, 2021. The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the guidance. Acquisition of NextBank International, Inc. (7/21/21) Fair Value of assets acquired Cash $ 4,200,006 Current assets $ 8,789,072 Non-current assets $ 224,210 Net assets acquired $ 13,213,288 Fair Value of liabilities assumed Current liabilities $ 9,643,436 Non-current liabilities $ — Net liabilities assumed $ 9,643,436 Net assets acquired $ 3,569,852 Purchase consideration Cash $ 6,400,000 (1) Common stock (1,925,581 shares $2.50 per share) $ 4,813,953 Fair value of total consideration transferred $ 11,213,953 Purchase Price Allocation Fair value of net assets acquired as of 7/21/2021 $ 3,569,852 Fair value of total consideration transferred $ 11,213,953 Goodwill $ 7,644,101 (1) The $6.4 million of cash was paid by NextPlay prior to the closing of the Reverse Acquisition and is not presented on the Company’s consolidated statement of cash flows. The IFEB Exchange Agreement required that: (a) three legacy board members of IFEB remain on the Board of Directors of IFEB for a period of one year after the closing date of the IFEB Exchange Agreement, subject to rights of removal if such continued appointment/service as board members would violate the fiduciary duties of any other board members; (b) certain outstanding loans held by one of the legacy board members be extended, and be subject to a further extension; (c) that Ms. Nithinan Boonyawattanapisut, Mr. J. Todd Bonner, Mr. Donald P. Monaco and Mr. William Kerby (each a member of the Board of Directors of the Company) and Mr. Jan Reinhart, the founder of Reinhart, be appointed as members of the Board of Directors of IFEB; (d) that Mr. Ronald Poe will be appointed as Vice President of Next Fintech Holdings Inc. (formerly Longroot, Inc.), the Company’s wholly-owned subsidiary, and be provided a salary of $120,000 per year, pursuant to an employment agreement; and (e) that Mr. Robert Fiallo, will be hired by an affiliate of the Company pursuant to an employment agreement, and be paid a base salary of $300,000 per year, plus a bonus of 3% of the profits from projects he works with or assists in developing. On September 28, 2021, the Company entered into a Preferred Stock Exchange Agreement (the “ Preferred Exchange Agreement Exchanged Common Shares NextBank Preferred Shares The Preferred Exchange Agreement included customary representations, covenants and warranties of the parties, and closing conditions which would be customary for a transaction of this type. The transactions contemplated by the Preferred Exchange Agreement closed on October 1, 2021. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Nov. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Related Party Transactions Parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control or joint control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa. Name of related parties Relationship with the Company Red Anchor Trading Corporation (“RATC”) A shareholder of the Company and controlled by a Co-CEO of the Company and a director of the Company Tree Roots Entertainment Group Company Limited (“TREG”) A significant shareholder of the Company Axion Ventures Inc. (“Axion”) An entity shareholding by a Co-CEO of the Company Axion Interactive Inc. ("AI") A subsidiary of Axion HotNow (Thailand) Company Limited (“HotNow”) An entity controlled by a Co-CEO of the Company True Axion Interactive Company Limited (“TAI”) An entity shareholding by a Co-CEO of the Company Magnolia Quality Development Corporation Limited (“MQDC”) A significant shareholder of TREG, which is a significant shareholder of the Company Nithinan Boonyawattanapisut Co-CEO of the Company, and a shareholder of the Company, RATC, HotNow, Axion and TAI Immediate Family Member Immediate family member with executive officer of the Company Other than disclosed elsewhere, the Company had the following significant related party transactions for the nine months ended November 30, 2021. Payment of marketing expense: Immediate Family Member $ 199,200 Payment of consulting expense: Immediate Family Member $ 82,500 Payment of salary expense: Immediate Family Member $ 73,057 Purchase of intangible asset: HotNow (Thailand) Company Limited $ 275,397 Purchase of equipment: HotNow (Thailand) Company Limited $ 127,927 True Axion Interactive Company Limited $ 14,115 General and admin expense: HotNow (Thailand) Company Limited $ 15,045 Operating expense: HotNow (Thailand) Company Limited $ 211,589 Interest expense of loan from: Magnolia Quality Development Corporation Limited $ 31,583 Tree Roots Entertainment Group Company Limited $ 58,504 Rental expense: Tree Roots Entertainment Group Company Limited $ 62,164 HotNow (Thailand) Company Limited $ 12,715 Other expense: HotNow (Thailand) Company Limited $ 5,454 Payment of contract cost: HotNow (Thailand) Company Limited $ 671,673 The Company had the following related party balances as of November 30, 2021 as follows: Nature November 30, Amounts due to related parties: Magnolia Quality Development Corporation Limited Accrued interest expense 3,296 Tree Roots Entertainment Group Accrued interest expense 32,791 HotNow (Thailand) Company Limited Other liability 391 Axion Interactive Inc. Other payable 1,770 Total $ 38,248 Notes receivable: HotNow (Thailand) Company Limited 52,745 Notes payable: Magnolia Quality Development Corporation Limited 445,567 Tree Roots Entertainment Group 297,044 Total $ 795,356 The comparative figure for the nine months ended November 30, 2020 represents significant related party transactions of Hotplay Enterprise Ltd. as follow: Advance received for share subscription: Red Anchor Trading Corporation $ 2,500,000 Short-term Loan from: Tree Roots Entertainment Group Co., Ltd $ 660,849 Repayment of Short-term Loan: Tree Roots Entertainment Group Co., Ltd $ 396,509 Interest expense of loan from: Magnolia Quality Development Corporation Limited $ 10,682 Tree Roots Entertainment Group Company Limited $ 6,273 Payment of loan interest: Magnolia Quality Development Corporation Limited $ 10,799 Tree Roots Entertainment Group Co., Ltd $ 4,874 Payment of contract cost: HotNow (Thailand) Company Limited $ 476,037 True Axion Interactive Company Limited $ 322,515 Significant agreements with related parties On March 31, 2021, HotPlay Thailand entered into an asset purchase agreement with HotNow, a related party, which is also under the same common control of HotPlay Thailand, to purchase certain of the assets of HotNow, including all software used in the business and including all rights under licenses and other agreements and employees, for the aggregate price of 19,500,000 Thai Baht (inclusive of 7% value added tax (VAT)) (approximately $624,000 US). On April 30, 2021, HotPlay Thailand made an advanced payment to HotNow in the amount of 5,000,000 Thai Baht (approximately $149,533 US). On June 7, 2021, HotPlay Thailand paid the remaining cost of the asset purchase to HotNow in the amount of 14,500,000 Thai Baht (approximately $474,467 US) pursuant to the terms of the asset purchase agreement. On March 24, 2021, HotPlay Thailand entered into a short-term loan with MQDC for $480,000 (15,000,000 Thai Baht) with an interest rate of 9% per annum, which is payable on demand and unsecured. Accrued interest on this loan was $3,296 as of November 30, 2021. During June and July 2020, HotPlay Thailand entered into a short-term loan with TREG for the aggregate principal amount of $543,000 (17,000,000 Thai Baht) with an interest rate of 9.75% per annum, which is payable on demand and unsecured. Accrued interest on this loan was $2,380 as of November 30, 2021. On May 31, 2021, HotPlay Thailand repaid 7,000,000 Thai Baht (approximately $223,000 US) in connection with the short-term loan from TREG. Next Bank International currently holds a $705,000 loan that was purchased in 2020 at a discounted purchase price of $647,776, when the Bank was not partially or wholly owned by Next Play Technologies. The borrower is an entity affiliated with a current member of the Bank’s Board of Directors. The Loan bears interest at an annual rate of 10%. It is expected to be fully collected in Q1 2022. As of November 30, 2021, the outstanding balance was $705,000. Management compensation On April 7, 2021, the board of directors of the Company ratified the current compensation payable to members of the board of directors, which provides that each non-executive member of the Board be paid the following: (a) compensation of 20,000 shares of Company common stock per year; (b) compensation of 5,000 shares of Company common stock per year, if they are the chairperson of any committee of the board of directors; and (c) compensation of 10,000 shares of Company common stock per year, to the Chairman of the Board (collectively, the “ Board Compensation Terms In total, an aggregate of 165,000 shares of common stock were issued to the non-executive directors on April 8, 2021, for fiscal 2022 compensation (such shares, the “ Fiscal 2022 Board Compensation Shares Plan On April 7, 2021, the Company entered into a Lock-Up Agreement with each of the non-executive members of the board of directors. Pursuant to the Lock-Up Agreements, each non-executive director agreed not to transfer, sell, pledge, or assign any of their applicable Fiscal 2022 Board Compensation Shares until March 1, 2022. On April 7, 2021, the board of directors of the Company, consistent with the employment agreement of Mr. William Kerby, the Co-Chief Executive Officer of the Company, which provides for Mr. Kerby to receive a base salary of $400,000 per year, and an annual bonus, payable at the discretion of the board of directors, of up to 100% of his base salary (50% based on meeting short term goals and 50% based on meeting long-term goals), and other bonuses which may be granted from time to time in the discretion of the board of directors, agreed to award Mr. Kerby a discretionary bonus for fiscal 2021 of $400,000, which was payable in cash or shares of common stock, at Mr. Kerby’s option, under the Plan, with a price of $3.02 per share, the closing sales price of the Company’s common stock on the date the board of directors approved such bonus. On April 7, 2021, April 28, 2021, and May 16, 2021, Mr. Kerby elected to receive cash in connection with the bonus of $100,000, $150,000, and $150,000, respectively. On April 7, 2021, the Company declared dividends in arrears of $1,102,068 on previously outstanding Series A Preferred Stock, that were converted into common stock with the Series A Preferred Stock being redeemed. These dividends were payable when and if declared by the board of directors. The dividends were owed to an entity controlled by Donald P. Monaco, our Co-Chairman at that time, William Kerby, our Co- Chief Executive Officer and a director, and Warren Kettlewell, a former board member. On April 8, 2021, the Company entered into an Exchange Agreement with William Kerby, its Co-Chief Executive Officer and director, and Monaco Investment Partners II, LP (“ MI Partners Exchange Agreement Accrued Dividends Convertible Promissory Notes The Convertible Promissory Notes accrue interest at the rate of 12% per annum, compounded monthly at the end of each calendar month, with such interest payable at maturity or upon conversion. The principal and accrued interest owed under the Convertible Promissory Notes is convertible, at the option of the holders thereof, into shares of the Company’s common stock, at any time beginning seven days after the closing date of the HotPlay Exchange Agreement (which closed on June 30, 2021) and prior to the payment in full of such Convertible Promissory Notes by the Company, at a conversion price equal to the greater of (i) the closing consolidated bid price of the Company’s common stock on April 8, 2021 (which was $3.02); and (ii) the five-day volume weighted average price of the Company’s common stock for the five trading days following the date that the HotPlay Exchange Agreement closes (which was below the $3.02 per share minimum conversion price). The Convertible Promissory Notes are unsecured, have a maturity date of April 7, 2022, and include standard and customary events of default. On August 27, 2021, $50,000 cash was drawn by Mr. Kerby against his Convertible Promissory Note. As of November 30, 2021 the outstanding balance of the convertible promissory notes were in amount of $966,314. On September 16, 2021, the Company’s board of directors approved an updated compensation plan setting forth compensation payable to the non-executive members of the board of directors. Pursuant to the updated compensation plan, each non-executive member of the board of directors will receive: (a) compensation of $60,000 per year; (b) additional compensation of $15,000 per year for chairpersons of each committee of the board of directors; and (c) additional consideration of $30,000 per year to each co-chairman of the board of directors. The compensation is earned and payable on a pro-rata, quarterly basis, with a total of 70% of the compensation payable in shares of Company common stock, based on the closing price of the Company’s common stock on the last day of each fiscal quarter during which consideration is earned, and 30% accrued and paid in cash at such time as the Company has had at least two consecutive profitable quarters. The compensation is payable retroactive to July 1, 2020. Notwithstanding the above, the compensation payable to Mr. Donald P. Monaco, our previous Co-Chairman of the board of directors, is to be reduced by the amount he has already been paid in fiscal 2022. Finally, in addition to the above, non-executive members of the board are eligible for yearly bonuses as approved by the board of directors. All shares issued pursuant to the above will be issued under the Plan and subject thereto. Significant agreements with managements of the Company a) On June 9, 2021, GLM Consulting Ltd (the “ Consultant b) On September 16, 2021, the Company entered into an Employment Agreement with Nithinan “Jess” Boonyawattanapisut, its Co-Chief Executive Officer and member of its board of directors, which agreement has an effective date of October 1, 2021. The agreement remains in effect (renewing automatically on a month-to-month basis), until either party provides the other at least 30 days prior written notice of its intent to terminate the agreement, or until terminated as discussed below. The agreement includes a non-compete provision, prohibiting Ms. Boonyawattanapisut from competing against the Company during the term of the agreement and for a period of 12 months after termination thereof (subject to certain exceptions described below), in any state or country in connection with (i) the commercial sale of products sold by the Company during the six (6) months preceding the termination date; and (ii) any services the Company commercially offered during the six (6) months prior to the termination date (collectively, the “ Non-Compete During the term of the agreement, Ms. Boonyawattanapisut is to receive (i) a base salary of $400,000 per year, which may be increased at any time at the discretion of the Compensation Committee of the board of directors of the Company without the need to amend the agreement; (ii) an annual bonus payable at the discretion of the Compensation Committee; (iii) other bonuses which may be granted/approved from time to time in the discretion of the Compensation Committee; (iv) $200,000 in cash and 25,000 shares of common stock issued as a sign-on bonus under the terms of the Plan; (v) up to four weeks of annual paid time off, which can be rolled-over year to year, or which in the discretion of Ms. Boonyawattanapisut, can be required to be paid in cash at the end of any year or the termination of the agreement; and (vi) a car allowance equal to an equivalent of $1,500 per month, during the term of the agreement. The agreement provides Ms. Boonyawattanapisut with the option of receiving some or all of the base salary and/or any bonus in shares of the Company’s common stock, with the value of such shares being based on the higher of (i) the closing sales price per share on the trading day immediately preceding the determination by Ms. Boonyawattanapisut to accept shares in lieu of cash; and (ii) the lowest price at which such issuance will not require stockholder approval under the rules of the stock exchange where the Company’s common stock is then listed or Nasdaq ((i) or (ii) as applicable, the “ Share Price Stock Option The issuance of the shares described above is subject to the approval of the stock exchange where the Company’s common stock is then listed or Nasdaq, and where applicable, stockholder approval, and in the sole discretion of the board of directors, may be issued under, or outside of, a stockholder approved stock plan. The agreement includes standard provisions relating to the reimbursement of business expenses, indemnification rights, rights to Company property and inventions (which are owned by the Company), dispute resolutions, tax savings, clawback rights and provisions entitling Ms. Boonyawattanapisut to receive any fringe benefits offered by the Company to other executives (subsidized in full by the Company) including, but not limited to, family coverage for health/medical/dental/vision, life and disability insurance. The agreement terminates upon Ms. Boonyawattanapisut’s death and can be terminated by the Company upon her disability (as described in the agreement), by the Company for Cause (defined below) or by Ms. Boonyawattanapisut for Good Reason (defined below). For the purposes of the agreement, (i) “Cause” means (A) Ms. Boonyawattanapisut’s gross and willful misappropriation or theft of the Company’s or any of its subsidiary’s funds or property, or (B) Ms. Boonyawattanapisut’s conviction of, or plea of guilty or nolo contendere to, any felony or crime involving dishonesty or moral turpitude, or (C) Ms. Boonyawattanapisut materially breaches any obligation, duty, covenant or agreement under the agreement, which breach is not cured or corrected within thirty (30) days of written notice thereof from the Company (except for certain breaches which cannot be cured), or (D) Ms. Boonyawattanapisut commits any act of fraud; and (ii) “Good Reason” means (A) without the consent of Ms. Boonyawattanapisut, the Company materially reduces Ms. Boonyawattanapisut’s title, duties or responsibilities, without the same being corrected within ten (10) days after being given written notice thereof; (B) the Company fails to pay any regular installment of base salary to Ms. Boonyawattanapisut and such failure to pay continues for a period of more than thirty (30) days; or (C) a successor to the Company fails to assume the Company’s obligations under the agreement, without the same being corrected within thirty (30) days after being given written notice thereof. In the event of termination of the agreement for death or disability by Ms. Boonyawattanapisut without Good Reason, or for Cause by the Company, Ms. Boonyawattanapisut is due all consideration due and payable to her through the date of termination. In the event of termination of the agreement by Ms. Boonyawattanapisut for Good Reason or the Company for any reason other than Cause (or if Ms. Boonyawattanapisut’s employment is terminated other than for Cause within 6 months before or 24 months following the occurrence of a Change of Control (defined in the agreement) of the Company), Ms. Boonyawattanapisut is due (i) all consideration due and payable through the date of termination; (ii) a lump sum payment equal to 12 months of base salary; (iii) continued participation in all benefit plans and programs of the Company for 12 months after termination (or at the option of the Company, reimbursement of COBRA insurance premiums for substantially similar coverage as the Company’s plans); and (iv) the Non-Compete will not apply to Ms. Boonyawattanapisut. The terms of the agreement were approved by the Company’s Compensation Committee and Audit Committee, each consisting solely of ‘independent’ members of the Company’s board of directors. c) On August 19, 2021, the Company entered into an Intellectual Property Purchase Agreements with Fighter Base Publishing Inc. (“ Fighter Base Token IQ IP Sellers IPP Agreement IPP Agreements Pursuant to the Fighter Base IPP Agreement, the intellectual property to be acquired thereunder has a mutually agreed upon value of $5 million, which will be paid by the Company by way of the issuance to Fighter Base of 1,666,667 restricted shares of Company common stock (valued at $3 per share of common stock). Pursuant to the Token IQ IPP Agreement, the intellectual property to be acquired thereunder has a mutually agreed upon value of $5 million, which will be paid by the Company by way of the issuance to Fighter Base of 1,250,000 restricted shares of Company common stock (valued at $4 per share of common stock). Pursuant to the IPP Agreements, in the event that the shares of Company common stock issued in connection with the foregoing transactions are still restricted after closing of such transactions, the Company shall file a registration statement with the SEC to register such shares for resale by their respective owners (Token IQ and Fighter Base, as applicable). The Token IQ IPP Agreement includes the right for Token IQ to license the intellectual property purchased thereunder to third parties, with the approval of the Company, which shall not be unreasonable withheld, provided that any licenses are non-transferable, non-sublicensable and non-exclusive, and that the licenses will not compete with the Company. Any consideration received by Token IQ from such licenses will be split 50/50 between the Company and Token IQ. The closing of the transactions contemplated by the IPP Agreements are subject to customary closing conditions, which include, due to Mr. Vange’s status as an officer of the Company, the approval of the Company’s shareholders of the transactions contemplated by the IPP Agreements and the issuance of shares of Company common stock thereunder. The Company has scheduled a meeting of its stockholders set for January 28, 2022 which, among other things, includes approval of the IPP Agreements as a proposal for shareholder approval. Departure and Election of Directors On November 9, 2021, Stacey Riddell resigned as a member of the Company’s board of directors. Ms. Riddell’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On November 23, 2021, the Company’s board of directors appointed Farooq Moosa as an independent director of the Company to fill the vacant Board seat resulting from Ms. Riddell’s resignation. Mr. Moosa will hold this position until the Company’s next annual meeting of shareholders or until his successor is elected and qualified, subject to his earlier death, resignation, or removal. There is no arrangement or understanding between Mr. Moosa and any other person pursuant to which Mr. Moosa was selected as a director of the Company. Other than the Company’s formal plan for compensating its directors for their services, there are no plans, contracts or arrangements or amendments to any plans, contracts or arrangements entered into with Mr. Moosa in connection with his appointment to the board of directors, nor are there any grants or awards made to Mr. Moosa in connection therewith. Mr. Moosa is not a participant in, nor is he to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 9 Months Ended |
