Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Feb. 28, 2019 | Jun. 06, 2019 | Aug. 31, 2018 | |
Lease Agreement Term | |||
Entity Registrant Name | Monaker Group, Inc. | ||
Entity Central Index Key | 0001372183 | ||
Document Type | 10-K | ||
Entity File Number | 000-52669 | ||
Document Period End Date | Feb. 28, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --02-28 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity a Small Business | true | ||
Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9,331,978 | ||
Entity share price | $ 2.097 | ||
Entity Common Stock, Shares Outstanding | 10,713,806 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Feb. 28, 2019 | Feb. 28, 2018 |
Current Assets | ||
Cash | $ 32,979 | $ 1,604,414 |
Prepaid expenses and other current assets | 25,873 | 37,857 |
Security deposits | 38,529 | 15,000 |
Total current assets | 97,381 | 1,657,271 |
Investment in unconsolidated affiliate | 8,096,239 | |
Website Development costs and intangible assets, net | 1,941,816 | 1,274,453 |
Due from Distributor | 12,410 | |
Note receivable, net | 2,900,000 | |
Total assets | 10,147,846 | 5,831,724 |
Current Liabilities | ||
Line of Credit | 1,193,000 | 1,193,000 |
Accounts payable and accrued expenses | 692,383 | 428,120 |
Notes payable, related party | 350,000 | |
Other current liabilities | 44,816 | 106,204 |
Total current liabilities | 2,280,199 | 1,727,324 |
Deferred gain | 2,900,000 | |
Total liabilities | 2,280,199 | 4,627,324 |
Commitments and contingencies | ||
Stockholders' equity | ||
Series A Preferred stock, $.01 par value; 3,000,000 authorized; 0 and 0 shares issued and outstanding at February 28, 2019 and February 28, 2018, respectively | 0 | 0 |
Common stock, $.00001 par value; 500,000,000 shares authorized; 9,590,956 and 8,001,266 shares issued and outstanding at February 28, 2019 and February 28, 2018, respectively | 96 | 80 |
Additional paid-in-capital | 114,265,762 | 111,901,094 |
Accumulated deficit | (106,398,211) | (110,696,774) |
Total stockholders' equity | 7,867,647 | 1,204,400 |
Total liabilities and stockholders' equity | $ 10,147,846 | $ 5,831,724 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Feb. 28, 2019 | Feb. 28, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 3,000,000 | 3,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 9,590,956 | 8,001,266 |
Common stock, outstanding | 9,590,956 | 8,001,266 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Revenues | ||
Total revenues | $ 505,187 | $ 430,797 |
Cost of revenues | (400,814) | (328,335) |
Gross profit | 104,373 | 102,462 |
Operating expenses | ||
General and administrative | 1,907,044 | 2,614,049 |
Salaries and benefits | 1,404,422 | 1,589,060 |
Stock-based compensation | 1,071,553 | 506,339 |
Technology and development | 859,659 | 947,243 |
Other expense | 89,475 | 84,424 |
Impairment loss | 2,085,000 | |
Total operating expenses | 5,332,153 | 7,826,115 |
Operating loss | (5,227,780) | (7,723,653) |
Other income (expense) | ||
Gain on sales of assets | 5,250,000 | |
Valuation gain, net | 4,528,597 | |
Interest expense | (163,195) | (198,038) |
Loss on legal settlement | (46,200) | (142,800) |
Realized loss on sale of marketable securities | (42,858) | |
Registration rights penalties | (1,972,800) | |
Other income | 149 | |
Total other income (expense) | 9,526,343 | (2,313,489) |
Net income (loss) | $ 4,298,563 | $ (10,037,142) |
Weighted average number of common shares outstanding | ||
Basic (in shares) | 8,629,224 | 6,216,988 |
Diluted (in shares) | 8,629,224 | 6,216,988 |
Basic net loss per share (in dollar per shares) | $ .50 | $ (1.61) |
Diluted net loss per share (in dollar per shares) | $ 0.50 | $ (1.61) |
Travel Sales Revenue [Member] | ||
Revenues | ||
Total revenues | $ 492,208 | $ 423,468 |
Commission Revenue [Member] | ||
Revenues | ||
Total revenues | $ 12,979 | $ 7,329 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Cash flows from operating activities: | ||
Net income (loss) applicable to Monaker Group, Inc. | $ 4,298,563 | $ (10,037,142) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Amortization of intangibles and depreciation | 293,804 | 211,158 |
Impairment | 2,085,000 | |
Stock based compensation and consulting fees | 1,174,659 | 1,127,343 |
Penalty warrants | 1,972,800 | |
Loss on sale of marketable securities | 42,858 | |
Bad debt expense | 190,000 | 750,000 |
Loss on Settlement | 46,200 | 42,800 |
Valuation gain, net | (4,528,597) | |
Gain on sale of assets | (5,250,000) | |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses and other current assets | (426) | 5,037 |
Decrease in security deposits | (23,529) | |
Increase in accounts payable and accrued expenses | 309,079 | 165,592 |
Decrease in other current liabilities | (106,204) | (47,444) |
Net cash used in operating activities | (3,553,593) | (3,724,856) |
Cash flows from investing activities: | ||
Payment related to website development costs | (961,167) | (508,566) |
Proceeds from sale of marketable securities - related party | 600,000 | |
Proceeds from note receivable - related party | 40,000 | |
Payment for note receivable - related party | (230,000) | |
Net cash used in investing activities | (551,167) | (508,566) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants | 1,797,450 | 2,868,353 |
Proceeds from exercise of common stock warrants | 385,875 | 1,962,418 |
Proceeds from shareholder loans | 977,500 | |
Payments on shareholder loans | (627,500) | |
Net cash provided by financing activities | 2,533,325 | 4,830,771 |
Net increase in cash | (1,571,435) | 597,349 |
Cash at beginning of period | 1,604,414 | 1,007,065 |
Cash at end of period | 32,979 | 1,604,414 |
Supplemental disclosure: | ||
Cash paid for interest | 78,110 | 198,038 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Conversion of notes receivable to investment | 5,250,000 | |
Issuance of note receivable | $ 1,600,000 | |
Deferred gain and note receivable | 2,900,000 | |
Common stock issued for investments | 2,289,976 | |
Note payable and accrued interest converted to common stock | 1,409,326 | |
Shares/warrants issued for conversion of Preferred Series A to common stock | $ 18,696 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred A Stock | Common Stock [Member] | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at beginning at Feb. 28, 2017 | $ 18,696 | $ 45 | $ 100,209,452 | $ (100,659,632) | $ (431,439) |
Balance at beginning (in shares) at Feb. 28, 2017 | 1,869,611 | 4,454,306 | |||
Common stock issued for cash | $ 7 | 2,868,346 | 2,868,353 | ||
Common stock issued for cash (in shares) | 700,678 | ||||
Warrants Exercised | $ 6 | 1,962,412 | 1,962,418 | ||
Warrants Exercised (in shares) | 625,278 | ||||
Stock issued for stock compensation | $ 1 | 805,875 | 805,876 | ||
Stock issued for stock compensation (in shares) | 130,920 | ||||
Shares issued for Employee Bonus | $ 1 | 267,999 | 268,000 | ||
Shares issued for Employee Bonus (in shares) | 40,000 | ||||
Shares Retired due to Termination of Contract | $ (1) | (450,942) | (450,943) | ||
Shares Retired due to Termination of Contract (in shares) | (67,054) | ||||
Shares issued for Promissory Note Conversion | $ 3 | 1,409,323 | 1,409,326 | ||
Shares issued for Promissory Note Conversion (in shares) | 281,866 | ||||
Warrants issued for stock compensation | 504,377 | 504,377 | |||
Warrants issued for penalties | 1,972,800 | 1,972,800 | |||
Preferred A Conversion to Common | $ (18,696) | $ 15 | 18,681 | ||
Preferred A Conversion to Common (in shares) | (1,869,611) | 1,495,689 | |||
Shares issued for Settlement RBIZ | 42,800 | 42,800 | |||
Shares issued for Settlement RBIZ (in shares) | 8,000 | ||||
Shares issued for Intangible Assets | $ 5 | 3,455,800 | 3,455,805 | ||
Shares issued for Intangible Assets (in shares) | 542,215 | ||||
Shares Retired due to Breach of Contract | $ (2) | (1,165,829) | (1,165,831) | ||
Shares Retired due to Breach of Contract (in shares) | (210,632) | ||||
Net Loss | (10,037,142) | (10,037,142) | |||
Balances at ending at Feb. 28, 2018 | $ 80 | 111,901,094 | (110,696,774) | 1,204,400 | |
Balances at ending (in shares) at Feb. 28, 2018 | 8,001,266 | ||||
Common stock issued for cash | $ 9 | 1,797,450 | 1,797,459 | ||
Common stock issued for cash (in shares) | 905,000 | ||||
Warrants Exercised | $ 1 | 385,875 | 385,876 | ||
Warrants Exercised (in shares) | 147,000 | ||||
Stock issued for stock compensation | $ 5 | 649,205 | 649,210 | ||
Stock issued for stock compensation (in shares) | 503,300 | ||||
Warrants issued for stock compensation | 210,439 | 210,439 | |||
Shares issued for Investor Relations | $ 2 | 314,998 | 315,000 | ||
Shares issued for Investor Relations (in shares) | 150,000 | ||||
Shares issued for Settlement | $ 0 | 46,200 | 46,200 | ||
Shares issued for Settlement (in shares) | 20,000 | ||||
Shares Retired due to Breach of Contract | $ (1) | (1,039,499) | (1,039,500) | ||
Shares Retired due to Breach of Contract (in shares) | (140,000) | ||||
Anti-Dilution Shares Issued | 4,390 | ||||
Net Loss | 4,298,563 | 4,298,563 | |||
Balances at ending at Feb. 28, 2019 | $ 96 | $ 114,265,762 | $ (106,398,211) | $ 7,867,647 | |
Balances at ending (in shares) at Feb. 28, 2019 | 9,590,956 |
Description of Business
Description of Business | 12 Months Ended |
Feb. 28, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1 – Description of Business Nature of Operations and Business Organization Monaker Group, Inc. and its subsidiaries (“ Monaker we our us Company The Company serves three major constituents: (1) property managers, (2) travelers and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 28, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of Monaker Group, Inc. and all of its wholly and majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States. All significant intercompany transactions and balances have been eliminated in consolidation. Business Segment The Company has one operating segment consisting of various products and services related to its online marketplace of travel and accommodation rental listings. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date 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 certain revenues, the allowance for doubtful accounts, 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 at February 28, 2019 and February 28, 2018. Website Development Costs The Company accounts for website development costs in accordance with ASC 350-50 “ Website Development Costs 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 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 $293,804 and $211,158 during the years ended February 28, 2019 and February 28, 2018, respectively. Also, $1,485,000 of website development costs and $600,000 of rights to purchase land were impaired as of February 28, 2018. The impairment of the website development costs were reversed when the shares of the Company common stock issued to XPO were cancelled and the impairment of the rights to own was reversed when the Bettwork promissory note was converted to shares of Bettwork common stock (see Note 5 below). Convertible Debt Instruments The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the Financial Accounting Standards Board (FASB) Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. Derivative Instruments The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with ASC topic 815, Accounting for Derivative Instruments and Hedging Activities (“ ASC 815 The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, the Company generally uses the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to determine the fair value of these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of this accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial period result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial period result in the application of non-cash derivative income. Based upon ASC 815-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible debentures. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the FASB determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for several outstanding warrants that contain down round features as derivative instruments. Reclassification For comparability, certain prior year amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2019. The reclassifications have no impact on net loss. 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 is 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. On February 12, 2018, we effected a 1:2.5 reverse stock-split of all of our outstanding shares of common stock, which has been retroactively reflected herein. Revenue Recognition 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. We also generate revenue from commissions on bookings and sales of ancillary products and services. Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized 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 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. Advertising Expense Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying consolidated financial statements. Advertising expense for the years ended February 28, 2019 and February 28, 2018, was $89,475 and $84,424, respectively. Share 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 shall be measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of this Topic 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. Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “ Accounting for Income Taxes, The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of February 28, 2019, the Company’s income tax returns for tax years ending February 28, 2018, 2017, February 29, 2016 and February 28, 2015, 2014, 2013, and February 29, 2012 remain potentially subject to audit by the taxing authorities. Monaker Group, Inc. follows the guidance of ASC 740, “ Income Taxes. Our effective tax rate was 25.5% for the years ended February 28, 2018 and February 28, 2019. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act significantly changed the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. As a result of enactment of the legislation, we have not incurred additional income tax expense during the February 28, 2018 and February 28, 2019 fiscal year-ends. The Company does not have foreign earnings therefore; the Company does not have exposure to tax on accumulated foreign earnings or an exposure from the repeal of foreign tax credits. 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 provides 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: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Financial instruments consist principally of cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities and 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. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments (see Note 13– Fair Value Measurements). Going Concern As of February 28, 2019, and February 28, 2018, the Company had an accumulated deficit of $106,398,211 and $110,696,774, respectively. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. We have very limited financial resources. We currently have a monthly cash requirement of approximately $320,000, exclusive of capital expenditures. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support current operations. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel 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, will negatively impact our business, financial condition and liquidity. As of February 28, 2019, we had approximately $2,280,199 of current liabilities. We currently do not have the 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. Management’s plans with regard to this going concern are as follows: the Company will continue to raise funds with third parties by way of a public or private offerings, and management and members of the Board are working aggressively to increase the viewership of our products by promoting it across other mediums which we anticipate will result in higher revenues. 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. Recent Accounting Policies Adopted In May 2014, the Financial Accounting Standards Board (“ FASB ASU Revenue from Contracts with Customers. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-9 by one year. As a result, the amendments in ASU 2014-9 are effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Additional ASUs have been issued that are part of the overall new revenue guidance, including: ASU No. 2016-8, “ Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Identifying Performance Obligations and Licensing, Narrow Scope Improvements and Practical Expedients. The new revenue recognition standard prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. The new model requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time for each of these obligations. We adopted the requirements of the new standard effective March 1, 2018 and used the modified retrospective adoption approach. The impact to our results is not material because the analysis of our contracts under the new revenue recognition standard supports the recognition of revenue at a point in time since control over the asset passes to our customer and there are no more outstanding performance obligations to be satisfied for our travel or tour products or services we distribute to our customers, which is consistent with our current revenue recognition model. In addition, the number of performance obligations under the new standard is not materially different from our contract segments under the existing standard. Lastly, the accounting for the estimate of variable consideration is not materially different compared to our current practice. Recent Accounting Pronouncements Not Yet Adopted Leases. Hedge Accounting. Measurement of Credit Losses on Financial Instruments. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Feb. 28, 2019 | |
Receivables [Abstract] | |
Notes Receivable | Note 3 – Notes Receivable Current $230,000 Promissory Note from Bettwork Industries Inc. On October 10, 2018, we entered into a Promissory Note with Bettwork Industries Inc. (“ Bettwork Bettwork Note Default Rate Conversion of $750,000 Promissory Note Into 1,000,000 Common Stock Shares of Bettwork Industries Inc. On May 16, 2016, the Company entered into a Membership Interest Purchase Agreement with Crystal Falls Investments, LLC (“ Crystal Falls Name Your Fee Note On August 31, 2017, we entered into an Assignment and Novation Agreement (the “ Assignment BETW Non-current Conversion of $1,600,000 Promissory Note Into 2,133,333 Common Stock Shares of Bettwork Industries Inc On November 21, 2017, we entered into a Purchase Agreement and an addendum thereto (the “ Purchase Addendum A-Tech Parula Property Construction Obligation On May 31, 2018, Monaker and Bettwork entered into an agreement whereby Bettwork acquired the ‘right to own’ the Property from the Company in consideration for a Secured Convertible Promissory Note in the amount of $1.6 million (the “ Secured Note Transaction BETW Conversion of $2,900,000 Promissory Note Into 3,866,667 Common Stock Shares of Bettwork Industries Inc Effective on August 31, 2017, we entered into a Purchase Agreement (the “ Purchase Agreement (a) Our 71.5% membership interest in Voyages North America, LLC, a Delaware limited liability company (“ Voyages (b) Our 10% ownership in Launch360 Media, Inc., a Nevada corporation (“ Launch360 (c) Rights to broadcast television commercials for 60 minutes every day on R&R TV network stations which rights remain in place until the earlier of (i) the date the shares of Launch360 are no longer held by Bettwork; and (ii) the date that Launch360 no longer has rights to broadcast television commercials on R&R TV network stations, for whatever reason; and (d) Our Technology Platform for Home & Away Club and supporting I.C.E. partnership (collectively (a) through (d), the “ Assets Bettwork agreed to pay $2.9 million for the assets, payable in the form of a Secured Convertible Promissory Note (the “ $2.9 Million Secured Note Bettwork may prepay the $2.9 Million Secured Note at any time, subject to its obligation to provide us 15 days prior written notice prior to any prepayment. The $2.9 Million Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 4.99% beneficial ownership limitation (which may be waived by us with at least 61 days prior written notice). The conversion price of the $2.9 Million Secured Note is $1.00 per share (the “ Conversion Price Transaction BETW |
Investment in Equity Instrument
Investment in Equity Instruments | 12 Months Ended |
Feb. 28, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Equity Instruments | Note 4 – Investment in Equity Instruments 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. Verus International, Inc. and NestBuilder.com Corp. We have recognized an impairment loss on investment in unconsolidated affiliate. As of February 28, 2019 and February 28, 2018, Monaker owned 44,470,101 shares of Verus International, Inc. (formerly known as RealBiz Media Group, Inc. (“ Verus On December 22, 2017, we entered into a Settlement Agreement with Verus, NestBuilder.com Corp. (“ Nestbuilder AST Lawsuits As of its most recent periodic report filing, its Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2019, as of January 31, 2019, Verus has 1,500,000,000 shares of common stock outstanding, 44,570,101 shares of Series A preferred stock outstanding and 160,000 shares of Series C preferred stock outstanding. The Company’s 44,470,101 shares of Series A preferred stock represent an approximately 2.88% interest in Verus (provided that Verus had no authorized but unissued shares of common stock available for future issuance as of February 29, 2019). 6,142,856 shares of Bettwork Industries Inc. Common Stock (OTCQB: BETW) On July 2, 2018, three Secured Convertible Promissory Notes aggregating $5,250,000 (as described in Note 3 – Note Receivable), evidencing amounts we were owed by Bettwork, were exchanged for 7,000,000 shares of Bettwork’s common stock at $0.75 per share for a fair value of $5,250,000 as of July 2, 2018. Bettwork’s common stock has a readily determinable fair value as it is quoted on the OTC Pink market under the symbol “ BETW On November 29, 2018 and December 6, 2018, the Company entered into Stock Purchase Agreements with each of (a) the Donald P. Monaco Insurance Trust, of which Donald Monaco is the trustee and the Chairman of the Board of Directors of the Company; and (b) Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company, respectively (collectively, the “ Purchasers Stock Purchase Agreements As of August 31, 2018, the Company had valued the above-noted shares of Bettwork’s common stock at the stock’s trading price which was $0.70 per share. The carrying value of the Bettwork shares have been marked to market at the end of each reporting period through February 28, 2019. On February 28, 2019, the shares of Bettwork’s common stock were trading at $1.24 per share which increased the fair value of the 6,142,856 shares of Bettwork common stock to $7,617,414 and caused an accumulated fair value gain of $2,988,572 ($2,945,714 offset by the $21,429 loss allocated to Monaco Trust and offset by the $21,429 loss allocated to Charcoal) to be realized. The change in fair value of $2,988,572 is recognized in net income as other income, valuation gain, net, on the balance sheet, as a valuation gain as of February 28, 2019. As of February 28, 2019, Bettwork shares closed at $1.24 per share and the Company has a contingency for a share price greater than $0.70 per share, of an aggregate of $1,080,000, which represents a contingency to Monaco Trust of $540,000 and Charcoal of $540,000. Bettwork has 37,682,256 shares of common stock issued and outstanding of February 28, 2019 pursuant to the quarterly report filed by Bettwork on OTC Markets. The Company’s ownership of 6,142,856 shares of common stock represents a 16.3% interest in Bettwork as of February 28, 2019. Recruiter.com Group, Inc. formerly Truli Technologies Inc (OTCQB: RCRT). On August 31, 2016, Monaker 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 Recruiter.com Recruiter.com Recruiter.com |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Feb. 28, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 5 – Acquisitions and Dispositions On August 31, 2017, we entered into an Assignment and Novation Agreement (the “ Assignment On August 31, 2017, we entered into a Purchase Agreement with Bettwork whereby we sold Bettwork Assets in consideration for a $2.9 Million Secured Note. See Note 3 – Notes Receivable – Conversion of $2,900,000 Promissory Note Into 3,866,667 Common Stock Shares of Bettwork Industries Inc. Exponential, Inc (XPO) On October 23, 2017, we entered into a Platform Purchase Agreement with Exponential, Inc. (“ XPO The investment in the XPO platform included a platform and API to be delivered to Monaker by November 17, 2017. The 200,000 share purchase price included 140,000 shares for granting Monaker exclusivity for all travel sales on the platforms of all of XPO’s clients. Monaker was granted a 180 day review period for performance of the platform (through May 16, 2018) and if Monaker concluded, at its sole discretion, that the platform did not perform as expected, Monaker could serve notice to cancel travel exclusivity and only maintain exclusivity in the Alternative Lodging Rental (ALR) category by reducing the number of shares due under the Platform Purchase Agreement to 60,000 shares (i.e., cancelling 140,000 of the Shares). The platform, as contracted with XPO, was delivered and it was continuously upgraded by XPO through May 16, 2018. However, the platform did not perform as represented by XPO and Monaker notified XPO of its intent to cancel the travel exclusivity shares (i.e., 140,000 shares) and cancelled those shares on June 29, 2018. The Company maintained exclusivity with XPO and its clients in the ALR category as agreed in the Platform Purchase Agreement in consideration for 60,000 shares, which were not cancelled. Although the 140,000 shares had not been cancelled as of February 28, 2018, due to agreement to cancel the travel exclusivity shares and the failure to connect Monaker’s ALR products to XPO, Monaker reserved 100% of the investment (i.e., 200,000 shares valued at $1,485,000) retroactively to February 28, 2018, and recognized an impairment loss as of February 28, 2018 and reduced the value of the asset to $0 as of February 28, 2019 and February 28, 2018. On June 28, 2018, XPO’s travel exclusivity shares were cancelled and $1,039,500 of equity was recovered from the cancelling of the 140,000 shares. Since the impairment cannot be restored and the asset has already been reduced to $0, a valuation gain of $1,039,500 is realized for the value recovered in net income as other income, valuation gain, net. Platform purchase On November 14, 2017, we entered into a Purchase Agreement with Michael Heinze, Michael Kistner and Rebecca Dernbach, whereby we purchased source code in connection with an alternative lodging platform for $75,000 in cash and 34,783 shares of restricted common stock with a market value of $5.75 per share and an aggregate value of $200,000 for a total acquisition of $275,000. A-Tech LLC and Bettwork Industries Inc. – Purchase of Right to Own and Conversion of Promissory Notes to Shares of Bettwork On November 21, 2017, Monaker entered into a Purchase Agreement and an addendum thereto (the “ Purchase Addendum A-Tech Parula Property Construction Obligation On May 31, 2018 effective February 28, 2018, Monaker and A-Tech entered into a First Amendment to the Purchase Agreement, to amend the terms of the Purchase Agreement to (a) provide for the acquisition by Monaker of a ‘right to own’ the Property instead of the ownership of the Property itself, as the title to the Property had not been legally transferred as of such date, which ‘right to own’ had an exercise price of $0 and was transferrable and exercisable by the Company at any time, (b) terminate the Construction Obligation, and (c) to correct certain inaccuracies in the original agreement. The First Amendment also required A-Tech to return 210,632 shares of common stock to Monaker for cancellation and were cancelled for non-performance. The First Amendment to the Purchase Agreement had an effective date of November 21, 2017. Immediately thereafter, on May 31, 2018, Monaker and Bettwork entered into an agreement whereby Bettwork acquired the ‘right to own’ the Property from the Company in consideration for a Secured Convertible Promissory Note in the amount of $1.6 million (the “ Secured Note Transaction BETW Sale of Bettwork Shares to Directors On November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to the Monaco Trust, of which Donald P. Monaco is the trustee and Chairman of the Board of Directors of the Company at $0.70 per share for a total of $300,000. On December 6, 2018, 2018, effective November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company (“ Charcoal |