Nov. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Affiliates | Note 6 – Investments in Unconsolidated Affiliates We assess the potential impairment of our equity method investments when indicators such as a history of operating losses, negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value. Note 6.1 – Advances for investments Letter of Intent to Acquire Axion Shares On October 28, 2020, the Company entered into a non-binding Letter of Intent (as amended by the first amendment thereto dated March 10, 2021, the “ Letter of Intent Axion Pursuant to the Letter of Intent, the Company agreed, subject to certain condition precedents, including regulatory approvals and the entry into material agreements with the sellers, to acquire approximately 12,000,000 shares of Axion, equal to 5.7% of Axion’s outstanding shares, from certain of its stockholders for approximately $2,000,000, payable in a combination of stock and cash. In connection with our entry into the Letter of Intent, we paid the sellers a $500,000 non-refundable deposit towards the cash purchase price of the shares in or around October 2020 (representing 25% of such purchase price). We also issued the sellers 235,000 shares of Company common stock in March 2021, representing an additional 25% of the purchase price. Both payments are non-refundable. A final payment of 50% of the purchase price is due 10 days after the British Columbia Securities Commission (“ BCSC As of November 30, 2021, total payment of cash and shares already paid by the Company to the sellers was $937,117. The Company plans to make the final payment of 50% of the purchase price after the BCSC lifts a cease trade order on Axion’s shares, provided that the Company cannot estimate when, or if, such cease trade order will be lifted. There is no further update as of November 30, 2021. Go Game Securities Purchase Agreement On June 30, 2021, the Company entered into a Securities Purchase Agreement (the “ Go Game SPA Seller Go Game Initial Go Game Shares Pursuant to the Go Game SPA, the Company was also granted an option (the “ Go Game Option Option Shares Approval Date Call Option Price 30-Day Average We agreed pursuant to the Go Game SPA, that upon our purchase of the Initial Go Game Shares, that we would appoint the Seller to the board of directors of the Company, and that we would continue to nominate the Seller as a board nominee for appointment on the board of directors at each subsequent shareholder meeting of the Company, subject to certain exceptions, until the earlier of (i) Seller’s death; (ii) Seller’s resignation from the board of directors; (iii) the date that Seller is no longer qualified to serve as a member of the board of directors; (iv) the date the board of directors, acting in good faith, determines that the continued appointment of Seller to the board of directors would violate the fiduciary duties of such members of the board of directors; (v) the third anniversary of the acquisition of the Initial Go Game Shares; and (vi) the date that the Seller holds less than 2 million shares of Company common stock (including shares of common stock issuable upon conversion shares of Series D Preferred Stock held by Seller). The closing of the acquisition of the Initial Go Game Shares is subject to certain closing conditions and requirements which may not be met on a timely basis, if at all. The Company and Seller have made customary representations and warranties and have agreed to customary covenants in the Go Game SPA. There is no assurance that all of the conditions to the consummation of the Go Game SPA will be satisfied. In connection with the parties’ entry into the Go Game SPA, the Seller entered into a lock-up agreement with the Company, whereby the Seller agreed that the Seller would not transfer or sell, any of the Series D Preferred Stock shares and/or shares of common stock issuable upon conversion thereof, until 18 months after the Company’s acquisition of the Initial Go Game Shares (the “ Initial Closing As of November 30, 2021, the second payment of $1.25 million payable on or before July 31, 2021 and the third payment of $2.5 million payable on or before September 30, 2021 had not been paid and the shares of Series D Preferred Stock had not been issued, and such payments remained on hold subject to the completion of due diligence and further negotiation by the parties. Total payments made to the Seller as of November 30, 2021 were $1,250,000. It is anticipated that the due diligence and negotiations will be concluded on or about the end of January 2022. Letter of Intent of Potential acquisition of 100% of a Bank Holding Company On November 1, 2021, the Company signed a non-binding Letter of Intent to acquire 100% of the capital stock of a bank holding company which is the 100% owner of a community bank. In connection with the execution of the non-binding Letter of Intent, on November 10, 2021, the Company made a non-refundable deposit of $1,000,000 on behalf of itself and other parties to the acquisition (as discussed below), which shall be credited against the purchase price at closing, if completed. The acquisition, if completed, will be made with other parties, to be named subsequently, and it is expected that no individual party will acquire more than 24.9% of said bank holding company. There is no legal obligation between the parties with respect to the acquisition unless and until the parties enter into a definitive agreement with respect thereto. Closing of the transaction will be subject to regulatory approvals, amongst other things. Note 6.2 – Investment in Unconsolidated Affiliates Soma Innovation Lab Joint Venture On March 8, 2021, the Company entered into a Joint Venture Agreement with Soma Innovation Lab (“Soma”). Pursuant to the agreement, the parties agreed to form a joint venture for designing hyper-personalized experiences for targeted gamers. The agreement requires the Company to provide Soma the use of the HotPlay technology, assuming the Company acquire ownership of such technology as a result of the closing of the Company’s pending Share Exchange (as defined below), with HotPlay (as defined below), which technology is owned by HotPlay, and that the Company would issue the principals of Soma 72,000 shares of restricted common stock (valued at $180,000), of which $45,000 was earned immediately and the remaining shares will be earned at the rate of 6,000 per month. Pursuant to the agreement, Soma agreed to provide the Company use of an email client list and other services. The joint venture is owned 50/50 between us and Soma, with net profits/revenues paid pursuant to the same 50/50 split. In the event the joint venture achieves revenue in excess of expenses and the Company recovers the $180,000 value of the shares, then the Company agreed to issue Soma a bonus of 50,000 shares of restricted common stock. The joint venture (and agreement) each have a term of two years. The Company also agreed to use Soma for certain work to be performed on its websites and travel magazine, and agreed to pay Soma $75,000 per month ($225,000 in aggregate) for such work, payable by way of the issuance of 90,000 shares of restricted common stock. As of November 30, 2021, the project was still under development by the parties. 6,142,856 shares of Bettwork Industries Inc. Common Stock (OTC Pink: BETW) On July 2, 2018, three Secured Convertible Promissory Notes aggregating $5,250,000, evidencing amounts we were owed by Bettwork Industries Inc. (“ Bettwork BETW On February 28, 2021, the 6,142,856 shares of Bettwork’s common stock held by the Company were trading at $0.009 per share, valued at an aggregate of $55,286. On November 30, 2021, the 6,142,856 shares of Bettwork’s common stock held by the Company were trading at $0.0003 per share, valued at an aggregate of $1,843. Any change in fair value is recognized in net loss as other income, valuation loss, net for the nine months ended November 30, 2021. Recruiter.com Group, Inc. formerly Truli Technologies Inc (OTCQB: RCRT) On August 31, 2016, the Company entered into a Marketing and Stock Exchange Agreement with Recruiter.com (“ Recruiter On January 15, 2019, pursuant to an Agreement and Plan of Merger / Merger Consideration, Truli Technologies Inc., which subsequently changed its name to Recruiter.com Group, Inc. (OTCQB: RCRT) (“Recruiter.com”), acquired Recruiter and Monaker exchanged its 2,200 shares in Recruiter for 139,273 shares of Recruiter.com common stock. During the quarter ended November 30, 2021, the Company sold in open market transactions 68,083 shares of Recruiter.com common stock. The sale of these shares resulted in a realized gain of $28,028 for the nine months ended November 30, 2021. On February 28, 2021, the Company owned 78,137 shares of Recruiter’s common stock compared to 3,461 shares of Recruiter’s common stock as of November 30, 2021. As of November 30, 2021, each share of Recruiter’s common stock was valued at $2.96 per share, which changed the fair value of the 3,461 shares of Recruiter common stock to $10,245. The net change in the fair value of $10,245 is recognized in net income as other income as of November 30, 2021. Acquisition of Axion Shares The investment in affiliate of $4,856,825 as of February 28, 2021, represents the Company’s acquisition of approximately 33.85% of Axion on November 16, 2020. Pursuant to the Axion Exchange Agreement (as defined in Note 7, below), which closed on November 16, 2020, the Axion Stockholders, exchanged ordinary shares of Axion equal to approximately 33.85% of the outstanding common shares of Axion, in consideration for 10,000,000 shares of Series B Convertible Preferred Stock of the Company, which automatically converted into 7,417,700 common shares of the Company on June 30, 2021. As of November 30, 2021, the value of this investment decreased by $838,906 from $883,059 to $44,153, due to the change in the market price of Axion shares. Also pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, the Company granted a warrant to Cern One Limited (one of the Axion Stockholders), to purchase 1,914,250 shares of the Company’s common stock, with an exercise price of $2.00 per share. The warrants vest on the earlier of (i) the date the Axion debt is fully repaid by Axion or (ii) the date that the Company obtains 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur before November 16, 2021 or the warrants will terminate. Because the vesting conditions had not been satisfied as of November 16, 2021, the warrants terminated automatically on such date pursuant to their terms. Accordingly, as of November 30, 2021, these warrants are no longer outstanding. See Note 7, below, for additional information regarding this transaction. |
Notes Receivable
Notes Receivable | 9 Months Ended |
Nov. 30, 2021 | |
Receivables [Abstract] | |
Notes Receivable | Note 7 – Notes Receivable Current $7,657,024 Convertible Notes - Axion Debt Share Exchanges On July 23, 2020, the Company entered into a Share Exchange Agreement (as amended from time to time, the “ HotPlay Exchange Agreement HotPlay Share Exchange HotPlay Stockholders On November 12, 2020, the Company entered into an Amended and Restated Share Exchange Agreement (as amended by the first amendment thereto dated January 6, 2021, the “ Axion Exchange Agreement Axion Axion Stockholders Axion Creditors Axion Share Exchange Exchange Agreements Share Exchanges Pursuant to the Axion Exchange Agreement, (a) the Axion Stockholders (including Cern One Limited (“ Cern One Series B Preferred Stock Axion Debt Series C Preferred Stock Creditor Warrants The closing of the HotPlay Exchange Agreement on June 30, 2021 triggered the automatic conversion of the Company’s outstanding Series B Convertible Preferred Stock and Series C Convertible Preferred Stock into common stock of the Company. Specifically, effective June 30, 2021, the 10,000,000 shares of outstanding Series B Convertible Preferred Stock and 3,828,500 shares of outstanding Series C Convertible Preferred Stock automatically converted into 7,417,700 and 3,828,500 shares of common stock of the Company, respectively, in accordance with the terms of such preferred stock (the “ Preferred Conversion The Creditor Warrants had cashless exercise rights, an exercise price of $2.00 per share and, a term of two years, beginning on the Vesting Date (defined below). The Creditor Warrants were scheduled to vest on the earlier of: (i) The date the Axion Debt is fully repaid by Axion, and (ii) the date that the Company obtains 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur before November 16, 2021, or the Creditor Warrants will terminate (as applicable, the “ Vesting Date Because the vesting conditions had not been satisfied as of November 16, 2021, the warrants terminated automatically on such date pursuant to their terms. Accordingly, as of November 30, 2021, these warrants are no longer outstanding. On August 20, 2021, our counsel sent a demand letter for payment to Axion Ventures Inc. As of November 30, 2021, there has been no response in related to the demand letter. On September 1, 2021, the Company filed a claim in the Supreme Court of British Columbia demanding payment of $7,657,024. During the 3rd quarter ended November 30, 2021, the Company has commenced a new claim for the amount of the debt that it acquired. The Company will be amending its claim shortly to reduce the total claimed to reflect the difference between what is owed and what the Company is claiming (to avoid double-claiming). |
Intangible assets
Intangible assets | 9 Months Ended |
Nov. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8 – Intangible Assets The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of November 30, 2021: Useful Life Cost Impairment Accumulated Net Carrying Software development costs 3.0 - 5.0 years $ 32,874,600 $ — $ 24,203,267 $ 8,671,333 Trademark & License 6.0 - 20.0 years 6,050,082 — 1,047,153 5,002,929 Others 1.0 - 3.0 years 3,063,994 — 1,886,816 1,177,178 CIP – Software development 4,042,517 — — 4,042,517 CIP – IDS Project 3,126,543 3,126,543 — — $ 49,157,736 $ 3,126,543 $ 27,137,236 $ 18,893,957 As part of the IDS Settlement, the Company reviewed the IDS platform software. As a result of the review, the Company determined to impair the remaining balance of the software platform in the amount of $3,126,543 because it will not have a value in use. Intangible assets are amortized on a straight-line basis over their expected useful lives, which is estimated to be 1-20 years. The expected useful lives are determined as to reflect the expected pattern of consumption of the future economic benefits embedded in the assets. Amortization expense related to website development costs and intangible assets, excluding amortization of debt issuance costs, was $1,661,927 and $135,329 for the quarters ended November 30, 2021 and November 30, 2020, respectively. Based on the carrying value of definite-lived intangible assets as of November 30, 2021, we estimate our amortization expense for the next five years will be as follows: As of November 30, 2021 Amortization Expense 2022 $ 4,561,873 2023 6,315,756 2024 5,952,439 2025 2,063,889 2026 — $ 18,893,957 |
Notes Payable
Notes Payable | 9 Months Ended |
Nov. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9 – Notes Payable Note Purchase Agreements: Streeterville Capital, LLC On November 23, 2020, the Company entered into a Note Purchase Agreement (the “ November 2020 Note Purchase Agreement Streeterville November 2020 Streeterville Note November 2020 Investor Note The November 2020 Streeterville Note bore interest at a rate of 10% per annum and was scheduled to mature 12 months after the date of the note (i.e., on November 23, 2021). From time to time, beginning 6 months after issuance, Streeterville had the right to redeem a portion of the November 2020 Streeterville Note, not to exceed $0.8 million if the November 2020 Investor Note had not been funded and $1.25 million if the November 2020 Investor Note had been funded. In the event we did not pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount was to be added to the outstanding balance of the November 2020 Streeterville Note. Under certain circumstances the Company could defer the redemption payments up to three times, for a duration of 30 days each, provided that upon each such deferral the outstanding balance of the November 2020 Streeterville Note would increase by 2%. Subject to the terms and conditions set forth in the November 2020 Streeterville Note, the Company had the right to prepay all or any portion of the outstanding balance of the November 2020 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the November 2020 Streeterville Note remained outstanding, the Company agreed to pay to Streeterville 20% of the gross proceeds that the Company received from the sale of any of its common stock or preferred stock, which payments were to be applied towards, and would reduce, the outstanding balance of the November 2020 Streeterville Note, which percentage was to increases to 30% upon the occurrence of, and continuance of, an event of default under the November 2020 Streeterville Note (each an “ Equity Payment The November 2020 Streeterville Note provided that if any of the following events had not occurred on or before April 30, 2021, the then outstanding balance of the note (including accrued and unpaid interest) would increase by an amount equal to 25% of the then-current outstanding balance thereof (the “ April 2021 Note Increase (a) HotPlay must have become a wholly-owned subsidiary of the Company; (b) during the period beginning on July 21, 2020, and ending on the date that the HotPlay Share Exchange is consummated, HotPlay must have raised at least $15,000,000 in cash through equity investments; (c) upon consummation of the HotPlay Share Exchange, all outstanding debt owed by the Company to HotPlay must have either been forgiven by HotPlay or converted into the Company’s common stock; (d) HotPlay must have become a co-borrower on the November 2020 Streeterville Note; and (e) the Company must have paid off all outstanding debt obligations to the Donald P. Monaco Insurance Trust and National Bank of Commerce, in full (collectively, the “ November 2020 Note Transaction Conditions Pursuant to the November 2020 Streeterville Note, we provided Streeterville a right of first refusal to purchase any promissory note, debenture or other debt instrument which we proposed to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that we provided Streeterville such right, and Streeterville did not exercise such right to provide such funding, the outstanding balance of the November 2020 Streeterville Note would increase by 3%. Each time, if ever, that we failed to comply with the terms of the right of first refusal, the outstanding balance of the November 2020 Streeterville Note would increase by 10%. Additionally, upon each major default described in the November 2020 Streeterville Note (i.e., the failure to pay amounts under the November 2020 Streeterville Note when due or to observe any covenant under the November 2020 Note Purchase Agreement (other than the requirement to make Equity Payments)) the outstanding balance of the November 2020 Streeterville Note would automatically increase by 15%, and for each other default, the outstanding balance of the November 2020 Streeterville Note would automatically increase by 5%, provided such increase could only occur three times each as to major defaults and minor defaults, and that such aggregate increase could not exceed 30% of the balance of the Streeterville Note immediately prior to the