Website Development Costs and I
Website Development Costs and Intangible Assets | 12 Months Ended |
Feb. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Website Development Costs and Intangible Assets | Note 6 – Website Development Costs and Intangible Assets The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of February 28, 2019 and February 28, 2018: February 28, 2019 Useful Life Cost Accumulated Amortization Net Carrying Value Website platform 1.0 years $ 400,000 $ 400,000 $ — Contracts, domains, customer lists 2.0 years 1,199,447 1,199,447 — Website platform 3.0 years 37,657 37,657 — Website development costs (not placed in service) 3.0 years 2,443,038 507,322 1,935,716 Web platform 4.0 years 598,099 598,099 — Trademark Indefinite 6,100 — 6,100 $ 4,684,340 $ 2,742,525 $ 1,941,816 During the year ended February 28, 2019, the Company incurred $670 in fees to register its trademark and $960,497 of additional development costs. The rights to purchase land in Belize of $600,000 were sold for a promissory note which was converted into shares of Bettwork’s common stock, and the XPO platform exclusivity was cancelled with the clawback of the previously issued shares of the Company’s stock of $1,485,000 as of February 28, 2019. February 28, 2018 Useful Life Cost Accumulated Amortization Net Carrying Value Website platform 1.0 years $ 400,000 $ 400,000 $ — Contracts, domains, customer lists 2.0 years 1,199,447 1,199,447 — Website platform 3.0 years 37,657 37,657 — Website development costs (not placed in service) 3.0 years 1,482,541 213,518 1,269,023 Web platform 4.0 years 598,099 598,099 — Right to purchase land parcels Indefinite — — — Trademark Indefinite 5,430 — 5,430 $ 3,723,174 $ 2,448,721 $ 1,274,453 During the year ended February 28, 2018, the Company incurred $1,480 in fees to register its trademark, $600,000 to acquire rights to purchase land in Belize, and $2,103,703 of additional website development costs which website had not been placed in service as of February 28, 2018, which costs were capitalized. Also, the Company sold a website portal (see Note 5 – Acquisitions and Dispositions and Note 9 – Deferred Gain) with a cost of $181,730 and accumulated amortization of $181,730. This capitalization of these costs fall within the scope of ASC 350-50-25-15 wherein costs of upgrades and enhancements should be capitalized as they will result in added functionality of the website. Intangible assets are amortized on a straight-line basis over their expected useful lives, estimated to be 4 years, except for the website(s), which is 3 years. Amortization expense related to website development costs and intangible assets was $293,804 and $211,155 (which included the write-off non-performing platforms, contracts, and domains in the amount of $2,085,000) for the years ended February 28, 2019 and February 28, 2018, respectively. Also, $1,485,000 of website development costs and $600,000 of rights to purchase land were impaired as of February 28, 2018. The impairment of the website development costs were reversed when the shares of the Company common stock issued to XPO were cancelled and the impairment of the rights to own was reversed when the Bettwork promissory note was converted to shares of Bettwork common stock. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Feb. 28, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | Note 7 – Convertible Promissory Notes The Company previously had convertible promissory notes totaling $1,409,326 (described below), with an interest rate of 6% per annum, maturing December 17, 2017 and with a fixed conversion rate of $5.00 per share. No amount of the convertible note was outstanding as of February 28, 2019 and February 28, 2018. During the years ended February 28, 2019 and February 28, 2018, the Company recognized interest expense of $0 and $135,000, respectively. On August 24, 2017, and effective on August 22, 2017, we entered into a Debt Conversion and Voting Agreement with Mark A. Wilton, a significant stockholder of the Company (the “ Debt Conversion Agreement Wilton Notes In August 2017, the Company issued 281,866 shares of common stock upon conversion of $1,409,326 of principal held by Mr. Mark Wilton, a significant stockholder of the Company. |
Line of Credit
Line of Credit | 12 Months Ended |
Feb. 28, 2019 | |
Line Of Credit | |
Line of Credit | Note 8 – Line of Credit On June 15, 2016, we entered into a revolving line of credit agreement with Republic Bank, Inc. of Duluth, Minnesota (“ Republic Interest expense charged to operations relating to this line of credit was $72,939 and $62,790, respectively for the years ended February 28, 2019 and February 28, 2018. The Company has accrued interest as of February 28, 2019 and February 28, 2018 of $-0- and $-0-, respectively. |
Deferred Gain
Deferred Gain | 12 Months Ended |
Feb. 28, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred Gain | Note 9 – Deferred Gain On August 31, 2017, we sold non-core assets for $2,900,000 (with a net book value of $0) which included our 71.5% membership interest in Voyages North America, LLC, our 10% ownership in Launch360 Media, Inc., rights to broadcast television commercials for 60 minutes every day on R&R TV network stations and our technology platform for Home & Away Club in exchange for a $2.9 Million Secured Note from Bettwork (as described in Note 3 – Note Receivable and Note 5 – Acquisitions and Dispositions). The gain on the sale of the non-core assets (described above) is a deferred gain until it is probable that the note receivable will be collected. The $2.9 Million Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 4.99% beneficial ownership limitation (which may be waived by us with at least 61 days prior written notice). The conversion price of the $2.9 Million Secured Note is $1.00 per share (the “ Conversion Price Transaction BETW |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Feb. 28, 2019 | |
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 On August 26, 2016, we converted all of our then outstanding Series B (110,200 shares), Series C (13,100 shares) and Series D (110,156 shares) Preferred Stock, into an aggregate of 444,712 shares of our common stock, pursuant to certain special conversion terms offered in connection therewith and the mandatory conversion terms thereof. On September 22, 2017, we filed a Certificate of Withdrawal of Certificate of Designations relating to our Series B, Series C and Series D Preferred Stock and terminated the designation of our Series B, Series C and Series D Preferred Stock. The designations previously included (a) 3,000,000 shares of preferred stock designated as Non-Voting Series B 10% Cumulative Convertible Preferred Stock; (b) 3,000,000 shares of preferred stock designated as Non-Voting Series C 10% Cumulative Convertible Preferred Stock; and (c) 3,000,000 shares of preferred stock designated as Non-Voting Series D 10% Cumulative Convertible Preferred Stock. The Certificate of Withdrawal of Certificate of Designations did not affect the Company’s previously designated shares of Series A 10% Cumulative Convertible Preferred Stock. All Series A, B, C and D Preferred Stock shares have been retired. There are no outstanding Series A, B, C, and D Preferred Stock shares. 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 Per the terms of the Amended and Restated Certificate of Designations relating to the Series A Preferred Stock, subject to the availability of authorized and unissued shares of Series A Preferred Stock, the holders of Series A Preferred Stock may, by written notice to the Company: ● elect to convert all or any part of such holder’s shares of Series A Preferred Stock into common stock at a conversion rate of the lower of: a) $62.50 per share; or b) at the lowest price the Company has issued stock as part of a financing; or ● convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Company, secured by a security interest in all of the assets of the Company and its subsidiaries, at a rate of $62.50 of debt for each share of Series A Preferred Stock. On July 9, 2013, the Company amended the Certificate of Designations for the Company’s Series A Preferred Stock to allow for conversion into Series C Preferred stock to grant to a holder of the Series A Preferred Stock the option to: ● elect to convert all or any part of such holder’s shares of Series A Preferred Stock into shares of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (“ Series C Preferred Stock On February 28, 2014, the Company’s Series A Preferred Stock shareholders agreed to authorize a change to the Certificate of Designations of the Series A Preferred Stock in Nevada to lock the conversion price to the lower of (a) a fixed price of $1.25 per share; and (b) the lowest price the Company has issued stock as part of a financing after January 1, 2006. On July 31, 2017, the Company entered into a Common Stock and Warrant Purchase Agreement, with certain accredited investors. A required term of the Common Stock and Warrant Purchase Agreement was that William Kerby, our Chief Executive Officer and Chairman and Donald P. Monaco, our Director, on behalf of themselves and the entities which they control, convert the 1,869,611 shares of Series A 10% Cumulative Convertible Preferred Stock beneficially owned by them (representing all of our then outstanding shares of Series A Preferred Stock) into 1,495,689 shares of common stock of the Company, which conversions were effective July 28, 2017. Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 and $1,102,066 as of February 28, 2019 and February 28, 2018, respectively. These dividends will only be payable when and if declared by the Board. In the event of any liquidation, dissolution or winding up of this Company, either voluntary or involuntary (any of the foregoing, a “ liquidation The Company had 0 shares of Series A Preferred Stock issued and outstanding as of February 28, 2019 and February 28, 2018. Share Repurchase Transactions During the years ended February 28, 2019 and February 28, 2018, there were no repurchases of the Company’s common stock by Monaker. Common Stock On February 6, 2018, the Board of Directors of the Company, approved a 1-for-2.5 reverse stock split of the Company’s outstanding common stock (the “ Reverse Split Stockholder Authority During the twelve months ended February 28, 2019, the Company: ● Issued 905,000 shares of common stock value at $1,900,500 in connection with a Securities Purchase Agreement. Additionally, the Company issued 724,000 warrants to purchase 724,000 shares of common stock. The warrants had an exercise price of $2.85 per share (subject to certain anti-dilution rights, which effective in April 2019, in connection with our April 2019 underwritten offering, were automatically repriced to have an exercise price of $2.00 per share) and will expire five years from date of issuance. ● Issued 4,390 shares of common stock valued at $21,248 in connection with the anti-dilution provisions of the July 31, 2017, Common Stock and Warrant Purchase Agreement, pursuant to which the Company sold certain accredited investors an aggregate of 613,000 shares of our common stock and 613,000 warrants to purchase one share of common stock for $5.00 per unit. ● Sold 147,000 shares of restricted common stock for $385,875 in proceeds in connection with the exercise of warrants. ● Issued 503,300 shares of common stock valued at $649,211 for consulting services. ● Issued 20,000 shares of common stock valued at $46,200 via a settlement agreement. ● Canceled and retired 140,000 shares of common stock valued at $1,039,500 due to non-performance pursuant to the terms of a Platform Purchase Agreement. ● Issued 150,000 shares of common stock valued at $315,000 for investor relation services. ● Issued 15,000 shares of common stock valued at $21,300 to employee for services rendered. ● Issued 25,000 shares of common stock valued at $38,500 to William Kerby, CEO and Vice Chairman of the Board of Directors pursuant to the terms of his employment contract. ● Issued 270,000 shares of common stock valued at $353,700 to non-executive Board members for prior services provided to the Company. During the year ended February 28, 2018, the Company: ● Sold 700,768 shares of restricted common stock for $3,065,000 in gross proceeds in private transactions ($2,868,353 net of costs). ● Cancelled 277,686 shares of restricted common stock at a value of $1,616,771 due to termination of agreements. ● Issued 130,920 shares of restricted common stock valued at $805,876 for stock compensation. ● Issued 281,866 shares of restricted common stock valued at $1,409,326 for conversion of notes payable and accrued interest thereon. ● Issued 8,000 shares of restricted common stock for settlement agreement of $42,800. ● Sold 625,278 shares of restricted common stock for $1,962,418 in proceeds via a warrant exercise agreement. ● Issued 40,000 shares of restricted common stock to Omar Jimenez, an executive of the Company, valued at $268,000 as part of a bonus agreement. ● Issued 1,495,689 shares of common stock on July 28, 2017 in connection with the conversion of 1,869,611 shares of Series A Preferred Stock into common stock. ● Issued 235,583 shares of restricted common stock valued at $1,690,001 in connection with asset purchase agreements. ● Issued 306,632 shares of restricted common stock via a land purchase agreement valued at $1,765,804. The Company had 9,590,956 and 8,001,266 shares of common stock issued and outstanding as of February 28, 2019 and February 28, 2018, respectively. Common Stock Warrants On July 31, 2017, the Company issued warrants to purchase an aggregate of 613,000 shares of common stock in connection with a private placement offering of 613,000 shares of common stock and warrants. The warrants were exercisable immediately at $5.25 per share and expire on July 30, 2022. These warrants contain a subsequent equity sale reset “ down round During January 2018, the Company entered into a First Amendment To Warrant (“ Amendment Pacific Grove Additionally, as a result of the reduction in the exercise price of the Pacific Grove warrants which was agreed to pursuant to the Amendment, the anti-dilution provisions of the purchase agreement entered into with the purchasers pursuant to the July 31, 2017 purchases was triggered. Specifically, because the Company issued shares of common stock below (a) the $5.00 price per share of the securities sold pursuant to the purchase agreement, the purchasers were due an additional 14,458 shares of the Company’s common stock; and (b) the $5.25 exercise price of the warrants sold pursuant to the purchase agreement (and the warrants granted to the placement agent), automatically decreased to $5.125 per share. On January 29, 2018, we entered into a First Amendment To Warrant agreement with The Stadlin Trust dated 5/25/01 (“ Stadlin Additionally, as a result of the reduction in the exercise price of the Stadlin warrants which was agreed to pursuant to the amendment, the anti-dilution provisions of the purchase agreement and the purchasers warrants granted in connection therewith was triggered. Specifically, because the Company issued shares of common stock below (a) the $5.00 price per share of the securities sold pursuant to the purchase agreement, the purchasers were due an additional 1,220 shares of the Company’s common stock; and (b) the $5.125 exercise price of the warrants sold pursuant to the purchase agreement (and the warrants granted to the placement agent), the exercise price of such warrants remained unchanged at $5.125 per share. At first, the warrants were accounted for as part of Company equity since the warrants were considered indexed to the Company’s own stock. However, under ASC 815, the “ down round In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the Board determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for the Company to account for the outstanding warrants that contain down round features as derivative instruments. The following table sets forth common stock purchase warrants outstanding as of February 28, 2019, and February 28, 2018, and changes in such warrants outstanding for the years ending February 28, 2019 and February 28, 2018: Warrant Weighted Outstanding, February 28, 2017 808,039 $ 4.72 Warrants granted 1,285,819 $ 4.18 Warrants exercised/forfeited/expired (974,917 ) $ (3.63 ) Outstanding, February 28, 2018 1,118,941 $ 5.27 Warrants granted 899,000 $ 2.85 Warrants exercised/forfeited/expired (287,000 ) $ (4.22 ) Outstanding, February 28, 2019 1,730,941 $ 3.90 Common stock issuable upon exercise of warrants 1,118,941 $ 5,891,297 Common Stock Issuable Upon Exercise of Warrants Outstanding Common Stock Issuable Upon Warrants Exercisable Range of Exercise Prices Number Outstanding at Weighted Average Remaining Weighted Number Exercisable at February 28, 2019 Weighted $ 1.25 16,800 5.00 $ 1.25 16,800 $ 1.25 $ 2.85 899,000 4.56 $ 2.85 899,000 $ 2.85 $ 3.75 30,000 4.00 $ 3.75 30,000 $ 3.75 $ 5.00 295,520 3.00 $ 5.00 295,520 $ 5.00 $ 5.13 416,769 4.78 $ 5.13 477,421 $ 5.13 $ 5.25 30,652 3.42 $ 5.25 30,652 $ 5.25 $ 5.63 21,000 5.00 $ 5.63 21,000 $ 5.63 $ 6.25 1,200 5.00 $ 6.25 1,200 $ 6.25 $ 7.50 20,000 3.00 $ 7.50 20,000 $ 7.50 1,730,941 4.33 $ 3.90 1,730,941 $ 3.90 At February 28, 2019, there were warrants outstanding to purchase 1,730,941 shares of common stock with a weighted average exercise price of $3.90 and weighted average life of 4.33 years. At February 28, 2018, there were warrants outstanding to purchase 1,118,941 shares of common stock with a weighted average exercise price of $5.27 and weighted average life of 3.85 years. During the year ended February 28, 2019, the Company granted: ● warrants to purchase 724,000 shares of common stock in connection with subscriptions; and ● warrants to purchase 175,000 shares of common stock in consideration for consulting fees. Related Party Transactions From February 6, 2017 to March 10, 2017, the Company raised $1,550,000 from the sale of 310,000 units, each consisting of one share of restricted common stock and one warrant to purchase one share of common stock (the “ Units On April 19, 2017, we issued 40,000 shares of common stock to Omar Jimenez, a member of the Board of Directors and an executive of the Company, valued at $250,000, as a fiscal year-ended February 28, 2017 employee bonus. On August 11, 2017, the Company closed the transactions contemplated by the Common Stock and Warrant Purchase Agreement, entered into by the Company on July 31, 2017 (the “ Purchase Agreement Purchasers Shares Offering Warrants Securities A required term of the Offering was that William Kerby, our Chief Executive Officer and Chairman and Donald P. Monaco, our Director, on behalf of themselves and the entities which they control, convert the 1,869,611 shares of Series A 10% Cumulative Convertible Preferred Stock (“ Series A Preferred Stock On August 24, 2017, and effective on August 22, 2017, we entered into a Debt Conversion and Voting Agreement with Mark A. Wilton, a significant stockholder of the Company. Pursuant to the Debt Conversion Agreement, we converted various promissory notes which Mr. Wilton held in the Company, which had an aggregate principal balance of $1,409,326 and were due and payable on December 17, 2017, into 281,866 shares of our restricted common stock. Additionally, we agreed to pay Mr. Wilton $45,000 in cash, payable at the rate of $15,000 per month in September, October and November, 2017. On December 12, 2017, we received $105,000 from Monaco Investment Partners II, LP, whose managing general partner is Donald Monaco, the Chairman of the Company, and issued 21,000 shares of common stock in connection with the exercise of a warrant to purchase 21,000 shares of common stock, which had an exercise price of $5.00 per share. On January 10, 2018, we received $1,203,563 from Pacific Grove Capital LP, a greater than 10% shareholder of the Company, and issued 458,500 shares of common stock in connection with a First Amendment to Warrant. Pursuant to the First Amendment to Warrant Agreement, Pacific Grove exercised warrants to purchase 350,000 shares of common stock at a reduced exercise price of $2.625 per share. Additionally, Pacific Grove exercised penalty warrants to purchase 108,500 shares of common stock at a reduced exercise price of $2.625 per share. As a result of the reduction in the exercise price of the Pacific Grove warrants which was agreed to pursuant to the First Amendment to Warrant, the anti-dilution provisions of the Purchase Agreement were triggered. The Purchasers were issued a total of 14,458 shares of the Company’s common stock valued at $70,483 in connection with such anti-dilution rights. On January 11, 2018, we received $130,200 from the Donald P. Monaco Insurance Trust, of which Donald Monaco is the trustee and the Chairman of the Board of Directors of the Company, and issued 24,800 shares of common stock in connection with the exercise of warrants to purchase 24,800 shares of common stock, which had an exercise price of $5.25 per share. On January 11, 2018, we received $10,500 from William Kerby, the CEO and a director of the Company, and issued 2,000 shares of common stock in connection with the exercise of a warrant to purchase 2,000 shares of common stock, which had an exercise price of $5.25 per share. On January 11, 2018, we received $95,000 from Monaco Investment Partners II LP, of which Donald Monaco is the managing general partner and Chairman of the Board of Directors of the Company, and issued 19,000 shares of common stock in connection with the exercise of a warrant to purchase 19,000 shares of common stock, which had an exercise price of $5.00 per share. On January 11, 2018, we received $200,000 from Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company, and issued 40,000 shares of common stock in connection with the exercise of a warrant to purchase 40,000 shares of common stock, which had an exercise price of $5.00 per share. Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 and $1,102,066 as of February 28, 2019 and February 28, 2018, respectively. These dividends will only be payable when and if declared by the Board. The dividends are owed to Donald P. Monaco, our Chairman, and William Kerby, our CEO and a director. See also the information under “$230,000 Promissory Note from Bettwork Industries Inc. Conversion of $750,000 Promissory Note Into 1,000,000 Common Stock Shares of Bettwork Industries Inc. Conversion of $1,600,000 Promissory Note Into 2,133,333 Common Stock Shares of Bettwork Industries Inc Conversion of $2,900,000 Promissory Note Into 3,866,667 Common Stock Shares of Bettwork Industries Inc A-Tech LLC and Bettwork Industries Inc. – Purchase of Right to Own and Conversion of Promissory Notes to Shares of Bettwork On July 28, 2018, Monaker borrowed $200,000 from the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and Chairman of the Board of Directors of the Company (the “ Monaco Trust Monaco Trust Note On August 23, 2018, Monaker borrowed $300,000 from the Monaco Trust. The loan is evidenced by a Promissory Note in the amount of $300,000 (the “ 2nd Monaco Trust Note On August 14, 2018, William Kerby, the Chief Executive Officer of the Company loaned the Company $20,000, which was evidenced by a Promissory Note dated August 14, 2018. The loan is evidenced by a Promissory Note in the amount of $20,000 (the “ Kerby Note On November 29, 2018, the Company sold 428,572 shares of Bettwork’s common stock to the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and Chairman of the Board of Directors of the Company, at $0.70 per share for a total of $300,000. On December 6, 2018, effective November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company (“ Charcoal |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Feb. 28, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Our executive, administrative and operating offices are primarily located in Weston, Florida where we leased approximately 2,500 square feet of office space at 2690 Weston Road, Suite 200, Weston, Florida 33331. In accordance with the terms of the office space lease agreement, the Company was renting the commercial office space, for a term of three years from January 1, 2016 through December 31, 2018. Monthly rental costs for calendar years 2017, 2018 and 2019 were $6,695, $6,896 and $6,243, respectively per month. The rent for the years ended February 28, 2019 and February 28, 2018 was $76,191 and $79,665, respectively. The office lease described above terminated early on March 31, 2018, at the request of the landlord, without penalties to the Company. The Company entered into a new contract for new office space encompassing approximately 2,500 square feet at 2893 Executive Park Drive Suite 201, Weston, Florida 33331. The lease has a term of three years from April 15, 2018 through April 14, 2021. Monthly rental costs for the periods ending April 14, 2019, 2020 and 2021 are $6,243, $6,492 and $6,781, respectively. Our rental payments through February 28, 2019 amount to $72,430. The following schedule represents obligations under written commitments on the part of the Company that are not included in liabilities: Current Long Term FYE 2019 FYE 2020 FYE 2021 and beyond Totals Office Lease $ 77,534 $ 80,936 $ 10,171 $ 168,641 Other 40,178 — — 40,178 Totals $ 117,712 $ 80,936 $ 10,171 $ 208,819 The Company is committed to pay three to six months’ severance in the case of termination or death to certain key officers. Nasdaq Letters On February 11, 2019, the Company received a letter (the “ Letter Nasdaq independent directors Notwithstanding such non-compliance, Nasdaq has provided the Company a cure period in order to regain compliance as follows: ● until the earlier of the Company’s next annual shareholders’ meeting or January 23, 2020; or ● if the next annual shareholders’ meeting is held before July 22, 2019, then the Company must evidence compliance no later than July 22, 2019. The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than the applicable date above. In the event the Company does not regain compliance by such date, Nasdaq rules require the Nasdaq staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel. In response to Mr. Post’s resignation and the receipt of the Letter, the Company is currently searching for one or more qualified individuals who satisfy the aforementioned independence requirements to join the Company’s Board of Directors. 