first event of default. In connection with the November 2020 Note Purchase Agreement and the November 2020 Streeterville Note, the Company entered into a Security Agreement with Streeterville (the “ Security Agreement The November 2020 Investor Note, in the principal amount of $1,500,000, evidenced the amount payable by Streeterville to the Company as partial consideration for the acquisition by the Company of the November 2020 Streeterville Note. The November 2020 Investor Note accrued interest at the rate of 10% per annum, payable in full on November 23, 2021, subject to a 30-day extension exercisable at the option of Streeterville and could be prepaid at any time. The amount of the Investor Note has been offset against the amount of the November 2020 Streeterville Note in the balance sheet as of February 28, 2021, as both notes have substantially similar terms, and the Investor Note was provided in consideration for the acquisition of a portion of the November 2020 Streeterville Note. The November 2020 Investor Note was subsequently funded in full in January 2021. On March 22, 2021, we entered into a Note Purchase Agreement dated March 23, 2021 (the “ March 2021 Note Purchase Agreement March 2021 Streeterville Note March 2021 Investor Note OID The March 2021 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on March 23, 2022). From time to time, beginning six months after issuance, Streeterville may redeem a portion of the March 2021 Streeterville Note, not to exceed $2.125 million. In the event we do not pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the March 2021 Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral the outstanding balance of the March 2021 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the March 2021 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the March 2021 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the March 2021 Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the March 2021 Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the March 2021 Streeterville Note (each an “ Equity Payment The March 2021 Streeterville Note provides that if any of the following events have not occurred on or before June 30, 2021, the then outstanding balance of the note (including accrued and unpaid interest) increases by an amount equal to 25% of the then-current outstanding balance thereof: (a) HotPlay must have become a wholly-owned subsidiary of the Company; (b) during the period beginning on July 21, 2020, and ending on the date that the HotPlay Share Exchange is consummated, HotPlay must have raised at least $15,000,000 in cash or debt through equity investments (which has been completed); (c) upon consummation of the HotPlay Share Exchange, all outstanding debt owed by the Company to HotPlay must have either been forgiven by HotPlay or converted into the Company’s common stock; and (d) HotPlay must have become a co-borrower on the March 2021 Streeterville Note (collectively, the “ March 2021 Note Transaction Conditions The March 2021 Note Purchase Agreement required that we complete the purchase of the Reinhart (the “ Reinhart Interest Also on May 26, 2021, Streeterville funded the March 2021 Investor Note (in the amount of $1.5 million) in full. We made a required equity payment of $1,857,250 to Streeterville under the March 2021 Streeterville Note on May 26, 2021, with funds raised through a May 2021 underwritten offering, which represented approximately 20% of the funds raised in such offering. We failed to timely meet the November 2020 Note Transaction Conditions; however, on June 1, 2021, Streeterville agreed to defer 50% of the April 2021 Note Increase which was otherwise to occur due to the Company’s failure to timely meet all of the November 2020 Note Transaction Conditions. As such, a total of $506,085 was capitalized into the outstanding balance of the November 2020 Streeterville Note effective as of April 30, 2021, and the remaining $506,085 of the April 2021 Note Increase would only be added to the balance of the November 2020 Streeterville Note if the Company failed to meet the November 2020 Transaction Conditions by June 30, 2021. Separately, if the Company did not meet the March 2021 Note Transaction Conditions by June 30, 2021, the March 2021 Streeterville Note would be subject to the June 2021 Note Increase. The Company completed the acquisition of HotPlay effective as of June 30, 2021, and as such the November 2020 Transaction Conditions and the March 2021 Note Transaction Conditions were satisfied. On June 22, 2021, the Company entered into an Exchange Agreement with Streeterville, pursuant to which Streeterville exchanged $600,000 of a June 2021 requested redemption of $1.25 million under the November 2020 Streeterville Note (which amount was partitioned into a separate promissory note) for 300,000 shares of the Company’s common stock. On July 21, 2021, the Company entered into an Exchange Agreement with Streeterville, whereby Streeterville exchanged $400,000 owed under a November 2020 promissory note (which amount was partitioned into a separate promissory note) for 200,000 shares of the Company’s common stock. On September 1, 2021, the Company entered into an Exchange Agreement with Streeterville, whereby Streeterville exchanged $270,000 owed under a November 2020 promissory note (which amount was partitioned into a separate promissory note) for 135,000 shares of the Company’s common stock. On October 22, 2021, the Company entered into the Note Purchase Agreement (the “ October 2021 Note Purchase Agreement October 2021 Streeterville Note The October 2021 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on October 22, 2022). From time to time, beginning six months after issuance, Streeterville may redeem any portion of the October 2021 Streeterville Note, up to a maximum amount of $375,000 per month. In the event the Company fails to pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the October 2021 Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral, the outstanding balance of the October 2021 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the October 2021 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the October 2021 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the October 2021 Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock within ten days of receiving such amount, which payments will be applied towards and will reduce the outstanding balance of the October 2021 Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the October 2021 Streeterville Note (each an “ Equity Payment The October 2021 Streeterville Note provides that by November 21, 2021 (the “ Deadline Streeterville Notes Pursuant to the October 2021 Streeterville Note, the Company provided Streeterville a right of first refusal to purchase any promissory note, debenture, or other debt instruments which the Company proposes to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that the Company provides Streeterville such right, and Streeterville does not exercise such right to provide such funding, the outstanding balance of the October 2021 Streeterville Note increases by 3%, unless the proceeds from such sale(s) are used to repay the October 2021 Streeterville Note in full. Each time, if ever, that the Company fails to comply with the terms of the right of first refusal, the outstanding balance of the October 2021 Streeterville Note increases by 10%. Additionally, upon each major default described in the October 2021 Streeterville Note (i.e., the failure to pay amounts under the October 2021 Streeterville Note when due or to observe any covenant under the Note Purchase Agreement (other than the requirement to make Equity Payments)), the outstanding balance of the October 2021 Streeterville Note may be increased, at Streeterville’s option, by 15%, and for each other default, the outstanding balance of the October 2021 Streeterville Note may be increased, at Streeterville’s option, by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the October 2021 Streeterville Note immediately prior to the first event of default. The October 2021 Note Purchase Agreement and the October 2021 Streeterville Note contain customary events of default, including if the Company undertakes a fundamental transaction (including consolidations, mergers, and certain changes in control of the Company), without Streeterville’s prior written consent. As described in the October 2021 Streeterville Note, upon the occurrence of certain events of default (mainly our entry into bankruptcy), the outstanding balance of the October 2021 Streeterville Note will become automatically due and payable. Upon the occurrence of other events of default, Streeterville may declare the outstanding balance of the October 2021 Streeterville Note immediately due and payable at such time or at any time thereafter. After the occurrence of an event of default (and upon written notice from Streeterville), interest on the October 2021 Streeterville Note will accrue at a rate of 22% per annum, or if lesser, the maximum rate permitted under applicable law. The Note Purchase Agreement prohibits Streeterville from shorting our stock through the period that Streeterville holds the October 2021 Streeterville Note. On November 3, 2021, the Company closed a registered direct offering of its securities, resulting in gross proceeds to the Company of approximately $30 million. This offering triggered the provisions of the Streeterville Notes requiring the Company to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock within ten days of receiving such amount, which payments must be applied towards and reduce the outstanding balance of each of the outstanding Streeterville Notes, however, the condition to pay 20% of the gross proceeds from the sale of any stock were negotiated with the lender and waived in November 2021. On November 4, 2021, the Company completely paid off the November 2020 Streeterville Note in the amount of $3,100,807 and paid down the outstanding balance of the March 2021 Streeterville Note in the amount of $6,000,000. As of November 30, 2021, the remaining principal balance of Streeterville Notes is $4,053,737 and accrued interest of $516,445. HotPlay Convertible Notes On September 1, 2020, September 18, 2020, September 30, 2020, on or around November 2, 2020, on November 24, 2020, on around December 28, 2020 and on and around January 6, 2021, HotPlay advanced NextPlay Technologies, Inc $300,000, $700,000, $1,000,000, $400,000, $100,000, $450,000, and $50,000 respectively, under the terms of the HotPlay Exchange Agreement. The advances were evidenced by convertible promissory notes (“ HotPlay Convertible Notes On March 16, 2021, March 19, 2021, and April 15, 2021, HotPlay loaned the Company $9 million, $1 million and $2 million, respectively. The loans were made pursuant to the terms of the HotPlay Exchange Agreement and were evidenced by Convertible Promissory Notes dated effective March 16, 2021, March 19, 2021, and April 15, 2021, in the amount of $9,000,000, $1,000,000, and $2,000,000, respectively. With the April 15, 2021 loan, HotPlay had loaned the Company all $15 million of the funds required to be funded pursuant to the terms of the HotPlay Exchange Agreement. The advances, and the entry into the HotPlay Convertible Notes, were required conditions to the HotPlay Exchange Agreement. The HotPlay Notes were automatically forgiven by HotPlay as inter-company loans upon the closing of the HotPlay Exchange Agreement, which occurred on June 30, 2021. Hudson Bay’s Warrant Exchange Agreement On September 22, 2021, the Company entered into an Exchange Agreement (the “ Hudson Exchange Agreement Holder Warrants Black Scholes Value Hudson Note The Hudson Note is payable by the Company, in four equal payments of $225,000 each, with payments due on October 22, 2021, November 22, 2021, December 22, 2021, and on maturity, January 22, 2022. We can prepay any amount due under the Hudson Note without penalties, provided we provide the Holder five days prior written notice. The amount due under the Hudson Note does not accrue interest, unless an event of default occurs thereunder, at which time the amount owed under the Hudson Note will accrue interest at 18% per annum, until paid in full. The Hudson Note contains customary restrictions (including future payments of indebtedness while the Hudson Note is outstanding and in default), covenants and events of default, including if a change of control of the Company occurs, and upon the occurrence of an event of default, the Holder can declare the entire balance of the Hudson Note immediately due and payable, together with a redemption premium of 25% (i.e., the Holder can require the Company to pay 125% of the amount due under the Hudson Note). The Hudson Note also includes certain rights which accrue to the Holder upon a fundamental transaction. On October 22, 2021, the Company paid the first installment of $225,000. On November 4, 2021, the Company paid off the remaining balance of $675,000. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Nov. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 10 – Stockholders’ Equity Preferred Stock The aggregate number of shares of preferred stock that the Company is authorized to issue is up to One Hundred Million (100,000,000), with a par value of $0.00001 per share (the “ Preferred Stock Series A Preferred Stock The Company has authorized and designated 3,000,000 shares of Preferred Stock as Series A 10% Cumulative Convertible Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $0 and $1,102,068 as of November 30, 2021 and February 28, 2021, respectively. These dividends will only be payable when and if declared by the Company’s board of directors. On April 7, 2021, the board approved the dividends to be paid. The Company had 0 shares of Series A Preferred Stock issued and outstanding as of November 30, 2021 and February 28, 2021. Series B Preferred Stock The Company has authorized and designated 10,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock, which shares were issued to certain Axion stockholders in exchange for their ordinary shares of Axion equal to approximately 33.85% of the outstanding common shares of Axion pursuant to the Axion Exchange Agreement (see “Note 6 – Investment in Unconsolidated Affiliates”). Each share of Series B Preferred Stock automatically, and without any required action by any holder, converted into 0.74177 shares of Company common stock upon the closing of the HotPlay Share Exchange on June 30, 2021. As of November 30, 2021 and February 28, 2021, the Company had 0 and 10,000,000 shares of Series B Preferred Stock issued and outstanding, respectively. Series C Preferred Stock The Company has authorized and designated 3,828,500 shares of Preferred Stock as Series C Convertible Preferred Stock. The Series C Preferred Stock was issued to certain debt holders of Axion who are party to the Axion Share Exchange Agreement and who agreed to exchange certain debt owed to such debt holders by Axion for shares of Series C Preferred Stock pursuant to the Share Exchange Agreement. Each share of Series C Preferred Stock automatically, and without any required action by any holder, converted into one share of the Company’s common stock, upon the closing of the HotPlay Share Exchange on June 30, 2021. As of November 30, 2021 and February 28, 2021, the Company had 0 and 3,828,500 shares of Series C Preferred Stock issued and outstanding, respectively. Series D Preferred Stock On July 21, 2021, the Company designated Series D Convertible Preferred Stock (“ Series D Preferred Stock Series D Designation Liquidation Preference Conversion Rate The Company had 0 shares of Series D Preferred Stock outstanding as of November 30, 2021 and February 28, 2021. Common Stock The Company issued the initial payment of $500,000 to IDS as per the settlement agreement during the nine months ended November 30, 2021 in consideration for the first transfer of 344,400 shares to be repurchased. As of the filing date, the transfer of shares has been completed. On November 1, 2021, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement Purchasers Offering Shares Warrants The Offering closed on November 3, 2021. shares of common stock issuable upon exercise of the Warrants were offered pursuant to a prospectus supplement, filed with the to the Company’s effective shelf registration statement on Form S-3 (File No. 333-257457) (the “ Registration Statement 1, was amended on September 24, 2021 and October 27, 2021, and was declared effective on October 29, 2021. The Offering resulted in gross proceeds to the Company of approximately $30.0 million, before deducting the placement agent fees and related offering expenses, and excluding proceeds to the Company, if any, that may result from the future exercise of Warrants issued in the Offering. The net proceeds to the Company from the Offering, after deducting the placement agent’s fees and expenses and estimated offering expenses (excluding proceeds to the Company, if any, from the future exercise of the Warrants) were approximately $27.85 million. During the three months ended November 30, 2021, the following shares of common stock were issued: - 18,987,342 shares issued for public offering valued at $30,000,000. - 5,070,000 shares for investment in subsidiaries valued at $10,140,000 pursuant to the Preferred Exchange Agreement (Note 4 – Acquisitions and Dispositions) which was considered as subsidiary’s ownership interest in Parent (Reciprocal Interest) in accordance with ASC 810, the Company reflected such transaction and have been eliminated in the consolidated financial reporting. - 491,062 shares of common stock for employee compensation valued at $1,045,101. - 75,000 shares for consulting services rendered valued at $149,251. The Company had 109,247,388 and 62,400,000 shares of common stock issued and outstanding at November 30, 2021 and February 28, 2021, respectively. Common Stock Warrants The following table sets forth common stock purchase warrants outstanding as of November 30, 2021, and February 28, 2021, and changes in such warrants outstanding for the quarter ending November 30, 2021: Warrant Weighted Outstanding, June 30, 2021 2,982,421 $ 2.45 Warrants granted 14,240,508 $ 1.97 Warrants exercised/forfeited/expired (2,236,250 ) $ (2.00 ) Outstanding, November 30, 2021 14,986,679 $ 2.06 Common stock issuable upon exercise of warrants 14,986,679 $ 2.06 Warrants outstanding at February 28,2021 were of Monaker, however as HotPlay merged and became NextPlay, such warrants are presented in comparison as part of NextPlay. At June 30, 2021, there were warrants outstanding to purchase 2,982,421 shares of common stock with a weighted average exercise price of $2.45 and weighted average remaining life of 1.18 years. At November 30, 2021, there were warrants outstanding to purchase 14,986,679 shares of common stock with a weighted average exercise price of $2.06 and weighted average remaining life of 1.12 year. During the quarter ended November 30, 2021, the Company granted: ● warrants to purchase 14,402,408 shares of common stock in connection with subscriptions for shares of common stock. As discussed above, on November 1, 2021, the Company issued Warrants to purchase an aggregate of 14,240,508 shares of Company common stock in connection with the Offering. Each whole Warrant sold in the Offering will be exercisable for one share of common stock at an initial exercise price of $1.97 per share (the “ Initial Exercise Price Initial Exercise Date The Warrants also include certain anti-dilution rights, which provide that if at any time the Warrants are outstanding, the Company issues or enters into any agreement to issue, or is deemed to have issued or entered into an agreement to issue (which includes the issuance of securities convertible or exercisable for shares of Common Stock), securities for consideration less than the then current exercise price of the Warrants, the exercise price of such Warrants will be automatically reduced to the lowest price per share of consideration provided or deemed to have been provided for such securities; provided, however, that unless and until the Company has received stockholder approval to reduce the exercise price of the Warrants below $1.97 per share (the “Floor Price”), no such adjustment to the exercise price may be made. Pursuant to the Purchase Agreement, the Company has agreed to use its reasonable best efforts to obtain stockholder approval within 90 days from the date of the prospectus supplement to remove the Floor Price of the Warrants. In the event that such stockholder approval is not obtained within 90 days of the date of the prospectus supplement, the Company has agreed to hold a special meeting of its stockholders every three months thereafter, for so long as the Warrants remain outstanding, to obtain such stockholder approval. If the Company fails for any reason to deliver shares of Common Stock upon the valid exercise of the Warrants, subject to its receipt of a valid exercise notice and the aggregate exercise price, by the time period set forth in the Warrants, the Company will be required to pay the applicable holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares subject to such exercise (as calculated in the Warrant), $10 per trading day (increasing to $20 per trading day on the third trading day after such liquidated damages begin to accrue) for each trading day that such shares are not delivered. The Warrants also include customary buy-in rights in the event the Company fails to deliver shares of Common Stock upon exercise thereof within the time periods set forth in the Warrant |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Nov. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies The Company entered into a new office lease to relocate our executive, administrative, and operating offices located in Sunrise, Florida where we leased approximately 5,279 square feet of office space at 1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323. In accordance with the terms of the office space lease agreement, the Company will be renting the commercial office space, for a term of almost eight years from March 1, 2021, through July 31, 2028. Additionally, the Company rents office space located in Puerto Rico, Thailand, Belgium, and Switzerland with lease terms ranging from five to nine years. The rent for the nine months ended November 30, 2021 and November 30, 2020 was $75,845 and $69,930, respectively. The Company recorded operating lease Right-to-Use asset amount of $4,195,864 along with operating lease liability amount of $4,220,488 as of November 30, 2021. The office in Belgium leases cars for its employees and accounts for theses leases similarly to office leases. The Company records operating lease Right-to-Use assets and liabilities for these leases. The following schedule represents obligations and commitments on the part of the Company: Current Long Term FYE 2022 FYE 2023 Totals Office Leases $ 139,024 $ 659,695 $ 798,719 Car Leases $ 80,193 $ 320,773 $ 400,966 Insurance and Other $ 61,480 $ 138,121 $ 199,601 Totals $ 280,697 $ 1,118,589 $ 1,399,286 Legal Matters The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change considering the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims. IDS Settlement On August 15, 2019, the Company entered into an Intellectual Property Purchase Agreement with IDS Inc. (“ IDS IP Purchase Agreement IP Assets IDS Shares On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and TD Assets Holding, LLC (“ TD Asset On April 29, 2020, the Company filed a Verified Motion for Temporary Injunction (the “ Injunction Motion Answer and Counterclaim On July 27, 2020, the Company entered into a confidential settlement agreement with certain of the defendants in the IDS matter, Navarro Hernandez, P.L., Aaron M. McKown, and Jeffery S. Bailey. The settlement provided for mutual releases of the parties and amounts payable from such parties to the Company in four tranches, in consideration for such settlement, of which all such payments have been timely paid pursuant to the terms of the settlement. The remaining parties to the litigation subsequently attempted to mediate their claims pursuant to a court ordered mediation in February 2021. Effective on May 18, 2021, the Company, IDS, TD Asset and Ari Daniels, the principal of IDS, entered into an Amendment to Intellectual Property Purchase Agreement (the “ IP Purchase Amendment Payment Required Payments Applicable Portion Pursuant to the IP Purchase Amendment, on May 19, 2021, the Company made the initial payment of $500,000. Thereafter, the first 344,400 shares of common stock repurchased by the Company were returned to treasury and cancelled. On September 27, 2021, the Court entered the Agreed Order. The Court ordered that: (i) the Company resume the monthly payment on or before September 28, 2021 (which payment has not been made due to failure of IDS to provide required documents); (ii) $24,583.33 shall be paid monthly to one of IDS’s counsel and the balance of each payment shall be paid to the IDS Defendants; and (iii) $20,000 of the 12 th (iv) NextPlay/(formerly Monaker) was awarded its fees and costs associated with the filing of the Motion. As of November 30, 2021, IDS still has not provided any of the necessary documents in order make the stock transfers. Litigation between Axion and NextPlay On January 15, 2021, Axion filed a civil claim in the Supreme Court of British Columbia (Action No. S-209245), against J. Todd Bonner, Chairman of the Company’s board of directors, Nithinan Boonyawattanapisut, our Co-Chief Executive Officer and director, the Company, William Kerby, our Co-Chief Executive Officer, Cern One Limited, Red Anchor Trading Corp., CC Asia Pacific Ventures Ltd., HotPlay, HotPlay (Thailand) Ltd., Next Fintech Holdings, Inc. (formerly Longroot, Inc.). and certain other parties. The claim alleges that Mr. Bonner and his wife, Ms. Boonyawattanapisut, used their positions as directors and officers of Axion and certain of its subsidiaries, together with the other defendants, to unlawfully take ownership of Axion’s subsidiaries and assets, including its intellectual property. Axion’s claim includes causes of action for conspiracy and fraud; theft of Axion intellectual property and ownership of Longroot; an investor scheme; breaches of fiduciary duty by Mr. Bonner and Ms. Boonyawattanapisut and others; negligence; knowing assistance of breach of fiduciary duty; collective trust; knowing receipt of trust property; knowing assistance in dishonest conduct; unjust enrichment; and breach of honest performance. The claim seeks general and special damages for conspiracy, damages for breaches of fiduciary duties, accountings and repayments of amounts alleged improperly paid, including to the Company, interim, interlocutory and permanent injunctions, rescission of the issuance of shares of Longroot Cayman; restitution; the return of Axion’s intellectual property; and other accountings, damages, punitive damages, interest and special costs. On April 9, 2021, the Company, on behalf of itself, Mr. Kerby and Next Fintech Holdings, Inc. (formerly Longroot, Inc.), filed a response to Axion’s claim whereby all such parties disputed Axion’s claims and argued all such transactions involving the Company, Mr. Kerby and Next Fintech which are the subject of Axion’s claims were legitimate and pleading various other defenses. The Company, Mr. Kerby and Next Fintech dispute Axion’s claims and continue to vigorously defend themselves against the allegations made. The lawsuit states that J. Todd Bonner, Nithinan ‘Jess’ Boonyawattanapisut, Cern One Limited, and Red Anchor Trading Corp. made loans totaling USD $9,141,372 to the defendants at various times between March 2018 and June 2020. Mr. Bonner is the Co-Chairman of NextPlay, and a past CEO and Director of Axion. His wife, Ms. Boonyawattanapisut, is the Co-CEO of NextPlay. On or about July 21, 2020, the Company and the lenders entered into a share exchange agreement whereby the lenders transferred rights to repayment of USD $7,657,023 of the debt owed by defendants plus interest to the Company, in exchange for Company stock or warrants. On or about August 23, 2021, counsel for NextPlay demanded repayment of the debts owed by the defendants, and defendants have not paid any portion of the amounts due. On September 1, 2021, the Company filed a lawsuit in the Supreme Court of British Columbia (Action No. S-217835) under the Canadian Foreign Money Claims Act (R.S.B.C. 1996, c. 155). The defendants are Axion; Axion Interactive Inc., a wholly-owned subsidiary of Axion; and Ying Pei Digital Technology (Shanghai) Company Ltd., a Chinese wholly-owned subsidiary of Axion. NextPlay owns approximately 33.85% of the outstanding shares of Axion. The Company alleges debts that the defendants refuse to pay totaling USD $7,657,023, under various promissory notes and loan agreements acquired by the Company in July 2020. The Company also seeks interest on the past-due amounts and costs associated with collection. During the 3rd quarter ended November 30, 2021, the Company has commenced a new claim for the amount of the debt that it acquired. The Company will be amending its claim shortly to reduce the total claimed to reflect the difference between what is owed and what the Company is claiming (to avoid double-claiming). 43 |
Business Segment Reporting
Business Segment Reporting | 9 Months Ended |
Nov. 30, 2021 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Note 12 – Business Segment Reporting Accounting Standards Codification 280-10 “ Segment Reporting The Company has three operating segments consisting of (i) the NextMedia Division, which consists of HotPlay and Reinhart/Zappware, (ii) the NextFinTech Division, which consists of Longroot and NextBank, and (iii) NextTrip Division, which includes NextTrip holdings. The Company’s chief operating decision makers are considered to be the Co-Chief Executive Officers. The chief operating decision makers allocate resources and assesses performance of the business and other activities at the single operating segment level. Schedule of segments For the nine months ended November 30, 2021 NextMedia NextFinTech NextTrip Total Revenue $ 6,015,365 $ 713,879 $ 117,139 $ 6,846,383 Cost of Revenue $ 2,828,189 $ 295,571 $ 103,512 $ 3,227,272 Gross Profit $ 3,187,176 $ 418,308 $ 13,627 $ 3,619,111 For the three months ended November 30, 2021 NextMedia NextFinTech NextTrip Total Sales $ 3,698,329 $ 420,522 $ 80,249 $ 4,199,100 Cost of Revenu $ 1,675,419 $ 208,232 $ 69,281 $ 1,952,932 Gross Profit $ 2,022,910 $ 212,290 $ 10,968 $ 2,246,168 For the nine months ended November 30, 2020* NextMedia NextFinTech NextTrip Total Revenue $ — $ — $ — $ — Cost of Revenue — — — — Gross Profit $ — $ — $ — $ — For the three months ended November 30, 2020* NextMedia NextFinTech NextTrip Total Revenue $ — $ — $ — $ — Cost of Revenue — — — — Gross Profit $ — $ — $ — $ — * Due to the reverse acquisition with HotPlay, the year-ago results incorporated only HotPlay's financials. There were no reconciling or inter-company items between segments. Schedule of geographic information Revenue For nine months ended November 30, For three months ended November 30, United States and Puerto Rico $ 831,018 $ 500,771 Europe 6,015,365 3,698,329 Thailand — — $ 6,846,383 $ 4,199,100 Long-lived Assets November 30, February 28, United States and Puerto Rico $ 48,088,648 $ — Europe 13,077,926 — Thailand 9,463,135 7,785,396 $ 70,629,709 $ 7,785,396 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – Subsequent Events Election of a Director On December 9, 2021, the Company’s board of directors appointed Edward Terrence Gardner, Jr. as an independent director of the Company. Mr. Gardner will hold this position until the Company’s next annual meeting of shareholders or until his successor is elected and qualified, subject to his earlier death, resignation or removal. There is no arrangement or understanding between Mr. Gardner and any other person pursuant to which Mr. Gardner was selected as a director of the Company. Other than the Company’s formal plan for compensating its directors for their services, there are no plans, contracts or arrangements or amendments to any plans, contracts or arrangements entered into with Mr. Gardner in connection with his appointment to the Board, nor are there any grants or awards made to Mr. Gardner in connection therewith. Mr. Gardner is not a participant in, nor is he to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. Appointment of Principal Executive Officer On January 3, 2022, Nithinan “Jess” Boonyawattanapisut, Co-Chief Executive Officer the Company, assumed the role of the Company’s Principal Executive Officer (“PEO”), thereby replacing William Kerby, the Company’s other Co-Chief Executive Officer, who stepped down from the PEO role. Ms. Boonyawattanapisut and Mr. Kerby will continue to serve as Co-Chief Executive Officers of the Company and members of the Company’s Board of Directors. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Nov. 30, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations and Business Organization | Nature of Operations and Business Organization NextPlay Technologies, Inc. and its consolidated subsidiaries (“ NextPlay we our us Company AdTech AI FinTech NextPlay is organized into three (3) divisions: (i) NextMedia, the Company’s Interactive Digital Media Division; (ii) NextFinTech, the Company’s Finance and Technology Division; and (iii) NextTrip, the Company’s Travel Division. In the Interactive Digital Media Division, NextPlay closed its acquisition of HotPlay Enterprise Limited and its In-Game Advertising (“ IGA Reinhart In the Finance and Technology Division, the Company’s acquisition of International Financial Enterprise Bank (“ IFEB NextBank Our Company, in accordance with Thailand foreign ownership laws, holds an indirect control of Longroot (Thailand) Company Limited (“ Longroot ICO Thai SEC Leveraging Longroot Thailand’s blockchain technology, NextPlay is developing blockchain products and solutions to support its other business units, such as a next generation insurance solution to be offered through our Travel division. Our Travel division currently offers booking solutions for both business and leisure travel and plans to expand its product and services offerings by integrating multiple technologies from other NextPlay divisions. On October 14, 2021, “Longroot Inc.” (a subsidiary company) changed its name to “Next Fintech Holdings, Inc.” Conditional Approval for License to Carry on General Insurance and Reinsurance Business Effective November 16, 2021, Labuan FSA approved the Company’s application to carry on general insurance and reinsurance business subject to certain conditions including (i) payment of a $15,000 annual license fee, (ii) submission of evidence reflecting paid up capital amounting to MYR 10.0 mil (approximately to $2,390,000 US), (iii) submission of proof of registration as a member of Labuan International Insurance Association, and (iv) submission of a Management Services Agreement with the appointed insurance manager, (v) submission of a Letter of Undertaking, and (vi) submission of constituent documents to the Registration of Company Unit. The conditions are to be met within 3 months of November 29, 2021, the date Labuan FSA issued a letter confirming the conditional approval. |
Reverse Acquisition of HotPlay Enterprise Ltd. | Reverse Acquisition of HotPlay Enterprise Ltd. On July 23, 2020, the Company (then known as Monaker Group, Inc. (“ Monaker Share Exchange Agreement HotPlay HotPlay Stockholders Reverse Acquisition of HotPlay Enterprise Ltd. (6/30/21) Fair Value of Monaker assets acquired Cash $ 9,323,686 Current assets $ 24,082,699 Non-current assets $ 26,247,848 Net assets acquired $ 59,654,233 Fair Value of Monaker liabilities assumed Current liabilities $ 32,482,320 Non-current liabilities $ 5,420,131 Net liabilities assumed $ 37,902,451 Net assets acquired $ 21,751,782 Purchase consideration Number of Monaker common shares outstanding as of 6/30/2021 23,854,203 Monaker share price as of 6/30/2021 $ 2.24 Preliminary estimate of fair value of common shares $ 53,433,415 Fair value of total estimated consideration transferred $ 53,433,415 Purchase Price Allocation Fair value of Monaker net assets acquired as of 6/30/2021 $ 21,751,782 Fair value of total estimated consideration transferred $ 53,433,415 Goodwill $ 31,681,633 The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the applicable guidance. |
Interim Financial Statements | Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ US GAAP SEC The results of operations for the nine months ended November 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, 2022. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US 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 of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, the valuation of stock options, and deferred income taxes. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents on November 30, 2021, and February 28, 2021. |
Restricted Cash | Restricted Cash Restricted cash represents cash retained in an escrow account for business purposes for more than 90 days. The outstanding restricted cash as of November 30, 2021 was $945,224, and was $0 as of February 28, 2021. |
Accounts Receivable and Unbilled Receivables | Accounts Receivable and Unbilled Receivables A receivable is recognized when the Company has an unconditional right to receive consideration. If revenue has been recognized before the Company has an unconditional right to receive consideration, the amount is presented as an unbilled receivable. A receivable is measured at transaction price less impairment loss and unbilled receivables are measured at the amount of consideration that the Group is entitled to, less impairment loss. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are expensed over time according to the period where it is indicated on the contract. |
Convertible Notes Receivable . | Convertible Notes Receivable |
Loans Receivable | Loans Receivable Loans that the Company has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, generally are stated at their outstanding principal amount adjusted for charge-offs and the allowance for loan losses. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. As of November 30, 2021, there were no loans placed on non-accrual. |
Advance for Investment | Advance for Investment Advance for investment represents cash deposits transferred to the investment seller as a deposit payment as stipulated in the investment purchase agreement. |
Investment in Unconsolidated Affiliates | Investment in Unconsolidated Affiliates Investment in unconsolidated affiliates is recognized at cost less valuation loss. |
Computer, Furniture and Equipment | Computer, Furniture and Equipment The Company purchases computers, laptops, furniture and fixture. These are originally recorded at cost and stated at cost less accumulated depreciation. The computers and laptops are depreciated over a useful life of 3 and 5 years, respectively. The furniture and fixture are depreciated over a useful life of 5 and 10 years, respectively. Straight-line depreciation is used for all computers, laptops, furniture and equipment. |
Intangible Assets | Intangible Assets Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ ASC 985-20-25 Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (ASC) 350-50 “ Website Development Costs |
Goodwill | Goodwill Goodwill represents the future economic benefits arising from assets acquired in a business combination that is not individually identified and separately recognized as an asset. Adjustments made to the acquisition accounting during the measurement period may affect the recognition and measurement of assets acquired and liabilities assumed, any NCI, consideration transferred and goodwill or any bargain purchase gain, as well as the remeasurement of any pre-existing interest in the acquiree. |
Impairment of Intangible Assets | Impairment of Intangible Assets In accordance with ASC 350-30-65 “ Goodwill and Other Intangible Assets 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense of $3,310,293 and $337,187 during the nine months ended November 30, 2021 and 2020, respectively. |
Accounts payable, note payables and accrued expenses | Accounts payable, note payables and accrued expenses Accounts payable, note payables and accrued expenses are recognized when they occur at cost. |
Customer deposit | Customer deposit Customer deposit represents cash deposits received from customers at NextBank. |
Business Combination | Business Combination The Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ ASC 805 |
Non-controlling interests | Non-controlling interests Non-controlling interests represent the equity in a subsidiary that is not attributable directly or indirectly to the parent. At the acquisition date, the Company measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree. Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. |
Foreign Currency Translation | Foreign Currency Translation The Company prepares the consolidated financial statements using U.S. dollars as the functional currency. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholders’ equity through other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Income and expenses are translated at the average monthly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statements of net and comprehensive loss. The effect of foreign currency translation on cash and cash equivalents is reflected in cash flows from operating activities on the consolidated statements of cash flows. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification has no impact on the total assets, total liabilities, stockholders’ equity and net loss for the period. |
Earnings per Share | Earnings per Share Basic earnings per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the nine months ended November 30, 2021, convertible notes payables were excluded from the computation of diluted net loss per share, as the result of the computation was anti-dilutive. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606 which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining transactions price, allocating transaction price to the performance obligation and recognizing revenue when the performance obligation is satisfied. Types of revenue consist of: Digital Media Revenue is generated from subscriptions and services rendered. Subscription revenues are deferred and recognized as the service is performed each month. Revenue from services is recognized when the contractual performance obligation is met. Finance and Technology NextBank International provides traditional banking services in niche-focused businesses, including commercial and residential real estate and the origination and sale of loans and receivables financing, among other types of lending services. Revenue is recognized from two sources, interest income and loan fees. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due, unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. As of November 30, 2021, there were no loans placed on non-accrual. Revenue is also recognized on service fees such as loan origination fees, brokering fees, and deposit account fees. As of November 30, 2021, the Company had interest and non-interest- bearing deposits received from customers with interest rates ranging from 0% to 4% payable per annum. Travel We recognize revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues). We generate our revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). |