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 in light of 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. On March 28, 2016, the Company was presented with a Demand for Arbitration, pursuant to Rule 4(a) of the American Arbitration Association Commercial Rules of Arbitration, whereby Acknew Investments, Inc. and Vice Regal Developments Inc. (Claimants) are arguing that $700,000 is due to them, even though they have already been paid said amounts through preferred shares that were issued as a guarantee and which Claimants converted into shares of common stock. In connection with the purchase of the stock of the entity that eventually became RealBiz Media Group, Inc. (and subsequently Verus International, Inc.), the Company issued 380,000 shares of Monaker Series D Preferred Stock shares with a value of $1,900,000, which was considered the $1,200,000 value of the stock portion of the purchase price, and was also meant to guaranty the payment of the balance of $700,000. The Company contends that the obligation to pay the $700,000 was extinguished with the conversion of the Monaker Series D Preferred Stock shares into shares of common stock. The date for arbitration has not been set and the Company will vehemently defend its position. The Company is unable to determine the estimate of the probable or reasonable possible loss or range of losses arising from the above legal proceedings. On December 9, 2016, a class action lawsuit McLeod v. Monaker Group, Inc. et al (Case No.: 0:16-cv-62902-WJZ) was filed against us, William Kerby, our Chief Executive Officer and director, Donald Monaco, our Chairman, and D’Arelli Pruzansky, P.A., our former auditor, in the U.S. District Court for the Southern District of Florida on behalf of persons who purchased our common stock and exercised options between April 6, 2012 and June 23, 2016 (the “ Class Period On December 22, 2017, we entered into a Settlement Agreement with Verus, NestBuilder.com Corp. (“ Nestbuilder AST On March 14, 2014, a lawsuit was filed by Lewis Global Partners in the Circuit Court for Broward County, Florida CASE NO. LACE 14-005009 005009 alleging breach of contract and breach of implied covenant of good faith and fair dealing. In particular the lawsuit alleged that: ● In or around July 2, 2012 the plaintiff, Lewis Global Partners, LLC (Lewis Global), entered into a Subscription Agreement with us. The Subscription Agreement provided that Lewis Global would pay $13,500 in services rendered in consideration for 2,700 shares of Series B Preferred Stock (the “ Preferred B Shares ● On or around June 10, 2013, plaintiff sent a Notice of Conversion to the Company and requested to convert its Preferred B Shares into 270,000 shares of common stock of Verus. ● The Company failed to deliver the 270,000 shares of common stock of Versus and because at the time of the Notice of Conversion the common stock in Verus was approximately $2.65 per share, the damages Lewis Global alleged are due total $715,500, provided that the value has depreciated significantly since the time of the Notice of Conversion. On April 5, 2019, we entered into a Settlement Agreement with Lewis Global relating to the dismissal with prejudice of certain pending lawsuit with Lewis Global. The agreement further provided for general releases from each party. Contractual Settlement In May 2017, we entered into a settlement with a financial advisory firm who was engaged to raise capital per an agreement signed in October 2016. Based upon the firm’s inability to meet any of the agreed upon milestones, the firm agreed to return all the consideration paid for the services. The Company recorded a $450,945 credit to stock compensation in May 2017 as a result of the settlement. |
Business Segment Reporting
Business Segment Reporting | 12 Months Ended |
Feb. 28, 2019 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Note 12 – Business Segment Reporting Accounting Standards Codification 280-16 “ Segment Reporting The Company has one operating segment consisting of various products and services related to its online marketplace of travel and related logistics including destination tours / activities, accommodation rental listings, hotel listings, air and car rental. The Company’s chief operating decision maker is considered to be the Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Feb. 28, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 13 – Fair Value Measurements 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 provides 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. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 – Income Taxes Monaker follows the guidance of ASC 740, “ Income Taxes. The provision for income taxes consists of the following components for the years ended February 28, 2019 and February 28, 2018: 2019 2018 Current $ — $ — Deferred — — $ — $ — The components of deferred income tax assets and liabilities for the years ended February 28, 2019 and February 28, 2018, are as follows: 2019 2018 Net operating loss carry-forwards $ 28,358,903 $ 29,904,863 Equity based compensation 4,329,000 4,329,000 Amortization and impairment of intangibles 76,389 43,890 Total deferred assets 32,764,292 34,277,753 Valuation allowance (32,764,292 ) (34,277,753 ) $ — $ — The income tax provision differs from the expense that would result from applying statutory rates to income before income taxes principally because of the valuation allowance on net deferred tax assets for which realization is uncertain. The effective tax rates for years ended February 28, 2019 and February 28, 2018 were computed by applying the federal and state statutory corporate tax rates as follows: 2019 2019 Statutory Federal income tax rate -21.0 % -21.0 % State taxes, net of Federal -4.5 % -5.0 % Permanent difference 7.4 % 11.0 % Change in valuation allowance 18.1 % 15.0 % 0 % 0 % The valuation allowance has increased by $1,485,200 for the fiscal year ended 2019 primarily as a result of a current year tax income of $1,516,230 which decreased net operating loss carryforward to $28,388,633 at February 28, 2019, from $29,904,863 at February 28, 2018, and an increase of $31,030 in amortization of intangibles to $74,920 at February 28, 2019, from $43,890 at February 28, 2018. The net operating loss (“ NOL At the adoption date the Company applied ASC 740 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC 740, the Company did not recognize a material increase in the liability for uncertain tax positions as of February 28, 2019. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Feb. 28, 2019 | |
Weighted average number of common shares outstanding | |
Earnings Per Share | Note 15 – Earnings Per Share The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per-share computations for each of the past two fiscal years: For the year ended February 28, 2019: Income (Numerator) Weighted Average Shares (Denominator) Per Share Amount Basic earnings $ 4,298,563 8,629,224 $ 0.50 Effect of dilutive securities — — — Dilutive earnings $ 4,298,563 8,629,224 $ 0.50 For the year ended February 28, 2018: Basic earnings (losses) $ (10,037,142 ) 6,216,988 $ (1.61 ) Effect of dilutive securities — — — Dilutive earnings $ (10,037,142 ) 6,216,988 $ (1.61 ) Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted earnings per common share is not presented because it is anti-dilutive. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Feb. 28, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events Director Exercise of Warrants On March 5, 2019, a First Amendment to Warrant agreement (the “ Amendment Trust Total consideration received by the Company from the exercise of the 35,750 warrants exercised by the Trust was $101,888. Loan from Officer On April 3, 2019, the Company borrowed $125,000 from William Kerby, the Chief Executive Officer and member of the Board of Directors of the Company. The amount borrowed was evidenced by a Promissory Note dated April 3, 2019. The amount borrowed pursuant to the note accrues interest at 12% per annum (18% upon the occurrence of an event of default) and was due and payable on April 30, 2019, provided that Mr. Kerby agreed to extend the due date pending the receipt of funds from the Underwritten Offering. The loan was repaid on May 2, 2019, from funds raised in the Underwritten Offering (discussed below). Advances from Officer From October 3, 2018, through February 28, 2019, Omar Jimenez (Chief Operating Officer, Chief Financial Officer and Director of the Company), has advanced the Company $607,000 to meet operating and capital expenses. A total of $491,000 of the advances were repaid through February 28, 2019, for a balance due Mr. Jimenez of $116,000 as of February 28, 2019. In March 2019, Mr. Jimenez advanced the Company an additional $328,000 and, in April 2019, Mr. Jimenez advanced the Company an additional $112,000 for a total of $440,000 of which $250,000 was repaid on March 28, 2019. In summary, Mr. Jimenez has advanced the Company $1,047,000 for operating and capital expenses of which $741,000 has been repaid, which amounts to a balance due to Mr. Jimenez of $306,000 as of April 29, 2019. The amount advanced was repaid on April 29, 2019, from funds raised in the Underwritten Offering (defined below). Nasdaq Letter On March 5, 2019, the Company received a letter (the “ Letter Nasdaq Under Nasdaq rules, the Company had 45 calendar days from the date of the notification to submit a plan to regain compliance, and if Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from fiscal year end, or until August 27, 2019, to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the right to appeal such decision to a Nasdaq hearings panel. The Company has submitted a plan to Nasdaq and intends to timely hold an annual meeting of shareholders to regain compliance with Nasdaq Listing Rule 5620 (a). Bettwork Note Amendment On March 12, 2019, and effective on February 28, 2019, we and Bettwork entered into a First Amendment to Amended Promissory Note (the “ Note Amendment Bettwork Note The Bettwork Note bears interest at the rate of 12% per year, payable on maturity. The Bettwork Note includes a “ Default Rate Inducement Agreement On April 10, 2019 and effective on February 8, 2019, we entered into an Inducement Agreement with Verus International, Inc., formerly Realbiz Media Group, Inc. (“ Verus Inducement Agreement Pursuant to the Inducement Agreement, we agreed to amend the designation of the Series A Convertible Preferred Stock of Verus (the “ Series A Preferred Stock The designation of the Series A Preferred Stock, as amended, includes a 9.99% beneficial ownership limitation, preventing the Company from converting such Series A Preferred Stock into common stock of Verus (and reducing the voting rights of such preferred stock proportionally), if upon such conversion, the Company, its affiliates and/or any group which it is a part of, would own greater than 9.99% of Verus’ common stock (the “ Ownership Blocker Underwritten Offering On April 25, 2019, we entered into an underwriting agreement (the “ Underwriting Agreement Underwriters The Underwriters sold 75,000 shares of common stock to an entity controlled by Donald P. Monaco, a director and chairman of the Company’s board, 100,000 shares of common stock to Simon Orange, a member of the Company’s board, and 25,000 shares of common stock, to William Kerby, our Chief Executive Officer and member of the Company’s board, at the $2.00 per share public offering price. In total the Company sold 1,000,500 shares of common stock in the offering and net proceeds disbursed to the Company from the offering were $1.785 million, after deducting the underwriting discount and expenses of the underwriters. Pursuant to the Underwriting Agreement, we agreed, subject to certain exceptions, until July 24, 2019 (a period of 90 days after the date of the offering), not to offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of our equity or equity equivalent securities. As a result of the offering, the exercise price of the warrants to purchase 724,000 shares of common stock granted as part of the Company’s October 2, 2018 registered offering were automatically adjusted from $2.85 per share to $2.00 per share. Warrant Exercises ● On March 5, 2019, we received $101,888 in proceeds from Monaco Investment Partners II, LP, whose managing general partner is Donald Monaco the Chairman of the Board, and issued 35,750 shares of common stock in connection with the exercise of warrants to purchase 35,750 shares of common stock with an exercise price of $2.85 per share, pursuant to the terms of a First Amendment to Warrant. ● On May 7, 2019, we received $20,000 in proceeds from Sabby Volatility Warrant Fund, and issued 10,000 shares of common stock in connection with the exercise of warrants to purchase 10,000 shares of common stock with an exercise price of $2.00 per share. ● On May 8, 2019, we received $40,000 in proceeds from Sabby Volatility Warrant Fund, and issued 20,000 shares of common stock in connection with the exercise of warrants to purchase 20,000 shares of common stock with an exercise price of $2.00 per share. ● On May 8, 2019, we received $60,000 in proceeds from Hudson Bay Master Fund Ltd., and issued 30,000 shares of common stock in connection with the exercise of warrants to purchase 30,000 shares of common stock with an exercise price of $2.00 per share. ● On May 14, 2019, we received $33,200 in proceeds from Sabby Volatility Warrant Fund, and issued 16,600 shares of common stock in connection with the exercise of warrants to purchase 16,600 shares of common stock with an exercise price of $2.00 per share. ● On May 15, 2019, we received $20,000 in proceeds from Hudson Bay Master Fund Ltd., and issued 10,000 shares of common stock in connection with the exercise of warrants to purchase 10,000 shares of common stock with an exercise price of $2.00 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Feb. 28, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of Monaker Group, Inc. and all of its wholly and majority-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States. All significant intercompany transactions and balances have been eliminated in consolidation. |
Business Segment | Business Segment The Company has one operating segment consisting of various products and services related to its online marketplace of travel and accommodation rental listings. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date 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 certain revenues, the allowance for doubtful accounts, 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 at February 28, 2019 and February 28, 2018. |
Website Development Costs | Website Development Costs The Company accounts for website development costs in accordance with ASC 350-50 “ Website Development Costs |
Software Development Costs | 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 |