Cost of Revenue | Cost of Revenue Cost revenue from digital media mainly consists of cost of employees - software developer and other sub-contractors. Cost of revenue from finance and technology mainly consists of interest expense, loan related commissions. Cost of revenue from travel mainly consists of cost of the tours and activities, commissions and merchant fees charged by credit card processors. |
Selling and Promotions Expense | Selling and Promotions Expense Selling and promotion expenses consist primarily of advertising and promotional expenses, expenses related to our participation in industry conferences, and public relations expenses. The expense for the nine months ended November 30, 2021 and November 30, 2020 was $802,725 and $954, respectively. |
Stock Based Compensation | Stock Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, “ Compensation – Stock Compensation The Company adopted ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ASU 2018-7 |
Warrant Modifications | Warrant Modifications The Company treats a modification of the terms or conditions of an equity award in accordance with ASC Topic 718-20-35-3, by treating the modification as an exchange of the original award for a new award. In substance, the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of ASC Topic 718-20-35-3 over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but it does provide guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities. Financial instruments consist principally of cash, accounts receivable, investments in unconsolidated affiliates, other receivable, net, accounts payable, accrued liabilities, notes payable, related parties, line of credit and certain other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. |
Leases | Leases The Company utilizes operating leases for its offices. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-to-use assets, non-current, and operating lease liabilities current and non-current captions in the consolidated balance sheets. Operating lease right-to-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all impacting the determination of the lease term and lease payments to be used in calculating the lease liability. Lease cost is recognized on a straight-line basis over the lease term. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate, the Company uses a derived incremental borrowing rate based on borrowing options under its credit agreement. The Company applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease. |
Segment Reporting | Segment Reporting Accounting Standards Codification 280-10 “ Segment Reporting An operating segment component has the following characteristics: a. It engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity). b. Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. c. Its discrete financial information is available. The Company has three operating segments consisting of (i) the NextMedia Division, which consists of HotPlay and Reinhart/Zappware, (ii) the NextFinTech Division, which consists of Longroot and NextBank, and (iii) NextTrip Division, which includes NextTrip holdings. The Company’s chief operating decision makers are considered to be the Co-Chief Executive Officers. The chief operating decision makers allocate resources and assesses performance of the business and other activities at the single operating segment level. See Note 12 Business Segment Reporting for details on each segment unit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements. |
Summary of Business Operation_2
Summary of Business Operations and Significant Accounting Policies (Tables) | 9 Months Ended |
Nov. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of reverse acquisition | Reverse Acquisition of HotPlay Enterprise Ltd. (6/30/21) Fair Value of Monaker assets acquired Cash $ 9,323,686 Current assets $ 24,082,699 Non-current assets $ 26,247,848 Net assets acquired $ 59,654,233 Fair Value of Monaker liabilities assumed Current liabilities $ 32,482,320 Non-current liabilities $ 5,420,131 Net liabilities assumed $ 37,902,451 Net assets acquired $ 21,751,782 Purchase consideration Number of Monaker common shares outstanding as of 6/30/2021 23,854,203 Monaker share price as of 6/30/2021 $ 2.24 Preliminary estimate of fair value of common shares $ 53,433,415 Fair value of total estimated consideration transferred $ 53,433,415 Purchase Price Allocation Fair value of Monaker net assets acquired as of 6/30/2021 $ 21,751,782 Fair value of total estimated consideration transferred $ 53,433,415 Goodwill $ 31,681,633 |
Notable Financial Information (
Notable Financial Information (Tables) | 9 Months Ended |
Nov. 30, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of changes in fair value allocation | Amount Goodwill increased 3,437,521 Net other assets decreased (188,479 ) Intangible assets decreased (1,748,702 ) Non-controlling interest increased (1,500,340 ) - |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 9 Months Ended |
Nov. 30, 2021 | |
Business Combination And Asset Acquisition Abstract | |
Schedule of business combination accounting is provisionally complete for all assets and liabilities | Acquisition of Reinhart TV AG/Zappware Total Identifiable Assets $ 23,458,222 Total liabilities $ 12,750,462 Net Assets $ 10,707,760 Total Consideration transferred $ 10,707,760 |
Schedule of shareholders agreement | Date right is triggered Percent of Founder’s Shares eligible to be sold Required Purchase Price January 1, 2024 33 % 15 times EBITDA based on audited 2023 Reinhart financials January 1, 2025 66 % 15 times EBITDA based on audited 2024 Reinhart financials December 20, 2025, if the board of directors of Reinhart, together with a majority of the directors appointed by the Company, agree to sell Reinhart to a third party, but the Company and the Founder cannot agree on such sale, by such date 100 % Higher of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials January 1, 2026 100 % Lower of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials |
Schedule of business combination accounting is provisionally complete for all assets and liabilities | Acquisition of NextBank International, Inc. (7/21/21) Fair Value of assets acquired Cash $ 4,200,006 Current assets $ 8,789,072 Non-current assets $ 224,210 Net assets acquired $ 13,213,288 Fair Value of liabilities assumed Current liabilities $ 9,643,436 Non-current liabilities $ — Net liabilities assumed $ 9,643,436 Net assets acquired $ 3,569,852 Purchase consideration Cash $ 6,400,000 (1) Common stock (1,925,581 shares $2.50 per share) $ 4,813,953 Fair value of total consideration transferred $ 11,213,953 Purchase Price Allocation Fair value of net assets acquired as of 7/21/2021 $ 3,569,852 Fair value of total consideration transferred $ 11,213,953 Goodwill $ 7,644,101 (1) The $6.4 million of cash was paid by NextPlay prior to the closing of the Reverse Acquisition and is not presented on the Company’s consolidated statement of cash flows. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Nov. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related parties | Name of related parties Relationship with the Company Red Anchor Trading Corporation (“RATC”) A shareholder of the Company and controlled by a Co-CEO of the Company and a director of the Company Tree Roots Entertainment Group Company Limited (“TREG”) A significant shareholder of the Company Axion Ventures Inc. (“Axion”) An entity shareholding by a Co-CEO of the Company Axion Interactive Inc. ("AI") A subsidiary of Axion HotNow (Thailand) Company Limited (“HotNow”) An entity controlled by a Co-CEO of the Company True Axion Interactive Company Limited (“TAI”) An entity shareholding by a Co-CEO of the Company Magnolia Quality Development Corporation Limited (“MQDC”) A significant shareholder of TREG, which is a significant shareholder of the Company Nithinan Boonyawattanapisut Co-CEO of the Company, and a shareholder of the Company, RATC, HotNow, Axion and TAI Immediate Family Member Immediate family member with executive officer of the Company |
Schedule of other than disclosed elsewhere significant related party transactions | Payment of marketing expense: Immediate Family Member $ 199,200 Payment of consulting expense: Immediate Family Member $ 82,500 Payment of salary expense: Immediate Family Member $ 73,057 Purchase of intangible asset: HotNow (Thailand) Company Limited $ 275,397 Purchase of equipment: HotNow (Thailand) Company Limited $ 127,927 True Axion Interactive Company Limited $ 14,115 General and admin expense: HotNow (Thailand) Company Limited $ 15,045 Operating expense: HotNow (Thailand) Company Limited $ 211,589 Interest expense of loan from: Magnolia Quality Development Corporation Limited $ 31,583 Tree Roots Entertainment Group Company Limited $ 58,504 Rental expense: Tree Roots Entertainment Group Company Limited $ 62,164 HotNow (Thailand) Company Limited $ 12,715 Other expense: HotNow (Thailand) Company Limited $ 5,454 Payment of contract cost: HotNow (Thailand) Company Limited $ 671,673 Advance received for share subscription: Red Anchor Trading Corporation $ 2,500,000 Short-term Loan from: Tree Roots Entertainment Group Co., Ltd $ 660,849 Repayment of Short-term Loan: Tree Roots Entertainment Group Co., Ltd $ 396,509 Interest expense of loan from: Magnolia Quality Development Corporation Limited $ 10,682 Tree Roots Entertainment Group Company Limited $ 6,273 Payment of loan interest: Magnolia Quality Development Corporation Limited $ 10,799 Tree Roots Entertainment Group Co., Ltd $ 4,874 Payment of contract cost: HotNow (Thailand) Company Limited $ 476,037 True Axion Interactive Company Limited $ 322,515 |
Schedule of the Company had the following related party balances as of November 30, 2021 | Nature November 30, Amounts due to related parties: Magnolia Quality Development Corporation Limited Accrued interest expense 3,296 Tree Roots Entertainment Group Accrued interest expense 32,791 HotNow (Thailand) Company Limited Other liability 391 Axion Interactive Inc. Other payable 1,770 Total $ 38,248 Notes receivable: HotNow (Thailand) Company Limited 52,745 Notes payable: Magnolia Quality Development Corporation Limited 445,567 Tree Roots Entertainment Group 297,044 Total $ 795,356 |
Intangible assets (Tables)
Intangible assets (Tables) | 9 Months Ended |
Nov. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, both acquired and developed, including accumulated amortization | Useful Life Cost Impairment Accumulated Net Carrying Software development costs 3.0 - 5.0 years $ 32,874,600 $ — $ 24,203,267 $ 8,671,333 Trademark & License 6.0 - 20.0 years 6,050,082 — 1,047,153 5,002,929 Others 1.0 - 3.0 years 3,063,994 — 1,886,816 1,177,178 CIP – Software development 4,042,517 — — 4,042,517 CIP – IDS Project 3,126,543 3,126,543 — — $ 49,157,736 $ 3,126,543 $ 27,137,236 $ 18,893,957 |
Schedule of carrying value of definite-lived intangible assets | As of November 30, 2021 Amortization Expense 2022 $ 4,561,873 2023 6,315,756 2024 5,952,439 2025 2,063,889 2026 — $ 18,893,957 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Nov. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrants outstanding | Warrant Weighted Outstanding, June 30, 2021 2,982,421 $ 2.45 Warrants granted 14,240,508 $ 1.97 Warrants exercised/forfeited/expired (2,236,250 ) $ (2.00 ) Outstanding, November 30, 2021 14,986,679 $ 2.06 Common stock issuable upon exercise of warrants 14,986,679 $ 2.06 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Nov. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of represents obligations and commitments | Current Long Term FYE 2022 FYE 2023 Totals Office Leases $ 139,024 $ 659,695 $ 798,719 Car Leases $ 80,193 $ 320,773 $ 400,966 Insurance and Other $ 61,480 $ 138,121 $ 199,601 Totals $ 280,697 $ 1,118,589 $ 1,399,286 |
Business Segment Reporting (Tab
Business Segment Reporting (Tables) | 9 Months Ended |
Nov. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segments | For the nine months ended November 30, 2021 NextMedia NextFinTech NextTrip Total Revenue $ 6,015,365 $ 713,879 $ 117,139 $ 6,846,383 Cost of Revenue $ 2,828,189 $ 295,571 $ 103,512 $ 3,227,272 Gross Profit $ 3,187,176 $ 418,308 $ 13,627 $ 3,619,111 For the three months ended November 30, 2021 NextMedia NextFinTech NextTrip Total Sales $ 3,698,329 $ 420,522 $ 80,249 $ 4,199,100 Cost of Revenu $ 1,675,419 $ 208,232 $ 69,281 $ 1,952,932 Gross Profit $ 2,022,910 $ 212,290 $ 10,968 $ 2,246,168 For the nine months ended November 30, 2020* NextMedia NextFinTech NextTrip Total Revenue $ — $ — $ — $ — Cost of Revenue — — — — Gross Profit $ — $ — $ — $ — For the three months ended November 30, 2020* NextMedia NextFinTech NextTrip Total Revenue $ — $ — $ — $ — Cost of Revenue — — — — Gross Profit $ — $ — $ — $ — * Due to the reverse acquisition with HotPlay, the year-ago results incorporated only HotPlay's financials. |
Schedule of geographic information | Revenue For nine months ended November 30, For three months ended November 30, United States and Puerto Rico $ 831,018 $ 500,771 Europe 6,015,365 3,698,329 Thailand — — $ 6,846,383 $ 4,199,100 Long-lived Assets November 30, February 28, United States and Puerto Rico $ 48,088,648 $ — Europe 13,077,926 — Thailand 9,463,135 7,785,396 $ 70,629,709 $ 7,785,396 |
Summary of Business Operation_3
Summary of Business Operations and Significant Accounting Policies (Details) | 1 Months Ended | 9 Months Ended | |||||
Nov. 16, 2021USD ($) | Nov. 16, 2021MYR (RM) | Jun. 30, 2021shares | Nov. 30, 2021USD ($) | Nov. 30, 2020USD ($) | Jun. 23, 2021 | Feb. 28, 2021USD ($) | |
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | |||||||
Annual license fee | $ 15,000 | ||||||
Paid the capital amount | $ 2,390,000 | RM 10 | |||||
Shares issued (in Shares) | shares | 52,000,000 | ||||||
Reverse merger acquisition percentage | 100.00% | ||||||
Restricted cash | $ 945,224 | $ 0 | |||||
Amortization expense | 3,310,293 | $ 337,187 | |||||
Advertising expense | $ 802,725 | $ 954 | |||||
Reinhart [Member] | |||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | |||||||
Percentage acquired | 51.00% | ||||||
Reinhart [Member] | Zappware [Member] | |||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | |||||||
Ownership percentage | 100.00% | ||||||
Minimum [Member] | |||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | |||||||
Interest rate | 0.00% | ||||||
Minimum [Member] | Computer Equipment [Member] | |||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | |||||||
Estimated useful life | 3 years | ||||||
Minimum [Member] | Furniture and Fixtures [Member] | |||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | |||||||
Estimated useful life | 5 years | ||||||
Maximum [Member] | |||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | |||||||
Interest rate | 4.00% | ||||||
Maximum [Member] | Computer Equipment [Member] | |||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | |||||||
Estimated useful life | 5 years | ||||||
Maximum [Member] | Furniture and Fixtures [Member] | |||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | |||||||
Estimated useful life | 10 years |
Summary of Business Operation_4
Summary of Business Operations and Significant Accounting Policies (Details) - Schedule of reverse acquisition - Reverse Acquisition of HotPlay Enterprise Ltd. [Member] | 1 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Summary of Business Operations and Significant Accounting Policies (Details) - Schedule of reverse acquisition [Line Items] | |
Cash | $ 9,323,686 |
Current assets | 24,082,699 |
Non-current assets | 26,247,848 |
Net assets acquired | 59,654,233 |
Current liabilities | 32,482,320 |
Non-current liabilities | 5,420,131 |
Net liabilities assumed | 37,902,451 |
Net assets acquired | $ 21,751,782 |
Number of Monaker common shares outstanding (in Shares) | shares | 23,854,203 |
Monaker share price (in Dollars per share) | $ / shares | $ 2.24 |
Preliminary estimate of fair value of common shares | $ 53,433,415 |
Fair value of total estimated consideration transferred | 53,433,415 |
Fair value of Monaker net assets acquired | 21,751,782 |
Fair value of total estimated consideration transferred | 53,433,415 |
Goodwill | $ 31,681,633 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Nov. 30, 2021 | Feb. 28, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 19,469,705 | $ 1,200,309 |
Working capital | 23,956,326 | |
Monthly cash requirement | 1,450,000 | |
Deferred revenue | $ 517,310 |
Notable Financial Information_2
Notable Financial Information (Details) - USD ($) | Feb. 28, 2021 | Nov. 16, 2021 | Nov. 30, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 |
Notable Financial Information (Details) [Line Items] | ||||||
Prepaid expenses | $ 11,590 | $ 2,390,581 | $ 2,390,581 | |||
Other current assets | 224,156 | 752,377 | 752,377 | |||
Accounts receivable | 0 | 1,220,964 | 1,220,964 | |||
Allowance for doubtful account | 0 | 292,530 | 292,530 | |||
Unbilled receivables | 4,369,424 | 4,369,424 | ||||
Loans receivable | 9,126,612 | 9,126,612 | ||||
Total goodwill | 46,373,194 | 46,373,194 | ||||
Goodwill increased in amount | $ 3,437,521 | |||||
Net property and equipment | 25,793 | 680,320 | 680,320 | |||
Depreciation expense | 1,381 | 86,240 | ||||
Accounts payable | 81,779 | 3,726,801 | 3,726,801 | |||
Accrued expenses | 262,162 | 3,989,521 | 3,989,521 | |||
Other liabilities and customer deposits | 4,199,100 | 6,846,383 | ||||
Deferred revenue | 0 | 517,310 | 517,310 | |||
Short term note payable – related party | 1,053,082 | 742,611 | 742,611 | |||
Long Term Note Payable Related Party | 0 | 966,314 | 966,314 | |||
NextBank [Member] | ||||||
Notable Financial Information (Details) [Line Items] | ||||||
Other liabilities and customer deposits | 0 | 9,638,613 | ||||
Computer Member] | ||||||
Notable Financial Information (Details) [Line Items] | ||||||
Net property and equipment | 680,320 | 680,320 | ||||
Furniture and Equipment [Member] | ||||||
Notable Financial Information (Details) [Line Items] | ||||||
Net property and equipment | $ 25,793 | |||||
HotPlay [Member] | ||||||
Notable Financial Information (Details) [Line Items] | ||||||
Total goodwill | 31,681,633 | 31,681,633 | ||||
NextBank [Member] | ||||||
Notable Financial Information (Details) [Line Items] | ||||||
Total goodwill | 7,644,101 | 7,644,101 | ||||
Zappware [Member] | ||||||
Notable Financial Information (Details) [Line Items] | ||||||
Total goodwill | $ 3,609,939 | $ 3,609,939 |
Notable Financial Information_3
Notable Financial Information (Details) - Schedule of changes in fair value allocation | 9 Months Ended |
Nov. 30, 2021USD ($) | |
Schedule of changes in fair value allocation [Abstract] | |
Goodwill increased | $ 3,437,521 |
Net other assets decreased | (188,479) |
Intangible assets decreased | (1,748,702) |
Non-controlling interest increased | (1,500,340) |
Total |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Details) | Sep. 22, 2021USD ($) | May 06, 2021shares | Apr. 01, 2021USD ($)shares | Apr. 01, 2021CHF (SFr)shares | Jan. 15, 2021USD ($) | Jan. 15, 2021CHF (SFr) | Sep. 28, 2021USD ($)shares | Jul. 21, 2021shares | Apr. 01, 2021USD ($) | Mar. 31, 2021USD ($) | Nov. 30, 2021USD ($) | Nov. 30, 2021CHF (SFr) |
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||||
Legal fees | $ 15,000 | |||||||||||
Founders cash | $ 10,700,000 | |||||||||||