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 $293,804 and $211,158 during the years ended February 28, 2019 and February 28, 2018, respectively. Also, $1,485,000 of website development costs and $600,000 of rights to purchase land were impaired as of February 28, 2018. The impairment of the website development costs were reversed when the shares of the Company common stock issued to XPO were cancelled and the impairment of the rights to own was reversed when the Bettwork promissory note was converted to shares of Bettwork common stock (see Note 5 below). |
Convertible Debt Instruments | Convertible Debt Instruments The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the Financial Accounting Standards Board (FASB) Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. |
Derivative Instruments | Derivative Instruments The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with ASC topic 815, Accounting for Derivative Instruments and Hedging Activities (“ ASC 815 The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, the Company generally uses the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to determine the fair value of these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of this accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial period result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial period result in the application of non-cash derivative income. Based upon ASC 815-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible debentures. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the FASB determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for several outstanding warrants that contain down round features as derivative instruments. |
Reclassification | Reclassification For comparability, certain prior year amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2019. The reclassifications have no impact on net loss. |
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 is 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. On February 12, 2018, we effected a 1:2.5 reverse stock-split of all of our outstanding shares of common stock, which has been retroactively reflected herein. |
Revenue Recognition | Revenue Recognition 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. We also generate revenue from commissions on bookings and sales of ancillary products and services. Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized 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 of revenue 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. |
Advertising Expense | Advertising Expense Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying consolidated financial statements. Advertising expense for the years ended February 28, 2019 and February 28, 2018, was $89,475 and $84,424, respectively. |
Share Based Compensation | Share 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 shall be measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of this Topic 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. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “ Accounting for Income Taxes, The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of February 28, 2019, the Company’s income tax returns for tax years ending February 28, 2018, 2017, February 29, 2016 and February 28, 2015, 2014, 2013, and February 29, 2012 remain potentially subject to audit by the taxing authorities. Monaker Group, Inc. follows the guidance of ASC 740, “ Income Taxes. Our effective tax rate was 25.5% for the years ended February 28, 2018 and February 28, 2019. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act significantly changed the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. As a result of enactment of the legislation, we have not incurred additional income tax expense during the February 28, 2018 and February 28, 2019 fiscal year-ends. The Company does not have foreign earnings therefore; the Company does not have exposure to tax on accumulated foreign earnings or an exposure from the repeal of foreign tax credits. |
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 provides 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: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Financial instruments consist principally of cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities and 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. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments (see Note 13– Fair Value Measurements). |
Going Concern | Going Concern As of February 28, 2019, and February 28, 2018, the Company had an accumulated deficit of $106,398,211 and $110,696,774, respectively. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. We have very limited financial resources. We currently have a monthly cash requirement of approximately $320,000, exclusive of capital expenditures. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support current operations. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel 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, will negatively impact our business, financial condition and liquidity. As of February 28, 2019, we had approximately $2,280,199 of current liabilities. We currently do not have the 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. Management’s plans with regard to this going concern are as follows: the Company will continue to raise funds with third parties by way of a public or private offerings, and management and members of the Board are working aggressively to increase the viewership of our products by promoting it across other mediums which we anticipate will result in higher revenues. 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. |
Recent Accounting Pronouncements | Recent Accounting Policies Adopted In May 2014, the Financial Accounting Standards Board (“ FASB ASU Revenue from Contracts with Customers. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-9 by one year. As a result, the amendments in ASU 2014-9 are effective for public companies for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Additional ASUs have been issued that are part of the overall new revenue guidance, including: ASU No. 2016-8, “ Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Identifying Performance Obligations and Licensing, Narrow Scope Improvements and Practical Expedients. The new revenue recognition standard prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. The new model requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time for each of these obligations. We adopted the requirements of the new standard effective March 1, 2018 and used the modified retrospective adoption approach. The impact to our results is not material because the analysis of our contracts under the new revenue recognition standard supports the recognition of revenue at a point in time since control over the asset passes to our customer and there are no more outstanding performance obligations to be satisfied for our travel or tour products or services we distribute to our customers, which is consistent with our current revenue recognition model. In addition, the number of performance obligations under the new standard is not materially different from our contract segments under the existing standard. Lastly, the accounting for the estimate of variable consideration is not materially different compared to our current practice. Recent Accounting Pronouncements Not Yet Adopted Leases. Hedge Accounting. Measurement of Credit Losses on Financial Instruments. |
Website Development Costs and_2
Website Development Costs and Intangible Assets (Tables) | 12 Months Ended |
Feb. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, both acquired and developed, including accumulated amortization | The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of February 28, 2019 and February 28, 2018: February 28, 2019 Useful Life Cost Accumulated Amortization Net Carrying Value Website platform 1.0 years $ 400,000 $ 400,000 $ — Contracts, domains, customer lists 2.0 years 1,199,447 1,199,447 — Website platform 3.0 years 37,657 37,657 — Website development costs (not placed in service) 3.0 years 2,443,038 507,322 1,935,716 Web platform 4.0 years 598,099 598,099 — Trademark Indefinite 6,100 — 6,100 $ 4,684,340 $ 2,742,525 $ 1,941,816 February 28, 2018 Useful Life Cost Accumulated Amortization Net Carrying Value Website platform 1.0 years $ 400,000 $ 400,000 $ — Contracts, domains, customer lists 2.0 years 1,199,447 1,199,447 — Website platform 3.0 years 37,657 37,657 — Website development costs (not placed in service) 3.0 years 1,482,541 213,518 1,269,023 Web platform 4.0 years 598,099 598,099 — Right to purchase land parcels Indefinite — — — Trademark Indefinite 5,430 — 5,430 $ 3,723,174 $ 2,448,721 $ 1,274,453 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Feb. 28, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock purchase warrants and changes in warrants outstanding | The following table sets forth common stock purchase warrants outstanding as of February 28, 2019, and February 28, 2018, and changes in such warrants outstanding for the years ending February 28, 2019 and February 28, 2018: Warrant Weighted Outstanding, February 28, 2017 808,039 $ 4.72 Warrants granted 1,285,819 $ 4.18 Warrants exercised/forfeited/expired (974,917 ) $ (3.63 ) Outstanding, February 28, 2018 1,118,941 $ 5.27 Warrants granted 899,000 $ 2.85 Warrants exercised/forfeited/expired (287,000 ) $ (4.22 ) Outstanding, February 28, 2019 1,730,941 $ 3.90 Common stock issuable upon exercise of warrants 1,118,941 $ 5,891,297 |
Schedule of common stock issuable upon exercise of warrants outstanding and warrants exercisable | Common Stock Issuable Upon Exercise of Warrants Outstanding Common Stock Issuable Upon Warrants Exercisable Range of Exercise Prices Number Outstanding at Weighted Average Remaining Weighted Number Exercisable at February 28, 2019 Weighted $ 1.25 16,800 5.00 $ 1.25 16,800 $ 1.25 $ 2.85 899,000 4.56 $ 2.85 899,000 $ 2.85 $ 3.75 30,000 4.00 $ 3.75 30,000 $ 3.75 $ 5.00 295,520 3.00 $ 5.00 295,520 $ 5.00 $ 5.13 416,769 4.78 $ 5.13 477,421 $ 5.13 $ 5.25 30,652 3.42 $ 5.25 30,652 $ 5.25 $ 5.63 21,000 5.00 $ 5.63 21,000 $ 5.63 $ 6.25 1,200 5.00 $ 6.25 1,200 $ 6.25 $ 7.50 20,000 3.00 $ 7.50 20,000 $ 7.50 1,730,941 4.33 $ 3.90 1,730,941 $ 3.90 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Feb. 28, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of obligations under written commitments | The following schedule represents obligations under written commitments on the part of the Company that are not included in liabilities: Current Long Term FYE 2019 FYE 2020 FYE 2021 and beyond Totals Office Lease $ 77,534 $ 80,936 $ 10,171 $ 168,641 Other 40,178 — — 40,178 Totals $ 117,712 $ 80,936 $ 10,171 $ 208,819 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes consists of the following components for the years ended February 28, 2019 and February 28, 2018: 2019 2018 Current $ — $ — Deferred — — $ — $ — |
Schedule of deferred income tax assets and liabilities | The components of deferred income tax assets and liabilities for the years ended February 28, 2019 and February 28, 2018, are as follows: 2019 2018 Net operating loss carry-forwards $ 28,358,903 $ 29,904,863 Equity based compensation 4,329,000 4,329,000 Amortization and impairment of intangibles 76,389 43,890 Total deferred assets 32,764,292 34,277,753 Valuation allowance (32,764,292 ) (34,277,753 ) $ — $ — |
Schedule of effective income tax rates | The effective tax rates for years ended February 28, 2019 and February 28, 2018 were computed by applying the federal and state statutory corporate tax rates as follows: 2019 2019 Statutory Federal income tax rate -21.0 % -21.0 % State taxes, net of Federal -4.5 % -5.0 % Permanent difference 7.4 % 11.0 % Change in valuation allowance 18.1 % 15.0 % 0 % 0 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Feb. 28, 2019 | |
Weighted average number of common shares outstanding | |
Schedule of numerators and denominators of basic and diluted earnings per share | The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per-share computations for each of the past two fiscal years: For the year ended February 28, 2019: Income (Numerator) Weighted Average Shares (Denominator) Per Share Amount Basic earnings $ 4,298,563 8,629,224 $ 0.50 Effect of dilutive securities — — — Dilutive earnings $ 4,298,563 8,629,224 $ 0.50 For the year ended February 28, 2018: Basic earnings (losses) $ (10,037,142 ) 6,216,988 $ (1.61 ) Effect of dilutive securities — — — Dilutive earnings $ (10,037,142 ) 6,216,988 $ (1.61 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Accumulated deficit | $ 106,398,211 | $ 110,696,774 |
Amortization expense of intangible assets | 293,804 | 211,158 |
Current liabilities | 2,280,199 | 1,727,324 |
Advertising expense | $ 89,475 | $ 84,424 |
Effective tax rate | 25.50% | 25.50% |
Cash requirement | $ 320,000 | |
U.S. tax corporate tax rate | 21.00% | |
Proviously U.S. tax corporate tax rate | 35.00% | |
Website Development Costs [Member] | ||
Impairment of assets | $ 1,485,000 | |
Estimated useful life | 3 years | |
Rights to Purchase Land (Member) | ||
Impairment of assets | $ 600,000 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) | Jul. 02, 2018USD ($)$ / sharesshares | Nov. 21, 2017USD ($)$ / sharesshares | Feb. 20, 2017USD ($)$ / sharesshares | May 16, 2016USD ($) | Feb. 28, 2019USD ($)$ / shares | Nov. 29, 2018$ / shares | Oct. 19, 2018USD ($) | Oct. 10, 2018USD ($) | Aug. 31, 2018$ / shares | May 31, 2018USD ($)$ / shares | Feb. 28, 2018USD ($) | Feb. 20, 2018$ / shares | Aug. 31, 2017USD ($)$ / shares | Aug. 30, 2017Number |
Ownership interest | 100.00% | |||||||||||||
Share price (in dollar per shares) | $ / shares | $ 2.097 | |||||||||||||
Deferred gain | $ 2,900,000 | |||||||||||||
Amount received from related party | $ 40,000 | |||||||||||||
Launch360 Media, Inc. [Member] | ||||||||||||||
Ownership interest | 10.00% | |||||||||||||
Voyages North America, LLC [Member] | ||||||||||||||
Ownership interest | 71.50% | |||||||||||||
Number of hours of destination and promotional videos | Number | 16,000 | |||||||||||||
Purchase Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||||
Ownership interest | 625.00% | |||||||||||||
Share price (in dollar per shares) | $ / shares | $ 6.25 | |||||||||||||
Purchase Agreement [Member] | Restricted Common Stock [Member] | A-Tech LLC [Member] | ||||||||||||||
Number of shares issued under acquisitions | shares | 240,000 | 66,632 | ||||||||||||
Value of shares issued under acquisitions | $ 1,500,000 | $ 1,500,000 | ||||||||||||
Acquisition share price (in dollar per shares) | $ / shares | $ 4.80 | |||||||||||||
Additional amount of shares issued under land acquisition | $ 319,834 | |||||||||||||
Assignment and Novation Agreement [Member] | Name Your Fee, LLC [Member] | ||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1 | |||||||||||||
Outstanding principal balance | 750,000 | 0 | $ 750,000 | |||||||||||
Allowance for bad debt | $ 750,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Share price (in dollar per shares) | $ / shares | $ 0.043 | |||||||||||||
Common Stock [Member] | Purchase Agreement [Member] | A-Tech LLC [Member] | ||||||||||||||
Share price (in dollar per shares) | $ / shares | $ 6.25 | |||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note - Right to Own [Member] | ||||||||||||||
Conversion of common stock | shares | 1,000,000 | |||||||||||||
Amended note receivable face amount | $ 230,000 | |||||||||||||
Notes receivable face amount | $ 200,000 | |||||||||||||
Interest rate | 12.00% | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.75 | $ 1 | ||||||||||||
Outstanding principal balance | $ 0 | $ 1,600,000 | 0 | |||||||||||
Promissory note repurchased | $ 2,133,333 | $ 2,133,333 | ||||||||||||
Deferred gain | 1,600,000 | |||||||||||||
Amount received from related party | 40,000 | |||||||||||||
Default rate | 18.00% | |||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||
Outstanding principal balance | 190,000 | |||||||||||||
Deferred gain | $ 1,600,000 | |||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | General and Administrative Expense [Member] | ||||||||||||||
Allowance for bad debt | 190,000 | |||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||
Notes receivable face amount | $ 2,900,000 | |||||||||||||
Interest rate | 6.00% | |||||||||||||
Variable Interest rate spread | 3.75% | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.75 | $ 1 | ||||||||||||
Outstanding principal balance | $ 2,900,000 | $ 0 | ||||||||||||
Allowance for bad debt | 2,900,000 | |||||||||||||
Promissory note repurchased provisory | $ 3,866,667 | |||||||||||||
Deferred gain | $ 2,900,000 | $ 2,900,000 | ||||||||||||
Beneficial ownership percentage | 4.99% | |||||||||||||
Bettwork Industries, Inc. [Member] | Common Stock [Member] | ||||||||||||||
Conversion of common stock | shares | 750,000 | |||||||||||||
Ownership interest | 16.30% | |||||||||||||
Share price (in dollar per shares) | $ / shares | $ 0.70 | $ 0.70 | $ 0.70 | |||||||||||
Crystal Falls Investments [Member] | Name Your Fee, LLC [Member] | ||||||||||||||
Notes receivable face amount | $ 750,000 | |||||||||||||
Ownership interest | 51.00% | |||||||||||||
Net earnings to repay promissory note | 20.00% |
Investment in Equity Instrume_2
Investment in Equity Instruments (Details Narrative) - USD ($) | Aug. 31, 2018 | Jul. 02, 2018 | Dec. 22, 2017 | May 31, 2017 | Aug. 31, 2016 | Nov. 29, 2018 | Feb. 28, 2019 | Jan. 31, 2019 | Feb. 28, 2018 |
Settlement amount | $ 450,945 | ||||||||
Common stock outstanding, percentage | 100.00% | ||||||||
Share price (in dollars per share) | $ 2.097 | ||||||||
Common stock, outstanding | 9,590,956 | 8,001,266 | |||||||
Preferred stock, outstanding | 0 | 0 | |||||||
Common stock, issued | 9,590,956 | 8,001,266 | |||||||
Common Stock [Member] | |||||||||
Number of shares issued | 11,141,810 | ||||||||
Amount shares issued | $ 479,098 | ||||||||
Share price (in dollars per share) | $ 0.043 | ||||||||
Common Stock [Member] | Bettwork Industries, Inc. [Member] | |||||||||
Investment owned, balance, shares | 7,000,000 | 6,142,856 | |||||||
Number of shares issued | 428,572 | 7,617,414 | |||||||
Amount shares issued | $ 857,144 | ||||||||
Revaluation of shares amount | $ 300,000 | ||||||||
Conversion of shares | 5,250,000 | ||||||||
Conversion price (in dollars per share) | $ 0.75 | ||||||||
Fair value | $ 5,250,000 | $ 2,945,714 | |||||||
Accumulated fair value loss | $ 2,988,572 | ||||||||
Common stock outstanding, percentage | 16.30% | ||||||||
Share price (in dollars per share) | $ 0.70 | $ 0.70 | $ 0.70 | ||||||
Held in trust account | $ 300,000 | $ 300,000 | $ 700,000 | ||||||
Additional options available | 1,000,000 | 1,000,000 | |||||||
Aggregate purchase price of options exerciseable | 700,000 | ||||||||
Trading price | $ 1.24 | ||||||||
Common stock, outstanding | 37,682,256 | ||||||||
Common stock, issued | 37,682,256 | ||||||||
Common Stock [Member] | Monaco Trust [Member] | |||||||||
Accumulated fair value loss | $ 21,429 | ||||||||
NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Settlement Agreement [Member] | |||||||||
Number of shares issued | 49,411 | ||||||||
Settlement amount | $ 100,000 | ||||||||
Amount of anti-dilution protection per shares (in dollar per shares) | $ 0.05 | ||||||||
NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Settlement Agreement [Member] | Restricted Common Stock [Member] | |||||||||
Number of shares issued | 20,000 | ||||||||
NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Common Stock [Member] | |||||||||
Investment owned, balance, shares | 44,470,101 | ||||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Common stock, outstanding | 8,001,266 | ||||||||
Preferred stock, outstanding | 0 | 0 | |||||||
Common stock, issued | 8,001,266 | ||||||||
Series A Convertible Preferred Stock [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Settlement Agreement [Member] | |||||||||
Number of shares issued | 44,470,101 | ||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||
Common stock, outstanding | 1,500,000,000 | ||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Common Stock [Member] | |||||||||
Investment owned, balance, shares | 75,000 | ||||||||
Number of shares issued | 2,200 | ||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series A Convertible Preferred Stock [Member] | |||||||||
Investment owned, balance, shares | 44,470,101 | 44,470,101 | |||||||
Preferred stock, outstanding | 44,570,101 | ||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series C Preferred Stock [Member] | |||||||||
Preferred stock, outstanding | 160,000 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details Narrative) - USD ($) | Dec. 06, 2018 | Jul. 02, 2018 | Nov. 21, 2017 | Nov. 14, 2017 | Oct. 23, 2017 | Feb. 20, 2017 | Jun. 28, 2018 | May 31, 2018 | Feb. 20, 2018 | Nov. 21, 2017 | Aug. 31, 2017 | Nov. 30, 2018 | Nov. 29, 2018 | Feb. 28, 2019 | Jan. 11, 2018 | Aug. 31, 2018 |
Share price (in dollar per shares) | $ 2.097 | |||||||||||||||
Amount of shares issued under services | $ 140,000 | |||||||||||||||
Share price amount | 140,000 | |||||||||||||||
Cancellation of shares | $ 60,000 | |||||||||||||||
Common stock outstanding, percentage | 100.00% | |||||||||||||||
Impairment loss | $ 0 | $ 0 | ||||||||||||||
Investment owned, balance, shares | 0 | |||||||||||||||
Value of shares cancelled | $ 1,039,500 | |||||||||||||||
Number of shares cancelled | 140,000 | |||||||||||||||
Gain amount net | $ 1,039,500 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Share price (in dollar per shares) | $ 0.043 | |||||||||||||||
Number of shares issued | 11,141,810 | |||||||||||||||
Value of number of shares issued | $ 479,098 | |||||||||||||||
Bettwork Industries, Inc. [Member] | Common Stock [Member] | ||||||||||||||||
Conversion price (in dollars per share) | $ 0.75 | |||||||||||||||
Share price (in dollar per shares) | $ 0.70 | $ 0.70 | $ 0.70 | |||||||||||||
Number of shares issued | 428,572 | 7,617,414 | ||||||||||||||
Value of number of shares issued | $ 857,144 | |||||||||||||||
Held in trust account | $ 300,000 | $ 700,000 | $ 300,000 | |||||||||||||
Common stock outstanding, percentage | 16.30% | |||||||||||||||
Number of shares converted | 750,000 | |||||||||||||||
Bettwork Industries, Inc. [Member] | Promissory Note [Member] | ||||||||||||||||
Note amount | $ 230,000 | |||||||||||||||
Number of shares converted | 750,000 | |||||||||||||||
NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Common Stock [Member] | ||||||||||||||||
Investment owned, balance, shares | 0 | |||||||||||||||
Charcoal Investment Ltd [Member] | ||||||||||||||||
Number of shares issued | 40,000 | |||||||||||||||
Value of number of shares issued | $ 200,000 | |||||||||||||||
Charcoal Investment Ltd [Member] | Common Stock [Member] | ||||||||||||||||
Share price (in dollar per shares) | $ 0.70 | |||||||||||||||
Number of shares issued | 428,572 | |||||||||||||||
Value of number of shares issued | $ 300,000 | |||||||||||||||
Purchase Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||||||
Share price (in dollar per shares) | $ 6.25 | $ 6.25 | ||||||||||||||
Number of shares issued | 240,000 | |||||||||||||||
Value of number of shares issued | $ 1,500,000 | |||||||||||||||
Common stock outstanding, percentage | 625.00% | 625.00% | ||||||||||||||
Value of shares cancelled | $ 75,000 | |||||||||||||||
Number of shares cancelled | 12,000 | |||||||||||||||
Purchase Agreement [Member] | Bettwork Industries, Inc. [Member] | Common Stock [Member] | Promissory Note [Member] | ||||||||||||||||
Share price (in dollar per shares) | $ 0.75 | |||||||||||||||
Number of shares converted | 2,133,333 | |||||||||||||||
Deffered gain liability | $ 1,600,000 | $ 1,600,000 | ||||||||||||||
Purchase Agreement [Member] | Bettwork Industries, Inc. [Member] | Common Stock [Member] | ||||||||||||||||
Number of shares issued | 3,866,667 | |||||||||||||||
Value of number of shares issued | $ 2,900,000 | |||||||||||||||
Purchase Agreement [Member] | Michael Heinze, Michael Kistner and Rebecca Dernbach [Member] | ||||||||||||||||
Acquisition amount paid in cash | $ 75,000 | |||||||||||||||
Purchase Agreement [Member] | Michael Heinze, Michael Kistner and Rebecca Dernbach [Member] | Restricted Common Stock [Member] | ||||||||||||||||
Share price (in dollar per shares) | $ 5.75 | |||||||||||||||
Amount of shares issued under services | $ 200,000 | |||||||||||||||
Number of shares issued under services | 34,783 | |||||||||||||||
Number of shares issued under acquisitions | 34,783 | |||||||||||||||
Value of shares issued under acquisitions | $ 200,000 | |||||||||||||||
Value of right to put shares | $ 275,000 | |||||||||||||||
Purchase Agreement [Member] | A-Tech LLC [Member] | Common Stock [Member] | ||||||||||||||||
Share price (in dollar per shares) | $ 6.25 | |||||||||||||||
Number of shares issued | 66,632 | |||||||||||||||
Value of number of shares issued | $ 319,834 | |||||||||||||||
Number of shares cancelled | 210,632 | |||||||||||||||
Purchase price amount | $ 1,500,000 | |||||||||||||||
Maximum number of shares issued | 96,000 | |||||||||||||||
Purchase Agreement [Member] | A-Tech LLC [Member] | Common Stock [Member] | Ownership [Member] | ||||||||||||||||
Conversion price (in dollars per share) | $ 1 | |||||||||||||||
Note amount | $ 1,600,000 | |||||||||||||||
Ownership rights | 9.99% | |||||||||||||||
Purchase Agreement [Member] | A-Tech LLC [Member] | Restricted Common Stock [Member] | ||||||||||||||||
Number of shares issued | 1,500,000 | |||||||||||||||
Number of shares issued under acquisitions | 240,000 | 66,632 | ||||||||||||||
Value of shares issued under acquisitions | $ 1,500,000 | $ 1,500,000 | ||||||||||||||
Platform Purchase Agreement [Member] | Exponential, Inc. ("XPO") [Member] | Restricted Common Stock [Member] | ||||||||||||||||
Amount of shares issued under services | $ 1,485,000 | |||||||||||||||
Number of shares issued under services | 200,000 | |||||||||||||||
Assets Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||
Number of shares issued | 140,000 |
Website Development Costs and_3
Website Development Costs and Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Cost | $ 4,684,340 | $ 3,723,174 |
Accumulated Amortization | 2,742,525 | 2,448,721 |
Net Carrying Value | 1,941,816 | $ 1,274,453 |
Trademarks [Member] | ||
Cost | 6,100 | |
Net Carrying Value | $ 6,100 | |
Website Platform [Member] | ||
Remaining Useful Life | 1 year | 1 year |
Cost | $ 400,000 | $ 400,000 |
Accumulated Amortization | $ 400,000 | $ 400,000 |
Contracts Domains Customer Lists [Member] | ||
Remaining Useful Life | 2 years | 2 years |
Cost | $ 1,199,447 | $ 1,199,447 |
Accumulated Amortization | $ 1,199,447 | $ 1,199,447 |
Website Platform [Member] | ||
Remaining Useful Life | 3 years | 3 years |
Cost | $ 37,657 | $ 37,657 |
Accumulated Amortization | $ 37,657 | $ 37,657 |
Website Development Costs (not placed in service) [Member] | ||
Remaining Useful Life | 3 years | 3 years |
Cost | $ 2,443,038 | $ 1,482,541 |
Accumulated Amortization | 507,322 | 213,518 |
Net Carrying Value | $ 1,935,716 | $ 1,269,023 |
Web Platform [Member] | ||
Remaining Useful Life | 4 years | 4 years |
Cost | $ 598,099 | $ 598,099 |
Accumulated Amortization | $ 598,099 | 598,099 |
Trademark [Member] | ||
Cost | 5,430 | |
Net Carrying Value | $ 5,430 |
Website Development Costs and_4
Website Development Costs and Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Amortization of intangibles | $ 293,804 | $ 211,158 |
Trademark aquisition cost | 670 | 1,480 |
Website development costs | 508,566 | 685,414 |
Accumulated depreciation | 181,730 | |
Proceeds from sale of intangible assets | 181,730 | |
Right to Purchase Land Parccels [Member] | ||
Impaired Assets | 600,000 | 600,000 |
Website Development Cost [Member] | ||
Amortization of intangibles | 293,804 | |
Website development costs | 211,155 | |
Write-off non-performing platforms | 2,085,000 | |
Website Development Costs (not placed in service) [Member] | ||
Impaired Assets | 1,485,000 | 1,485,000 |
EXVG.com [Member] | ||
Website development costs | 1,485,000 | $ 2,103,703 |
Trademarks [Member] | ||
Website development costs | $ 960,497 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) - USD ($) | Aug. 24, 2017 | Nov. 30, 2017 | Oct. 31, 2017 | Sep. 30, 2017 | Aug. 31, 2017 | Feb. 28, 2019 | Feb. 28, 2018 |