Outstanding voting description | The Shareholders’ Agreement provides: (i) that the board of directors of Reinhart will consist of five members, three of which will be appointed by the Founder and other shareholders of Reinhart, and two of which will be appointed by the Company, which include William Kerby, the Company’s Co-Chief Executive Officer, and Mark Vange, the then Chief Technology Officer of HotPlay and current Chief Technology Officer of the Company; (ii) that any material shareholder matters are required to be approved by shareholders holding at least 66 2/3% of the total outstanding vote of Reinhart; (iii) that in the event Reinhart issues, within five years after the closing date, any equity or convertible equity, with a price less than the most recent valuation of Reinhart’s shares, the shares held by each director who is appointed by the Founder are subject to weighted average anti-dilution protection; and (iv) provides for various restrictions on transfers of shares of Reinhart, including right of first refusal rights, tag-along rights, and drag-along rights, as well as certain rights which would trigger the right of the other parties to the Shareholders’ Agreement to acquire the shares held by an applicable shareholder, for the higher of the fair market value and the nominal value of the shares (except in the case of (c) where the purchase price is the lower of such amounts), if such shareholder (a) commits a criminal act against the interests of another party, Reinhart or its affiliates; (b) breaches the Shareholders’ Agreement, and fails to cure such breach 20 days after notice thereof is provided; or (c) the employment of any employed shareholder is terminated for certain reasons. | The Shareholders’ Agreement provides: (i) that the board of directors of Reinhart will consist of five members, three of which will be appointed by the Founder and other shareholders of Reinhart, and two of which will be appointed by the Company, which include William Kerby, the Company’s Co-Chief Executive Officer, and Mark Vange, the then Chief Technology Officer of HotPlay and current Chief Technology Officer of the Company; (ii) that any material shareholder matters are required to be approved by shareholders holding at least 66 2/3% of the total outstanding vote of Reinhart; (iii) that in the event Reinhart issues, within five years after the closing date, any equity or convertible equity, with a price less than the most recent valuation of Reinhart’s shares, the shares held by each director who is appointed by the Founder are subject to weighted average anti-dilution protection; and (iv) provides for various restrictions on transfers of shares of Reinhart, including right of first refusal rights, tag-along rights, and drag-along rights, as well as certain rights which would trigger the right of the other parties to the Shareholders’ Agreement to acquire the shares held by an applicable shareholder, for the higher of the fair market value and the nominal value of the shares (except in the case of (c) where the purchase price is the lower of such amounts), if such shareholder (a) commits a criminal act against the interests of another party, Reinhart or its affiliates; (b) breaches the Shareholders’ Agreement, and fails to cure such breach 20 days after notice thereof is provided; or (c) the employment of any employed shareholder is terminated for certain reasons. | ||||||||||
Shareholders' agreement term | 10 years | 10 years | ||||||||||
Shareholders' agreement notice period for termination | 12 years | 12 years | ||||||||||
Payment of investment | $ 6,400,000 | |||||||||||
Acquired control percentage | 100.00% | |||||||||||
Cash paid | $ 6,400,000 | |||||||||||
Agreed to exchange restricted shares (in Shares) | shares | 5,070,000 | |||||||||||
Exchanged common shares (in Shares) | shares | 10,140 | |||||||||||
Aggregate face value | $ 10,140,000 | |||||||||||
Percentage of dividend | 2.00% | |||||||||||
Reinhart [Member] | ||||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||||
Ownership percentage | 51.00% | 51.00% | ||||||||||
Mr. Ronald Poe [Member] | ||||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||||
Annual salary | 120,000 | |||||||||||
Robert Fiallo [Member] | ||||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||||
Annual base salary | $ 300,000 | |||||||||||
Bonus percentage | 0.03 | 0.03 | ||||||||||
Switzerland, Francs | ||||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||||
Consideration | SFr | SFr 10,000,000 | |||||||||||
Legal fees | SFr | SFr 30,000 | |||||||||||
Break-up fee | SFr | SFr 500,000 | |||||||||||
Investment Agreement [Member] | ||||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||||
Consideration | $ 10,700,000 | |||||||||||
Legal fees | $ 33,670 | |||||||||||
Break-up fee | $ 560,000 | |||||||||||
Preferred Stock Exchange Agreement [Member] | ||||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||||
Shares issued in exchange (in Shares) | shares | 1,950,000 | |||||||||||
Share Exchange Agreement [Member] | ||||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||||
Shares issued in exchange (in Shares) | shares | 1,926,750 | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||||
Number of shares agreed to purchase (in Shares) | shares | 2,191,489 | 2,191,489 | ||||||||||
Percentage of outstanding shares agreed to acquire | 57.10% | |||||||||||
Class A Common Stock [Member] | Share Exchange Agreement [Member] | ||||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||||
Shares issued in exchange (in Shares) | shares | 1,648,614 | |||||||||||
Percentage of shares exchanged | 42.94% | |||||||||||
Series A Preferred Shares [Member] | Preferred Stock Exchange Agreement [Member] | ||||||||||||
Acquisitions and Dispositions (Details) [Line Items] | ||||||||||||
Shares issued in exchange (in Shares) | shares | 5,850 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions (Details) - Schedule of business combination accounting is provisionally complete for all assets and liabilities | 1 Months Ended |
Jun. 23, 2021USD ($) | |
Schedule of business combination accounting is provisionally complete for all assets and liabilities [Abstract] | |
Total Identifiable Assets | $ 23,458,222 |
Total liabilities | 12,750,462 |
Net Assets | 10,707,760 |
Total Consideration transferred | $ 10,707,760 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions (Details) - Schedule of shareholders agreement | 9 Months Ended |
Nov. 30, 2021 | |
Right 1 [Member] | |
Acquisitions and Dispositions (Details) - Schedule of shareholders agreement [Line Items] | |
Date right is triggered | January 1, 2024 |
Percent of Founder’s Shares eligible to be sold | 33.00% |
Required Purchase Price | 15 times EBITDA based on audited 2023 Reinhart financials |
Right 2 [Member] | |
Acquisitions and Dispositions (Details) - Schedule of shareholders agreement [Line Items] | |
Date right is triggered | January 1, 2025 |
Percent of Founder’s Shares eligible to be sold | 66.00% |
Required Purchase Price | 15 times EBITDA based on audited 2024 Reinhart financials |
Right 3 [Member] | |
Acquisitions and Dispositions (Details) - Schedule of shareholders agreement [Line Items] | |
Date right is triggered | December 20, 2025, if the board of directors of Reinhart, together with a majority of the directors appointed by the Company, agree to sell Reinhart to a third party, but the Company and the Founder cannot agree on such sale, by such date |
Percent of Founder’s Shares eligible to be sold | 100.00% |
Required Purchase Price | Higher of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials |
Right 4 [Member] | |
Acquisitions and Dispositions (Details) - Schedule of shareholders agreement [Line Items] | |
Date right is triggered | January 1, 2026 |
Percent of Founder’s Shares eligible to be sold | 100.00% |
Required Purchase Price | Lower of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials |
Acquisitions and Dispositions_5
Acquisitions and Dispositions (Details) - Schedule of business combination accounting is provisionally complete for all assets and liabilities - Acquisition of NextBank International, Inc. [Member] | 1 Months Ended | |
Jul. 21, 2021USD ($) | ||
Fair Value of assets acquired | ||
Cash | $ 4,200,006 | |
Current assets | 8,789,072 | |
Non-current assets | 224,210 | |
Net assets acquired | 13,213,288 | |
Fair Value of liabilities assumed | ||
Current liabilities | 9,643,436 | |
Non-current liabilities | ||
Net liabilities assumed | 9,643,436 | |
Net assets acquired | 3,569,852 | |
Purchase consideration | ||
Cash | 6,400,000 | [1] |
Common stock (1,925,581 shares @ $2.50 per share) | 4,813,953 | |
Fair value of total consideration transferred | 11,213,953 | |
Fair value of net assets acquired as of 7/21/2021 | 3,569,852 | |
Fair value of total consideration transferred | 11,213,953 | |
Goodwill | $ 7,644,101 | |
[1] | The $6.4 million of cash was paid by NextPlay prior to the closing of the Reverse Acquisition and is not presented on the Company’s consolidated statement of cash flows |
Acquisitions and Dispositions_6
Acquisitions and Dispositions (Details) - Schedule of business combination accounting is provisionally complete for all assets and liabilities (Parentheticals) - Acquisition of NextBank International, Inc. [Member] | Jul. 21, 2021$ / sharesshares |
Acquisitions and Dispositions (Details) - Schedule of business combination accounting is provisionally complete for all assets and liabilities (Parentheticals) [Line Items] | |
Common stock shares | shares | 1,925,581 |
Common stock per share | $ / shares | $ 2.5 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jun. 07, 2021USD ($) | Jun. 07, 2021THB (฿) | Apr. 08, 2021USD ($)shares | Apr. 07, 2021USD ($) | Sep. 16, 2021 | Aug. 27, 2021USD ($) | May 31, 2021USD ($) | May 31, 2021THB (฿) | Mar. 31, 2021USD ($) | Mar. 31, 2021THB (฿) | Dec. 31, 2020USD ($) | Nov. 30, 2021USD ($)$ / sharesshares | May 26, 2021USD ($) | Apr. 30, 2021USD ($) | Apr. 30, 2021THB (฿) | Mar. 24, 2021USD ($) | Mar. 24, 2021THB (฿) | Mar. 22, 2021USD ($) | Feb. 28, 2021shares | Nov. 23, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020THB (฿) |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Aggregate price | $ 624,000 | ฿ 19,500,000 | ||||||||||||||||||||
Value added tax rate | 7.00% | 7.00% | ||||||||||||||||||||
Asset purchase amount | $ 474,467 | ฿ 14,500,000 | ||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||
Loan bears interest at an annual rate | $ 0.10 | |||||||||||||||||||||
Outstanding balance | $ 705,000 | |||||||||||||||||||||
Management compensation description | (a)compensation of 20,000 shares of Company common stock per year; (b)compensation of 5,000 shares of Company common stock per year, if they are the chairperson of any committee of the board of directors; and (c)compensation of 10,000 shares of Company common stock per year, to the Chairman of the Board (collectively, the “Board Compensation Terms”); provided that all shares due to the directors serving as of March 1, 2021, for the fiscal year ending February 28, 2022, were issued up front and were fully-vested/earned on the date of grant, instead of vesting over time, as previously awarded. | |||||||||||||||||||||
Aggregate shares of common stock (in Shares) | shares | 165,000 | 109,247,388 | 62,400,000 | |||||||||||||||||||
Board of directors description | the board of directors of the Company, consistent with the employment agreement of Mr. William Kerby, the Co-Chief Executive Officer of the Company, which provides for Mr. Kerby to receive a base salary of $400,000 per year, and an annual bonus, payable at the discretion of the board of directors, of up to 100% of his base salary (50% based on meeting short term goals and 50% based on meeting long-term goals), and other bonuses which may be granted from time to time in the discretion of the board of directors, agreed to award Mr. Kerby a discretionary bonus for fiscal 2021 of $400,000, which was payable in cash or shares of common stock, at Mr. Kerby’s option, under the Plan, with a price of $3.02 per share, the closing sales price of the Company’s common stock on the date the board of directors approved such bonus. On April 7, 2021, April 28, 2021, and May 16, 2021, Mr. Kerby elected to receive cash in connection with the bonus of $100,000, $150,000, and $150,000, respectively. | |||||||||||||||||||||
Principal amount | $ 1,500,000 | $ 9,370,000 | $ 5,520,000 | |||||||||||||||||||
Compensation plan description | (a)compensation of $60,000 per year; (b)additional compensation of $15,000 per year for chairpersons of each committee of the board of directors; and (c)additional consideration of $30,000 per year to each co-chairman of the board of directors. | |||||||||||||||||||||
Total of compensation payable percentage | 70.00% | |||||||||||||||||||||
Percentage of accrued paid in cash | 30.00% | |||||||||||||||||||||
Consulting fee | $ 1,000 | |||||||||||||||||||||
Agreement description | During the term of the agreement, Ms. Boonyawattanapisut is to receive (i) a base salary of $400,000 per year, which may be increased at any time at the discretion of the Compensation Committee of the board of directors of the Company without the need to amend the agreement; (ii) an annual bonus payable at the discretion of the Compensation Committee; (iii) other bonuses which may be granted/approved from time to time in the discretion of the Compensation Committee; (iv) $200,000 in cash and 25,000 shares of common stock issued as a sign-on bonus under the terms of the Plan; (v) up to four weeks of annual paid time off, which can be rolled-over year to year, or which in the discretion of Ms. Boonyawattanapisut, can be required to be paid in cash at the end of any year or the termination of the agreement; and (vi) a car allowance equal to an equivalent of $1,500 per month, during the term of the agreement. | |||||||||||||||||||||
Licenses description | Any consideration received by Token IQ from such licenses will be split 50/50 between the Company and Token IQ. | |||||||||||||||||||||
HotNow [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Advanced payment amount | $ 149,533 | ฿ 5,000,000 | ||||||||||||||||||||
Agreement description | An entity controlled by a Co-CEO of the Company | |||||||||||||||||||||
MQDC [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 480,000 | ฿ 15,000,000 | ||||||||||||||||||||
Interest rate | 9.00% | 9.00% | ||||||||||||||||||||
Accrued interest | $ 3,296 | |||||||||||||||||||||
TREG [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 543,000 | ฿ 17,000,000 | ||||||||||||||||||||
Interest rate | 9.75% | 9.75% | ||||||||||||||||||||
Accrued interest | 2,380 | |||||||||||||||||||||
HotPlay Thailand [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Repaid amount | $ 223,000 | ฿ 7,000,000 | ||||||||||||||||||||
Mr. Kerby [Member] | MI Partners [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Accrued dividends | $ 1,016,314 | |||||||||||||||||||||
NextBank International [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Loan purchase | $ 705,000 | |||||||||||||||||||||
Purchase price | 647,776 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Dividends arrears | $ 1,102,068 | |||||||||||||||||||||
Intellectual Property [Member] | Fighter Base IPP Agreement [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Property acquired | $ 5,000,000 | |||||||||||||||||||||
Weighted Average Number of Shares, Restricted Stock (in Shares) | shares | 1,666,667 | |||||||||||||||||||||
Intellectual Property [Member] | Token IQ IPP Agreement[Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Property acquired | $ 5,000,000 | |||||||||||||||||||||
Weighted Average Number of Shares, Restricted Stock (in Shares) | shares | 1,250,000 | |||||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||
Outstanding balance | $ 966,314 | |||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 3.02 | |||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 3.02 | |||||||||||||||||||||
Maturity date | Apr. 7, 2022 | |||||||||||||||||||||
Convertible Promissory Notes [Member] | Mr. Kerby [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Cash was drawn | $ 50,000 | |||||||||||||||||||||
Convertible Promissory Notes [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Accrued dividends | 430,889 | |||||||||||||||||||||
Principal amount | 430,889 | |||||||||||||||||||||
Convertible Promissory Notes [Member] | Series A Preferred Stock [Member] | MI Partners [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Accrued dividends | 585,425 | |||||||||||||||||||||
Principal amount | $ 585,425 | |||||||||||||||||||||
Common Stock [Member] | Intellectual Property [Member] | Fighter Base IPP Agreement [Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 3 | |||||||||||||||||||||
Common Stock [Member] | Intellectual Property [Member] | Token IQ IPP Agreement[Member] | ||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 4 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related parties | 9 Months Ended |
Nov. 30, 2021 | |
Red Anchor Trading Corporation [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | A shareholder of the Company and controlled by a Co-CEO of the Company and a director of the Company |
Tree Roots Entertainment Group Company Limited [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | A significant shareholder of the Company |
Axion Ventures, Inc. [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | An entity shareholding by a Co-CEO of the Company |
Axion Interactive Inc. [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | A subsidiary of Axion |
HotNow (Thailand) Company Limited [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | An entity controlled by a Co-CEO of the Company |
True Axion Interactive Company Limited [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | An entity shareholding by a Co-CEO of the Company |
Magnolia Quality Development Corporation Limited [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | A significant shareholder of TREG, which is a significant shareholder of the Company |
Nithinan Boonyawattanapisut [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | Co-CEO of the Company, and a shareholder of the Company, RATC, HotNow, Axion and TAI |
Immediate Family Member [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | Immediate family member with executive officer of the Company |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of other than disclosed elsewhere significant related party transactions - USD ($) | 9 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Payment of marketing expense [Member] | Immediate Family Member [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | $ 199,200 | |
Payment of consulting expense [Member] | Immediate Family Member [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 82,500 | |
Payment of salary expense [Member] | Immediate Family Member [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 73,057 | |
Purchase of intangible asset [Member] | HotNow (Thailand) Company Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 275,397 | |
Purchase of equipment [Member] | HotNow (Thailand) Company Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 127,927 | |
Purchase of equipment [Member] | True Axion Interactive Company Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 14,115 | |
General and admin expense [Member] | HotNow (Thailand) Company Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 15,045 | |
Operating Expense [Member] | HotNow (Thailand) Company Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 211,589 | |
Interest expense of loan from [Member] | Magnolia Quality Development Corporation Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 31,583 | $ 10,682 |
Interest expense of loan from [Member] | Tree Roots Entertainment Group Company Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 58,504 | 6,273 |
Rental expense [Member] | HotNow (Thailand) Company Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 12,715 | |
Rental expense [Member] | Tree Roots Entertainment Group Company Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 62,164 | |
Other Expense [Member] | HotNow (Thailand) Company Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 5,454 | |
Payment of contract cost [Member] | HotNow (Thailand) Company Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | $ 671,673 | 476,037 |
Payment of contract cost [Member] | True Axion Interactive Company Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 322,515 | |
Advance received for share subscription [Member] | Red Anchor Trading Corporation [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 2,500,000 | |
Short-term Loan from [Member] | Tree Roots Entertainment Group Co., Ltd [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 660,849 | |
Repayment of Short-term Loan [Member] | Tree Roots Entertainment Group Co., Ltd [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 396,509 | |
Payment of loan interest [Member] | Magnolia Quality Development Corporation Limited [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | 10,799 | |
Payment of loan interest [Member] | Tree Roots Entertainment Group Co., Ltd [Member] | ||
Payment of marketing expense: | ||
Related Party Costs | $ 4,874 |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of the Company had the following related party balances as of November 30, 2021 | 9 Months Ended |
Nov. 30, 2021USD ($) | |
Amounts due to related parties: | |
Total | $ 795,356 |
Total due to related parties | 38,248 |
Magnolia Quality Development Corporation Limited [Member] | |
Amounts due to related parties: | |
Accrued Interest expense | 3,296 |
Tree Roots Entertainment Group Company Limited [Member] | |
Amounts due to related parties: | |
Accrued Interest expense | 32,791 |
HotNow (Thailand) Company Limited [Member] | |
Amounts due to related parties: | |
Other liability | 391 |
Axion Interactive Inc. [Member] | |
Amounts due to related parties: | |
Other payable | 1,770 |
HotNow (Thailand) Company Limited [Member] | |
Amounts due to related parties: | |
Other liability | 52,745 |
Magnolia Quality Development Corporation Limited [Member] | |
Amounts due to related parties: | |
Accrued Interest expense | 445,567 |
Tree Roots Entertainment Group Company Limite [Member] | |
Amounts due to related parties: | |
Accrued Interest expense | $ 297,044 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliates (Details) | Nov. 10, 2021USD ($) | Nov. 01, 2021shares | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 08, 2021USD ($)shares | Nov. 12, 2020USD ($)shares | Oct. 28, 2020USD ($)shares | Jan. 15, 2019shares | Jul. 02, 2018USD ($)$ / sharesshares | Nov. 30, 2021USD ($)$ / sharesshares | Nov. 16, 2021USD ($) | Nov. 16, 2021MYR (RM) | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021 | Nov. 30, 2020USD ($)shares | Nov. 16, 2020USD ($)$ / sharesshares | Oct. 31, 2020USD ($) | Aug. 31, 2016shares | Nov. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Jul. 31, 2021USD ($) | Jul. 15, 2021USD ($) | Feb. 28, 2021USD ($)$ / sharesshares |
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Ownership percentage to be acquired | 100.00% | |||||||||||||||||||||
Non-refundable deposit | $ | $ 235,000 | |||||||||||||||||||||
Percentage of final payment due | 50.00% | |||||||||||||||||||||
Number of shares sold (in Shares) | shares | 937,117 | |||||||||||||||||||||
Cash to be paid for acquisition | $ 2,390,000 | RM 10 | ||||||||||||||||||||
Payment payable | $ | $ 225,000 | $ 1,250,000 | $ 2,500,000 | |||||||||||||||||||
Total payments | $ | $ 1,250,000 | |||||||||||||||||||||
Non-refundable deposit | $ | $ 1,000,000 | |||||||||||||||||||||
Individual party percentage | 24.90% | |||||||||||||||||||||
Restricted common stock (in Shares) | shares | 72,000 | |||||||||||||||||||||
Restricted common stock value | $ | $ 180,000 | |||||||||||||||||||||
Earned immediately shares value | $ | $ 45,000 | |||||||||||||||||||||
Remaining shares (in Shares) | shares | 6,000 | |||||||||||||||||||||
Revenue in excess of expenses | $ | $ 180,000 | |||||||||||||||||||||
Agreed to Payment | $ | $ 75,000 | |||||||||||||||||||||
Shares issued in exchange (in Shares) | shares | 90,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 52,000,000 | |||||||||||||||||||||
Decrease in fair value | $ | $ 838,906 | |||||||||||||||||||||
Number of warrants (in Shares) | shares | 14,240,508 | 14,402,408 | 14,402,408 | |||||||||||||||||||
Axion Acquisition [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Number of shares to be acquired (in Shares) | shares | 12,000,000 | |||||||||||||||||||||
Percentage of purchase price by deposit | 5.70% | |||||||||||||||||||||
Value of shares to be acquired | $ | $ 2,000,000 | |||||||||||||||||||||
Axion Ventures, Inc. [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Ownership percentage to be acquired | 33.85% | |||||||||||||||||||||
Go Game Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Ownership percentage to be acquired | 37.00% | |||||||||||||||||||||
Cash to be paid for acquisition | $ | $ 5,000,000 | |||||||||||||||||||||
Payment for investment | $ | $ 1,250,000 | |||||||||||||||||||||
Amount payable to acquire investment | $ | $ 2,500,000 | $ 1,250,000 | ||||||||||||||||||||
Go Game Securities Purchase Option [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Ownership percentage to be acquired | 14.00% | |||||||||||||||||||||
Number of shares to be acquired (in Shares) | shares | 259,895 | |||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 37.71 | $ 37.71 | ||||||||||||||||||||
Value used to determine share option price | $ | $ 70,000,000 | |||||||||||||||||||||
Minimum share price for payment of purchase option (in Dollars per share) | $ / shares | $ 2.35 | $ 2.35 | ||||||||||||||||||||
Percentage of purchase price by deposit | 85.00% | 85.00% | ||||||||||||||||||||
Minimum number of company shares held by seller for board of directors (in Shares) | shares | 2,000,000 | 2,000,000 | ||||||||||||||||||||
Go Game Securities Purchase Option and Initial Shares [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Ownership percentage to be acquired | 51.00% | |||||||||||||||||||||
Bank Holding Company [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Ownership percentage to be acquired | 100.00% | |||||||||||||||||||||
Bridge Community Bank [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Ownership percentage to be acquired | 100.00% | |||||||||||||||||||||
Marketing and Stock Exchange Agreement [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Shares issued in exchange (in Shares) | shares | 75,000 | |||||||||||||||||||||
Number of shares exchanged (in Shares) | shares | 2,200 | 2,200 | ||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 75,000 | |||||||||||||||||||||
Axion Exchange Agreement [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Percentage of outstanding shares exchanged | 33.85% | |||||||||||||||||||||
Number of warrants (in Shares) | shares | 1,914,250 | |||||||||||||||||||||
Ownership percentage to trigger warrant vesting | 51.00% | |||||||||||||||||||||
Bonus share [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Restricted common stock (in Shares) | shares | 50,000 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Go Game Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Number of shares to be acquired (in Shares) | shares | 686,868 | |||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Liquidation preference | $ | $ 6,100,000 | |||||||||||||||||||||
Series D Preferred Stock [Member] | Go Game Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Number of shares to be paid for acquisition (in Shares) | shares | 6,100,000 | |||||||||||||||||||||
Value of shares to be paid for acquisition | $ | $ 6,100,000 | |||||||||||||||||||||
Liquidation preference | $ | $ 6,100,000 | $ 6,100,000 | ||||||||||||||||||||
Number of shares that may be transferred six months after initial closing (in Shares) | shares | 1,525,000 | |||||||||||||||||||||
Number of shares that may be transferred twelve months after initial closing (in Shares) | shares | 1,525,000 | |||||||||||||||||||||
Recruiter.com Group [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 2.96 | $ 2.96 | ||||||||||||||||||||
Number of shares sold (in Shares) | shares | 68,083 | |||||||||||||||||||||
Number of shares owned (in Shares) | shares | 3,461 | 3,461 | 78,137 | |||||||||||||||||||
Gain on sale of shares | $ | $ 28,028 | |||||||||||||||||||||
Net change in fair value | $ | $ 10,245 | |||||||||||||||||||||
Recruiter.com Group [Member] | Common Stock [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Number of shares owned (in Shares) | shares | 3,461 | 3,461 | ||||||||||||||||||||
Fair value | $ | $ 10,245 | $ 10,245 | ||||||||||||||||||||
Recruiter.com Group [Member] | Common Stock [Member] | Marketing and Stock Exchange Agreement [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Number of shares exchanged (in Shares) | shares | 139,273 | |||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Percentage of purchase price by deposit | 0.00% | |||||||||||||||||||||
Decrease in fair value | $ | $ 44,153 | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Percentage of purchase price by deposit | 4.00% | |||||||||||||||||||||
Decrease in fair value | $ | $ 883,059 | |||||||||||||||||||||
Bettwork Industries Inc. [Member] | Common Stock [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 0.75 | $ 0.0003 | $ 0.0003 | $ 0.009 | ||||||||||||||||||
Number of shares owned (in Shares) | shares | 7,000,000 | 6,142,856 | 6,142,856 | 6,142,856 | ||||||||||||||||||
Debt amount converted | $ | $ 5,250,000 | |||||||||||||||||||||
Fair value | $ | $ 5,250,000 | $ 1,843 | $ 1,843 | $ 55,286 | ||||||||||||||||||
Shares issued (in Shares) | shares | 6,142,856 | 6,142,856 | ||||||||||||||||||||
Axion [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Percentage of purchase price by deposit | 25.00% | |||||||||||||||||||||
Non-refundable deposit | $ | $ 500,000 | |||||||||||||||||||||
Percentage of purchase price by shares | 25.00% | |||||||||||||||||||||
Percentage of final payment due | 50.00% | |||||||||||||||||||||
Percentage of discount on common stock for final payment due | 20.00% | |||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 2 | |||||||||||||||||||||
Debt amount converted | $ | $ 7,657,024 | $ 7,657,024 | ||||||||||||||||||||
Ownership percentage | 33.85% | |||||||||||||||||||||
Percentage of outstanding shares exchanged | 33.85% | |||||||||||||||||||||
Axion [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Shares issued in exchange (in Shares) | shares | 10,000,000 | |||||||||||||||||||||
Number of shares exchanged (in Shares) | shares | 10,000,000 | 10,000,000 | ||||||||||||||||||||
Number of shares issued upon conversion (in Shares) | shares | 7,417,700 | 7,417,700 | ||||||||||||||||||||
Axion [Member] | Minimum [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 2 | $ 2 | ||||||||||||||||||||
Axion [Member] | Maximum [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 3 | $ 3 | ||||||||||||||||||||
Axion Exchange Agreement [Member] | ||||||||||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||||||||||
Fair value | $ | $ 4,856,825 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | Nov. 12, 2020 | Jun. 30, 2021 | Nov. 30, 2020 | Nov. 16, 2020 | Nov. 30, 2021 | Nov. 01, 2021 | Sep. 01, 2021 |
Notes Receivable (Details) [Line Items] | |||||||
Shares issued in exchange | 90,000 | ||||||
Number of warrants | 14,402,408 | 14,240,508 | |||||
Warrant exercise price (in Dollars per share) | $ 2.45 | $ 2.06 | $ 1.97 | ||||
Creditor Warrants [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Number of warrants | 1,914,250 | ||||||
Warrant exercise price (in Dollars per share) | $ 2 | ||||||
Warrants term | 2 years | ||||||
Axion [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Amount of debt exchanged (in Dollars) | $ 7,657,024 | $ 7,657,024 | |||||
Percentage of outstanding shares exchanged | 33.85% | ||||||
Filed claim amount (in Dollars) | $ 7,657,024 | ||||||
Axion [Member] | Creditor Warrants [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Ownership percentage to trigger warrant vesting | 51.00% | ||||||
Series B Preferred Stock [Member] | Axion [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Shares issued in exchange | 10,000,000 | ||||||
Number of shares converted | 10,000,000 | 10,000,000 | |||||
Number of shares issued upon conversion | 7,417,700 | 7,417,700 | |||||
Series C Preferred Stock [Member] | Axion [Member] | |||||||
Notes Receivable (Details) [Line Items] | |||||||
Number of shares exchanged for debt | 3,828,500 | ||||||
Number of shares converted | 3,828,500 | ||||||
Number of shares issued upon conversion | 3,828,500 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | 9 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Intangible assets (Details) [Line Items] | ||
Software platform amount | $ 3,126,543 | |
Intangible assets | $ 1,661,927 | |
Development Costs, Period Cost | $ 135,329 | |
Estimate on amortization expense | 5 years | |
Minimum [Member] | ||
Intangible assets (Details) [Line Items] | ||
Estimated useful lives | 1 year | |
Maximum [Member] | ||
Intangible assets (Details) [Line Items] | ||
Estimated useful lives | 20 years |
Intangible assets (Details) - S
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization | 9 Months Ended |
Nov. 30, 2021USD ($) | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | $ 49,157,736 |
Impairment | 3,126,543 |
Accumulated Amortization | 27,137,236 |
Net Carrying Value | 18,893,957 |
Software development costs [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | 32,874,600 |
Impairment | |
Accumulated Amortization | 24,203,267 |
Net Carrying Value | 8,671,333 |
Trademark & License [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | 6,050,082 |
Impairment | |
Accumulated Amortization | 1,047,153 |
Net Carrying Value | 5,002,929 |
Others [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | 3,063,994 |
Impairment | |
Accumulated Amortization | 1,886,816 |
Net Carrying Value | 1,177,178 |
CIP – Software development [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | 4,042,517 |
Impairment | |
Accumulated Amortization | |
Net Carrying Value | 4,042,517 |
CIP - IDS Project [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | 3,126,543 |
Impairment | 3,126,543 |
Accumulated Amortization | |
Net Carrying Value | |
Minimum [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 1 year |
Minimum [Member] | Software development costs [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 3 years |
Minimum [Member] | Trademark & License [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 6 years |
Minimum [Member] | Others [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 1 year |
Maximum [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 20 years |
Maximum [Member] | Software development costs [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 5 years |
Maximum [Member] | Trademark & License [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 20 years |
Maximum [Member] | Others [Member] | |
Intangible assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 3 years |
Intangible assets (Details) -_2
Intangible assets (Details) - Schedule of carrying value of definite-lived intangible assets | Nov. 30, 2021USD ($) |
Schedule of carrying value of definite-lived intangible assets [Abstract] | |
2022 | $ 4,561,873 |
2023 | 6,315,756 |
2024 | 5,952,439 |
2025 | 2,063,889 |
2026 | |
Total | $ 18,893,957 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Nov. 04, 2021 | Nov. 03, 2021 | Sep. 22, 2021 | Sep. 02, 2021 | Jul. 21, 2021 | Jun. 22, 2021 | May 26, 2021 | Mar. 22, 2021 | Nov. 23, 2020 | Sep. 02, 2020 | Oct. 31, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Jan. 22, 2022 | Dec. 22, 2021 | Nov. 22, 2021 | Oct. 22, 2021 | Jun. 01, 2021 | Apr. 30, 2021 |
Notes Payable (Details) [Line Items] | |||||||||||||||||||
Principal amount | $ 1,500,000 | $ 9,370,000 | $ 5,520,000 | ||||||||||||||||
Initial cash purchase price for note | 7,000,000 | 3,500,000 | |||||||||||||||||
Debt issuance costs | 370,000 | ||||||||||||||||||
Total amount due | 3,870,000 | ||||||||||||||||||
Advisory fees | 245,000 | ||||||||||||||||||
Net proceeds from note | $ 3,255,000 | $ 27,850,000 | |||||||||||||||||
Debt instrument, Interest rate, Stated percentage | 10.00% | ||||||||||||||||||
Debt instrument maturity terms | 12 months | ||||||||||||||||||
Amount that may be redeemed if investor note has not been funded | $ 800,000 | ||||||||||||||||||
Amount that may be redeemed if investor note has been funded | $ 1,250,000 | ||||||||||||||||||
Percentage added to note if redemption is not paid | 25.00% | ||||||||||||||||||
Percentage increases by upon occurrence | 0.02 | ||||||||||||||||||
Percentage of prepayment penalty | 10.00% | ||||||||||||||||||
Funds raised offering percentage | 20.00% | ||||||||||||||||||
Percentage increases upon occurrence | 30.00% | ||||||||||||||||||
Note increase percentage upon failure to pay equity payment | 10.00% | ||||||||||||||||||
Note increase percentage if specified events do not occur | 25.00% | ||||||||||||||||||
Minimum funding amount to prevent note increase | $ 15,000,000 | ||||||||||||||||||
Note increase percentage upon funding right not exercised | 3.00% | ||||||||||||||||||
Note increase percentage upon failure to comply with right of first refusal | 10.00% | ||||||||||||||||||
Note increase percentage upon each major default | 15.00% | ||||||||||||||||||
Note increase percentage upon each other default | 5.00% | ||||||||||||||||||
Note increase maximum aggregate percentage for defaults | 30.00% | ||||||||||||||||||
Additional capitalized outstanding balance | $ 705,000 | ||||||||||||||||||
Accrue interest rate | 18.00% | ||||||||||||||||||
Gross proceeds | $ 30,000,000 | ||||||||||||||||||
Warrants to purchase shares (in Shares) | 322,000 | ||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2 | ||||||||||||||||||
Principal amount | $ 900,000 | ||||||||||||||||||
Legal fees | $ 15,000 | ||||||||||||||||||
Note equity payment | $ 225,000 | $ 225,000 | |||||||||||||||||
Redemption premium percentage | 25.00% | ||||||||||||||||||
Amount due, Percentage | 125.00% | ||||||||||||||||||
First installment paid | $ 225,000 | ||||||||||||||||||
Remaining balance paid off | $ 675,000 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||
Note equity payment | $ 225,000 | ||||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||
Principal amount | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||
Debt issuance costs | $ 370,000 | ||||||||||||||||||
Debt instrument, Interest rate, Stated percentage | 10.00% | ||||||||||||||||||
Debt instrument maturity terms | 6 months | ||||||||||||||||||
Streeterville Capital LLC [Member] | |||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||
Funds raised offering percentage | 20.00% | ||||||||||||||||||
Percentage increases upon occurrence | 30.00% | ||||||||||||||||||
Note increase percentage upon failure to pay equity payment | 10.00% | ||||||||||||||||||
Note increase percentage if specified events do not occur | 25.00% | ||||||||||||||||||
Minimum funding amount to prevent note increase | $ 15,000,000 | ||||||||||||||||||
Streeterville Capital LLC [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||
Principal amount | 1,500,000 | ||||||||||||||||||
Debt issuance costs | $ 850,000 | ||||||||||||||||||
Debt instrument, Interest rate, Stated percentage | 10.00% | ||||||||||||||||||
Percentage added to note if redemption is not paid | 25.00% | ||||||||||||||||||
Percentage increases by upon occurrence | 0.02 | ||||||||||||||||||
Percentage of prepayment penalty | 10.00% | ||||||||||||||||||
Transaction expenses | $ 20,000 | ||||||||||||||||||
Debt discount earned | 700,000 | ||||||||||||||||||
Discount not fully earned | 150,000 | ||||||||||||||||||
Maximum debt redemption amount | $ 2,125,000 | ||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||
HotPlay convertible notes, Description | September 18, 2020, September 30, 2020, on or around November 2, 2020, on November 24, 2020, on around December 28, 2020 and on and around January 6, 2021, HotPlay advanced NextPlay Technologies, Inc $300,000, $700,000, $1,000,000, $400,000, $100,000, $450,000, and $50,000 respectively, under the terms of the HotPlay Exchange Agreement. The advances were evidenced by convertible promissory notes (“HotPlay Convertible Notes”) in the amount of each advance, and an effective date as of the date of each advance. The HotPlay Convertible Notes totaled $3.0 million as of February 28, 2021.On March 16, 2021, March 19, 2021, and April 15, 2021, HotPlay loaned the Company $9 million, $1 million and $2 million, respectively. The loans were made pursuant to the terms of the HotPlay Exchange Agreement and were evidenced by Convertible Promissory Notes dated effective March 16, 2021, March 19, 2021, and April 15, 2021, in the amount of $9,000,000, $1,000,000, and $2,000,000, respectively. With the April 15, 2021 loan, HotPlay had loaned the Company all $15 million of the funds required to be funded pursuant to the terms of the HotPlay Exchange Agreement. | ||||||||||||||||||
Forecast [Member] | |||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||
Note equity payment | $ 225,000 | ||||||||||||||||||
Streeterville Capital LLC [Member] | |||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||
Amount paid off | 3,100,807 | ||||||||||||||||||
Outstanding balance paid | 6,000,000 | ||||||||||||||||||
Principal balance amount | 4,053,737 | ||||||||||||||||||
Accrued interest | $ 516,445 | ||||||||||||||||||
Streeterville Capital LLC [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||
Gross proceeds, Percentage | 20.00% | ||||||||||||||||||
Streeterville Capital LLC [Member] | March 2021 Investor Note [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||
Funds raised offering percentage | 20.00% | ||||||||||||||||||
Required equity payment | $ 1,857,250 | ||||||||||||||||||
Streeterville Capital LLC [Member] | Promissory Note [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||
Note increase percentage upon funding right not exercised | 3.00% | ||||||||||||||||||
Note increase percentage upon failure to comply with right of first refusal | 10.00% | ||||||||||||||||||
Note increase percentage upon each major default | 15.00% | ||||||||||||||||||
Note increase percentage upon each other default | 5.00% | ||||||||||||||||||
Note increase maximum aggregate percentage for defaults | 30.00% | ||||||||||||||||||
Note increase deferred percentage | 50.00% | ||||||||||||||||||
Additional capitalized outstanding balance | $ 506,085 | ||||||||||||||||||
Note increase balance | $ 506,085 | ||||||||||||||||||
Exchanged amount | $ 600,000 | ||||||||||||||||||
Redemption requested amount | $ 1,250,000 | ||||||||||||||||||
Shares issued (in Shares) | 300,000 | ||||||||||||||||||
Exchanged owed amount | $ 400,000 | ||||||||||||||||||
Common stock shares (in Shares) | 200,000 | ||||||||||||||||||
Exchange agreement, Description | the Company entered into an Exchange Agreement with Streeterville, whereby Streeterville exchanged $270,000 owed under a November 2020 promissory note (which amount was partitioned into a separate promissory note) for 135,000 shares of the Company’s common stock.On October 22, 2021, the Company entered into the Note Purchase Agreement (the “October 2021 Note Purchase Agreement”) with Streeterville, pursuant to which the Company sold Streeterville a Secured Promissory Note in the original principal amount of $1,665,000 (the “October 2021 Streeterville Note”). Streeterville paid consideration of $1,500,000, which represents the original principal amount less a $150,000 original issue discount, which was fully earned upon issuance, and a total of $15,000 to cover Streeterville’s professional fees and transaction expenses. The October 2021 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on October 22, 2022). From time to time, beginning six months after issuance, Streeterville may redeem any portion of the October 2021 Streeterville Note, up to a maximum amount of $375,000 per month. In the event the Company fails to pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the October 2021 Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral, the outstanding balance of the October 2021 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the October 2021 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the October 2021 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the October 2021 Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock within ten days of receiving such amount, which payments will be applied towards and will reduce the outstanding balance of the October 2021 Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the October 2021 Streeterville Note (each an “Equity Payment”). Each time that the Company fails to pay an Equity Payment, the outstanding balance of the October 2021 Streeterville Note automatically increases by 10%. Additionally, in the event the Company fails to timely pay any such Equity Payment, Streeterville may seek an injunction which would prevent the Company from issuing common or preferred stock until or unless the Company paid all past-due Equity Payments. The October 2021 Streeterville Note provides that by November 21, 2021 (the “Deadline”), HotPlay must become a co-borrower on (a) the October 2021 Streeterville Note, (b) the November 2020 Streeterville Note, and (c) and the March 2021 Streeterville Note (collectively, the “Streeterville Notes”). If HotPlay has not become a co-borrower on the Streeterville Notes by the Deadline, the outstanding balance on the October 2021 Streeterville Note automatically increases by an amount equal to 25% of the then-current outstanding balance, provided such failure is not deemed an event of default under the October 2021 Streeterville Note. The Company is in discussions with Streeterville on the resolution of these transaction conditions. Pursuant to the October 2021 Streeterville Note, the Company provided Streeterville a right of first refusal to purchase any promissory note, debenture, or other debt instruments which the Company proposes to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that the Company provides Streeterville such right, and Streeterville does not exercise such right to provide such funding, the outstanding balance of the October 2021 Streeterville Note increases by 3%, unless the proceeds from such sale(s) are used to repay the October 2021 Streeterville Note in full. Each time, if ever, that the Company fails to comply with the terms of the right of first refusal, the outstanding balance of the October 2021 Streeterville Note increases by 10%. Additionally, upon each major default described in the October 2021 Streeterville Note (i.e., the failure to pay amounts under the October 2021 Streeterville Note when due or to observe any covenant under the Note Purchase Agreement (other than the requirement to make Equity Payments)), the outstanding balance of the October 2021 Streeterville Note may be increased, at Streeterville’s option, by 15%, and for each other default, the outstanding balance of the October 2021 Streeterville Note may be increased, at Streeterville’s option, by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the October 2021 Streeterville Note immediately prior to the first event of default. The October 2021 Note Purchase Agreement and the October 2021 Streeterville Note contain customary events of default, including if the Company undertakes a fundamental transaction (including consolidations, mergers, and certain changes in control of the Company), without Streeterville’s prior written consent. As described in the October 2021 Streeterville Note, upon the occurrence of certain events of default (mainly our entry into bankruptcy), the outstanding balance of the October 2021 Streeterville Note will become automatically due and payable. Upon the occurrence of other events of default, Streeterville may declare the outstanding balance of the October 2021 Streeterville Note immediately due and payable at such time or at any time thereafter. After the occurrence of an event of default (and upon written notice from Streeterville), interest on the October 2021 Streeterville Note will accrue at a rate of 22% per annum, or if lesser, the maximum rate permitted under applicable law. The Note Purchase Agreement prohibits Streeterville from shorting our stock through the period that Streeterville holds the October 2021 Streeterville Note. On November 3, 2021, the Company closed a registered direct offering of its securities, resulting in gross proceeds to the Company of approximately $30 million. This offering triggered the provisions of the Streeterville Notes requiring the Company to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock within ten days of receiving such amount, which payments must be applied towards and reduce the outstanding balance of each of the outstanding Streeterville Notes, however, the condition to pay 20% of the gross proceeds from the sale of any stock were negotiated with the lender and waived in November 2021. On November 4, 2021, the Company completely paid off the November 2020 Streeterville Note in the amount of $3,100,807 and paid down the outstanding balance of the March 2021 Streeterville Note in the amount of $6,000,000. As of November 30, 2021, the remaining principal balance of Streeterville Notes is $4,053,737 and accrued interest of $516,445. HotPlay Convertible Notes On September 1, 2020, September 18, 2020, September 30, 2020, on or around November 2, 2020, on November 24, 2020, on around December 28, 2020 and on and around January 6, 2021, HotPlay advanced NextPlay Technologies, Inc $300,000, $700,000, $1,000,000, $400,000, $100,000, $450,000, and $50,000 respectively, under the terms of the HotPlay Exchange Agreement. The advances were evidenced by convertible promissory notes (“HotPlay Convertible Notes”) in the amount of each advance, and an effective date as of the date of each advance. The HotPlay Convertible Notes totaled $3.0 million as of February 28, 2021. On March 16, 2021, March 19, 2021, and April 15, 2021, HotPlay loaned the Company $9 million, $1 million and $2 million, respectively. The loans were made pursuant to the terms of the HotPlay Exchange Agreement and were evidenced by Convertible Promissory Notes dated effective March 16, 2021, March 19, 2021, and April 15, 2021, in the amount of $9,000,000, $1,000,000, and $2,000,000, respectively. With the April 15, 2021 loan, HotPlay had loaned the Company all $15 million of the funds required to be funded pursuant to the terms of the HotPlay Exchange Agreement. The advances, and the entry into the HotPlay Convertible Notes, were required conditions to the HotPlay Exchange Agreement. The HotPlay Notes were automatically forgiven by HotPlay as inter-company loans upon the closing of the HotPlay Exchange Agreement, which occurred on June 30, 2021. Hudson Bay’s Warrant Exchange Agreement On September 22, 2021, the Company entered into an Exchange Agreement (the “Hudson Exchange Agreement”) with Hudson Bay Master Fund Ltd. (the “Holder”), a holder of warrants to purchase 322,000 shares of the Company’s common stock with an exercise price $2.00 per share (the “Warrants”) originally purchased from the Company on September 28, 2018. Pursuant to the terms of the Warrants, the Holder had the right, upon closing of our acquisition of HotPlay, effective on June 30, 2021, to elect to require the redemption of the Warrants for a cash payment of the Black Scholes Value of the Warrants (the “Black Scholes Value”), which election was subsequently made by the Holder. Pursuant to the Hudson Exchange Agreement, the Holder agreed to exchange the Warrant (and thereby release the Company from the obligation to pay the Black Scholes Value) for a promissory note in the principal amount of $900,000 (the “Hudson Note”). The Hudson Exchange Agreement included customary representations and warranties of the parties; a restriction prohibiting the Company from undertaking a variable rate transaction for so long as the Hudson Note remains outstanding; and a favored nations provision, relating to subsequent amendments, modifications, waivers or exchanges of any warrant to purchase common stock of the Company, which applies until the first anniversary of the repayment of the Hudson Note. The Company also agreed to pay $15,000 of the legal fees of the Holder pursuant to the Hudson Exchange Agreement. The Hudson Note is payable by the Company, in four equal payments of $225,000 each, with payments due on October 22, 2021, November 22, 2021, December 22, 2021, and on maturity, January 22, 2022. We can prepay any amount due under the Hudson Note without penalties, provided we provide the Holder five days prior written notice. The amount due under the Hudson Note does not accrue interest, unless an event of default occurs thereunder, at which time the amount owed under the Hudson Note will accrue interest at 18% per annum, until paid in full. The Hudson Note contains customary restrictions (including future payments of indebtedness while the Hudson Note is outstanding and in default), covenants and events of default, including if a change of control of the Company occurs, and upon the occurrence of an event of default, the Holder can declare the entire balance of the Hudson Note immediately due and payable, together with a redemption premium of 25% (i.e. | ||||||||||||||||||
Current outstanding, Percentage | 25.00% | ||||||||||||||||||
Accrue interest rate | 22.00% | ||||||||||||||||||
Gross proceeds | $ 30,000,000 | ||||||||||||||||||
Gross proceeds, Percentage | 20.00% | ||||||||||||||||||
Amount received in maturity days | 10 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Nov. 01, 2021 | Nov. 23, 2020 | Jun. 30, 2020 | Nov. 30, 2021 | Feb. 28, 2021 | Jul. 15, 2021 | Jun. 30, 2021 | Apr. 08, 2021 |
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock, par value (in Dollars per share) | $ 0.01 | |||||||
Liquidation preference per share (in Dollars per share) | $ 1 | |||||||
Common stock closing sales price (in Dollars) | $ 2.28 | |||||||
Issued initial payment (in Dollars) | 1,092 | $ 624 | ||||||
Aggregate shares | 18,987,342 | |||||||
Warrants aggregate | 14,240,508 | |||||||
Gross proceeds (in Dollars) | 30,000,000 | |||||||
Excluding proceeds (in Dollars) | $ 3,255,000 | $ 27,850,000 | ||||||
Common stock , description | During the three months ended November 30, 2021, the following shares of common stock were issued: -18,987,342 shares issued for public offering valued at $30,000,000. -5,070,000 shares for investment in subsidiaries valued at $10,140,000 pursuant to the Preferred Exchange Agreement (Note 4 – Acquisitions and Dispositions) which was considered as subsidiary’s ownership interest in Parent (Reciprocal Interest) in accordance with ASC 810, the Company reflected such transaction and have been eliminated in the consolidated financial reporting. -491,062 shares of common stock for employee compensation valued at $1,045,101. -75,000 shares for consulting services rendered valued at $149,251. | |||||||
Common stock shares issued | 109,247,388 | 62,400,000 | 165,000 | |||||
Common stock shares outstanding | 62,400,000 | |||||||
Warrants outstanding | 14,986,679 | 2,982,421 | ||||||
Weighted average exercise price (in Dollars per share) | $ 1.97 | $ 2.06 | $ 2.45 | |||||
Warrants weighted average remaining life | 1 year 2 months 4 days | 1 year 1 month 13 days | ||||||
Warrants to purchase | 14,240,508 | 14,402,408 | ||||||
Warrant beneficial ownership, description | The exercise of the Warrants will be subject to a beneficial ownership limitation, which will prohibit the exercise thereof, if upon such exercise the holder of the Warrants, its affiliates and any other persons or entities acting as a group together with the holder or any of the holder’s affiliates would hold 4.99% (or, upon election of a purchaser prior to the issuance of any shares, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrant held by the applicable holder, provided that the holders may increase or decrease the beneficial ownership limitation (up to a maximum of 9.99%) upon 61 days advance notice to the Company, which 61 day period cannot be waived. | |||||||
Floor price per share (in Dollars per share) | $ 1.97 | |||||||
Liquidated damages (in Dollars) | $ 1,000 | |||||||
Trading days per share (in Dollars per share) | $ 10 | |||||||
Increasing trading days (in Dollars per share) | $ 20 | |||||||
Warrants [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Per share (in Dollars per share) | $ 1.58 | |||||||
Maximum [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock, authorized | 100,000,000 | |||||||
Preferred Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | |||||||
Series A Preferred Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock, authorized | 3,000,000 | 3,000,000 | ||||||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||
Preferred stock, dividend rate, percentage | 10.00% | |||||||
Description of voting right | The holders of record of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock. | |||||||
Dividends in arrears (in Dollars) | $ 0 | $ 1,102,068 | ||||||
Number of preferred shares issued | 0 | 0 | ||||||
Number of preferred shares outstanding | 0 | 0 | ||||||
Number of shares issued per share converted | 0.74177 | |||||||
Series B Preferred Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | ||||||
Number of preferred shares issued | 0 | 10,000,000 | ||||||
Number of preferred shares outstanding | 0 | 10,000,000 | ||||||
Percentage of outstanding common shares | 33.85% | |||||||
Series C Preferred Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock, authorized | 3,828,500 | 3,828,500 | ||||||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | ||||||
Number of preferred shares issued | 0 | 3,828,500 | ||||||
Number of preferred shares outstanding | 0 | 3,828,500 | ||||||
Series D Preferred Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock, authorized | 6,100,000 | 6,100,000 | 6,100,000 | |||||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Number of preferred shares issued | 0 | 0 | ||||||
Number of preferred shares outstanding | 0 | 0 | ||||||
Number of shares issued per share converted | 0.44 | |||||||
Liquidation preference per share (in Dollars per share) | $ 1 | |||||||
Liquidation preference aggregate value (in Dollars) | $ 6,100,000 | |||||||
Common Stock [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Issued initial payment (in Dollars) | $ 500,000 | |||||||
Shares repurchased | 344,400 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of warrants outstanding | 5 Months Ended |
Nov. 30, 2021$ / sharesshares | |
Schedule of warrants outstanding [Abstract] | |
Warrant Outstanding, beginning | shares | 2,982,421 |
Weighted average exercise, outstanding beginning | $ / shares | $ 2.45 |
Warrant Outstanding, ending | shares | 14,986,679 |
Weighted average exercise, outstanding ending | $ / shares | $ 2.06 |
Warrants granted | shares | 14,240,508 |
Warrants granted, Weighted Average Exercise | $ / shares | $ 1.97 |
Warrants exercised/forfeited/expired | shares | (2,236,250) |
Warrants exercised/forfeited/expired, Weighted Average Exercise | $ / shares | $ (2) |
Common stock issuable upon exercise of warrants | shares | 14,986,679 |
Common stock issuable upon exercise of warrants, Weighted Average Exercise | $ / shares | $ 2.06 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Aug. 15, 2019USD ($)$ / shares | Sep. 27, 2021USD ($) | May 19, 2021USD ($)shares | May 18, 2021 | Jul. 31, 2020USD ($) | Jul. 21, 2020USD ($) | Jun. 30, 2020USD ($) | Apr. 29, 2020shares | Mar. 31, 2018USD ($) | Nov. 30, 2021USD ($)ft²shares | Nov. 30, 2020USD ($) | Sep. 01, 2021 | Feb. 28, 2021USD ($) |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Rent | $ 75,845 | $ 69,930 | |||||||||||
Right-to-Use asset | 4,195,864 | ||||||||||||
Operating lease liability amount | 4,220,488 | ||||||||||||
Aggregate amount | $ 4,813,952 | ||||||||||||
Share issued (in Shares) | shares | 90,000 | ||||||||||||
Purchase agreement description | the Company, IDS, TD Asset and Ari Daniels, the principal of IDS, entered into an Amendment to Intellectual Property Purchase Agreement (the “IP Purchase Amendment”). Pursuant to the IP Purchase Agreement, the parties amended the IP Purchase Agreement, with the Company agreeing to make a payment to IDS in the amount of $2,850,000 (the “Payment”), payable by way of an initial payment of $500,000, and twelve monthly payments of approximately $195,833 (collectively, the “Required Payments”), with such monthly payments beginning 30 days after the initial payment, which is due seven days after the date of the IP Purchase Amendment. Such monthly payments may be pre-paid at any time without penalty. At the Company’s option, any portion of the amount due may be paid to IDS by a party separate from the Company (either a related party of the Company or a third-party) (a “Paying Party”), for the benefit of the Company, which shall be treated for all purposes as a payment by the Company. As consideration for such Paying Party making such payment on behalf of the Company, IDS agreed to transfer the Paying Party a number of the IDS Shares equal to the amount of the cash payment(s) made by a Paying Party multiplied by 0.6888 as to the first $500,000 payment, and 0.691 as to the monthly payments (as applicable, the “Applicable Portion” of the IDS Shares). Upon each payment of amounts due to IDS pursuant to the terms of the IP Agreement Amendment as discussed above by the Company (instead of a Paying Party), IDS agreed to transfer the portion of the IDS Shares equal to the Applicable Portion, to the Company | ||||||||||||
Initial payment | $ 500,000 | ||||||||||||
Defendants refuse to pay totaling | $ 7,657,023 | ||||||||||||
TD Assets Holding, LLC [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Share issued (in Shares) | shares | 1,968,000 | ||||||||||||
IDS Inc. [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Paid monthly counsel | $ 24,583.33 | ||||||||||||
Monthly payments shall be withheld | $ 20,000 | ||||||||||||
Twelve monthly payment | 12 months | ||||||||||||
Red Anchor Trading Corp [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Made loans totaling | $ 9,141,372 | $ 9,141,372 | |||||||||||
Ying Pei Digital Technology (Shanghai) Company Ltd [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Owns approximately of outstanding shares | 33.85% | ||||||||||||
Office [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Office address | The Company entered into a new office lease to relocate our executive, administrative, and operating offices located in Sunrise, Florida where we leased approximately 5,279 square feet of office space at 1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323. | ||||||||||||
Approximately square feet (in Square Feet) | ft² | 5,279 | ||||||||||||
IP Purchase Amendment [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Initial payment | $ 500,000 | ||||||||||||
CEO [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Repayment debt | $ 7,657,023 | ||||||||||||
Minimum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Lease term | 5 years | ||||||||||||
Maximum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Lease term | 9 years | ||||||||||||
Restricted Common Stock [Member] | Intellectual Property Purchase Agreement [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Common stock per share (in Dollars per share) | $ / shares | $ 2.5 | ||||||||||||
Aggregate amount | $ 4,920,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Aggregate amount | $ 19 | ||||||||||||
Common stock repurchased shares (in Shares) | shares | 344,400 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of represents obligations and commitments | Nov. 30, 2021USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
FYE 2022 | $ 280,697 |
FYE 2023 | 1,118,589 |
Totals | 1,399,286 |
Office Leases [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
FYE 2022 | 139,024 |
FYE 2023 | 659,695 |
Totals | 798,719 |
Car Leases [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
FYE 2022 | 80,193 |
FYE 2023 | 320,773 |
Totals | 400,966 |
Insurance and Other [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
FYE 2022 | 61,480 |
FYE 2023 | 138,121 |
Totals | $ 199,601 |
Business Segment Reporting (Det
Business Segment Reporting (Details) - Schedule of segments - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 6,846,383 | |||
Cost of Revenue | $ 1,952,932 | 3,227,272 | ||
Gross Profit | 2,246,168 | 3,619,111 | ||
Sales | 4,199,100 | 6,846,383 | ||
NextMedia [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 6,015,365 | |||
Cost of Revenue | 1,675,419 | 2,828,189 | ||
Gross Profit | 2,022,910 | 3,187,176 | ||
Sales | 3,698,329 | |||
NextFinTech [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 713,879 | |||
Cost of Revenue | 208,232 | 295,571 | ||
Gross Profit | 212,290 | 418,308 | ||
Sales | 420,522 | |||
NextTrip [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 117,139 | |||
Cost of Revenue | 69,281 | 103,512 | ||
Gross Profit | 10,968 | $ 13,627 | ||
Sales | $ 80,249 |
Business Segment Reporting (D_2
Business Segment Reporting (Details) - Schedule of geographic information - USD ($) | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | Feb. 28, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | $ 4,199,100 | $ 6,846,383 | |||
Long-lived Assets | 70,629,709 | 70,629,709 | $ 7,785,396 | ||
United States and Puerto Rico [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | 500,771 | 831,018 | |||
Long-lived Assets | 48,088,648 | 48,088,648 | |||
Europe [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | 3,698,329 | 6,015,365 | |||
Long-lived Assets | 13,077,926 | 13,077,926 | |||
Thailand [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | |||||
Long-lived Assets | $ 9,463,135 | $ 9,463,135 | $ 7,785,396 |