Debt Conversion and Voting Agreement [Member] | Mr. Mark Wilton [Member] | |||||||
Aggregate principal balance | $ 1,409,326 | ||||||
6% Convertible Notes Payable Due December 17, 2017 [Member] | |||||||
Aggregate principal balance | $ 0 | $ 1,409,326 | |||||
Interest expense | $ 0 | $ 135,000 | |||||
Convertible Notes Payable Amended [Member] | Debt Conversion and Voting Agreement [Member] | Mr. Mark Wilton [Member] | |||||||
Debt instrument, interest rate, stated percentage rate | 6.00% | ||||||
Aggregate principal balance | $ 1,409,326 | $ 1,409,326 | |||||
Maturity date | Dec. 17, 2017 | ||||||
Description of conversion price | Conversion price equal to 80% of the 5 day trailing average closing price of our common stock prior to conversion. | ||||||
Additional cash paid | $ 45,000 | $ 15,000 | $ 15,000 | $ 15,000 | |||
Convertible Notes Payable Amended [Member] | Debt Conversion and Voting Agreement [Member] | Mr. Mark Wilton [Member] | Common Stock [Member] | |||||||
Number of shares issued upon debt conversion | 281,866 | ||||||
Convertible Notes Payable Amended [Member] | Debt Conversion and Voting Agreement [Member] | Mr. Mark Wilton [Member] | Restricted Common Stock [Member] | |||||||
Number of shares issued upon debt conversion | 281,866 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - Line of Credit [Member] - USD ($) | Sep. 15, 2017 | Jun. 15, 2016 | Feb. 28, 2019 | Feb. 28, 2018 | Dec. 22, 2016 |
Short-term Debt [Line Items] | |||||
Interest charged | $ 72,939 | $ 62,790 | |||
Accrued interest | 0 | 0 | |||
Revolving Line Of Credit Agreement [Member] | Republic Bank, Inc. [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt maturity date | Jun. 15, 2017 | ||||
Borrowing capacity | $ 1,000,000 | $ 1,200,000 | |||
Basis spread on line of credit | 1.00% | ||||
New Revolving Line of Credit Agreement [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt maturity date | Sep. 15, 2018 | ||||
Borrowing capacity | $ 1,200,000 | ||||
Basis spread on line of credit | 1.00% | ||||
Current draws amount | $ 1,193,000 | $ 1,193,000 |
Deferred Gain (Details Narrativ
Deferred Gain (Details Narrative) - USD ($) | 12 Months Ended | |||
Feb. 28, 2019 | Jul. 02, 2018 | Feb. 28, 2018 | Aug. 31, 2017 | |
Deferred gain | $ 2,900,000 | |||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | ||||
Notes receivable face amount | $ 2,900,000 | |||
Conversion price (in dollars per share) | $ 1 | $ 0.75 | ||
Outstanding principal balance | $ 2,900,000 | $ 0 | ||
Allowance for bad debt | 2,900,000 | |||
Promissory note repurchased provisory | $ 3,866,667 | |||
Deferred gain | $ 2,900,000 | $ 2,900,000 | ||
Beneficial ownership percentage | 4.99% | |||
Purchase Agreement [Member] | Voyages North America, LLC [Member] | ||||
Business acquisition, percentage of voting interests acquired | 71.50% | |||
Purchase Agreement [Member] | Voyages North America, LLC [Member] | Non-core [Member] | ||||
Amount of assets sold | $ 2,900,000 | |||
Net book value of sold assets | $ 0 | |||
Purchase Agreement [Member] | Launch360 Media, Inc. [Member] | ||||
Business acquisition, percentage of voting interests acquired | 10.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Warrants, Outstanding [Roll Forward] | ||
Outstanding, beginning | 1,118,941 | 808,039 |
Warrants granted | 899,000 | 1,285,819 |
Warrants exercised/forfeited/expired | (287,000) | (974,917) |
Outstanding, ending | 1,730,941 | 1,118,941 |
Common stock issuable upon exercise of warrants | 1,118,941 | |
Warrants, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning | $ 5.27 | $ 4.72 |
Warrants granted | 2.85 | 4.18 |
Warrants exercised/forfeited/expired | (4.22) | (3.63) |
Outstanding, ending | 3.9 | $ 5.27 |
Common stock issuable upon exercise of warrants | $ 5,891,297 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - Warrant [Member] | 12 Months Ended |
Feb. 28, 2019$ / sharesshares | |
Warrants Outstanding, Number Outstanding | shares | 1,730,941 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 3 months 29 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 3.90 |
Warrants Exercisable, Number Exercisable | shares | 1,730,941 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 3.90 |
Exercise Price $1.25 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 16,800 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 1.25 |
Warrants Exercisable, Number Exercisable | shares | 16,800 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 1.25 |
Exercise Price $2.85 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 899,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 6 months 22 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.85 |
Warrants Exercisable, Number Exercisable | shares | 899,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.85 |
Exercise Price $3.75 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 30,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 3.75 |
Warrants Exercisable, Number Exercisable | shares | 30,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 3.75 |
Exercise Price $5.00 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 295,520 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 5 |
Warrants Exercisable, Number Exercisable | shares | 295,520 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 5 |
Exercise Price $5.13 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 416,769 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 9 months 11 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 5.13 |
Warrants Exercisable, Number Exercisable | shares | 477,421 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.13 |
Exercise Price $5.25 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 30,562 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 1 day |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 5.25 |
Warrants Exercisable, Number Exercisable | shares | 30,562 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.25 |
Exercise Price $5.63 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 21,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 5.63 |
Warrants Exercisable, Number Exercisable | shares | 21,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.63 |
Exercise Price $6.25 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 1,200 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 6.25 |
Warrants Exercisable, Number Exercisable | shares | 1,200 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 6.25 |
Exercise Price $7.50 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 20,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 7.50 |
Warrants Exercisable, Number Exercisable | shares | 20,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 7.50 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details Narrative) | Dec. 06, 2018USD ($)shares | Feb. 06, 2018 | Jan. 29, 2018USD ($)$ / sharesshares | Jan. 10, 2018USD ($)$ / sharesshares | Dec. 12, 2017USD ($)$ / sharesshares | Sep. 22, 2017shares | Aug. 11, 2017$ / sharesshares | Jul. 31, 2017$ / sharesshares | Jul. 28, 2017shares | Apr. 19, 2017USD ($)shares | Sep. 08, 2016$ / shares | Aug. 26, 2016shares | May 25, 2001$ / sharesshares | Sep. 29, 2018USD ($)shares | Jun. 28, 2018USD ($)shares | Jul. 31, 2017USD ($)$ / shares | Nov. 30, 2018shares | Feb. 28, 2019USD ($)$ / sharesshares | Feb. 28, 2018USD ($)$ / sharesshares | Jan. 11, 2018USD ($)shares | Jan. 10, 2018USD ($)$ / sharesshares | Feb. 28, 2017USD ($)shares | Jan. 29, 2018$ / sharesshares | Feb. 21, 2018$ / shares | Jan. 26, 2017$ / shares | Jan. 11, 2017$ / shares | Dec. 01, 2016$ / shares | Nov. 30, 2016USD ($) | Jul. 08, 2016$ / shares | Mar. 15, 2016$ / shares | Feb. 28, 2014$ / shares | Jul. 09, 2013$ / shares |
Preferred stock, authorized | 3,000,000 | 3,000,000 | ||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||
Common stock, authorized | 500,000,000 | 500,000,000 | ||||||||||||||||||||||||||||||
Reverse stock split, ratio | 0.4 | |||||||||||||||||||||||||||||||
Preferred stock, issued | 0 | 0 | ||||||||||||||||||||||||||||||
Preferred stock, outstanding | 0 | 0 | ||||||||||||||||||||||||||||||
Value of shares retired | $ | $ 1,039,500 | |||||||||||||||||||||||||||||||
Number of shares retired | 140,000 | |||||||||||||||||||||||||||||||
Value of share related to investor services. | $ | $ 140,000 | |||||||||||||||||||||||||||||||
Warrants issued for penalties | $ | $ 1,972,800 | |||||||||||||||||||||||||||||||
Value of shares issued for stock compensation | $ | $ 649,210 | $ 805,876 | ||||||||||||||||||||||||||||||
Derivative liability | $ | $ 0 | |||||||||||||||||||||||||||||||
Common stock, issued | 9,590,956 | 8,001,266 | ||||||||||||||||||||||||||||||
Common stock, outstanding | 9,590,956 | 8,001,266 | ||||||||||||||||||||||||||||||
Proceeds from warrant exercised | $ | $ 385,875 | $ 1,962,418 | ||||||||||||||||||||||||||||||
Non-Voting Series C 10% Cumulative Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Aggregate number of shares agreed to convert | 13,100 | |||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Aggregate number of shares agreed to convert | 110,156 | |||||||||||||||||||||||||||||||
Non-Voting Series B 10% Cumulative Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Aggregate number of shares agreed to convert | 110,200 | |||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, authorized | 3,000,000 | |||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 1.25 | $ 5 | |||||||||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | |||||||||||||||||||||||||||||||
Dividends in arrears | $ | $ 1,102,066 | $ 1,005,233 | ||||||||||||||||||||||||||||||
Preferred stock, issued | 0 | 0 | ||||||||||||||||||||||||||||||
Preferred stock, outstanding | 0 | 0 | ||||||||||||||||||||||||||||||
Number of shares conversion | 1,869,611 | |||||||||||||||||||||||||||||||
Description of voting rights | One hundred (100) votes for each share of Series A Preferred Stock. | |||||||||||||||||||||||||||||||
Common stock, issued | 8,001,266 | |||||||||||||||||||||||||||||||
Common stock, outstanding | 8,001,266 | |||||||||||||||||||||||||||||||
Pacific Grove Capital LP (Pacific) [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 458,500 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 1,203,563 | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.625 | $ 2.625 | ||||||||||||||||||||||||||||||
Monaco Investment Partners II, LP [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 21,000 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 105,000 | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5 | |||||||||||||||||||||||||||||||
Mr. Donald P. Monaco & Mr. William Kerby [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares converted | 1,869,611 | |||||||||||||||||||||||||||||||
Mr. William Kerby [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 2,000 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 10,500 | |||||||||||||||||||||||||||||||
Omar Jimenez [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | 100,000 | ||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 250,000 | $ 250,000 | ||||||||||||||||||||||||||||||
Charcoal Investment Ltd [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 200,000 | |||||||||||||||||||||||||||||||
Monaco Investment Partners II LP [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 19,000 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 95,000 | |||||||||||||||||||||||||||||||
First Amendment To Warrant (Amendment) agreement [Member] | Pacific Grove Capital LP (Pacific) [Member] | ||||||||||||||||||||||||||||||||
Number of warrants granted | 350,000 | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.625 | 2.625 | ||||||||||||||||||||||||||||||
Certificate of Withdrawal of Certificate of Designations [Member] | Non-Voting Series C 10% Cumulative Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, authorized | 3,000,000 | |||||||||||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | |||||||||||||||||||||||||||||||
Certificate of Withdrawal of Certificate of Designations [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, authorized | 3,000,000 | |||||||||||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | |||||||||||||||||||||||||||||||
Certificate of Withdrawal of Certificate of Designations [Member] | Non-Voting Series B 10% Cumulative Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, authorized | 3,000,000 | |||||||||||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | |||||||||||||||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5 | |||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Pacific Grove Capital LP (Pacific) [Member] | ||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5.13 | |||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Key Distributor [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 100,000 | |||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Stephen Rohsdahl [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 50,000 | |||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Mr. Robert J. Post [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 25,000 | |||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Mr. Pat LaVecchia [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 10,000 | |||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Mr. Donald P. Monaco [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 175,000 | |||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Mr. Simon Orange [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 175,000 | |||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Mr. William Kerby [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 50,000 | |||||||||||||||||||||||||||||||
Common Stock and Warrant Purchase Agreement [Member] | Mr. William Kerby & Mr. Donald P. Monaco [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares converted | 1,869,611 | |||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 11,141,810 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 479,098 | |||||||||||||||||||||||||||||||
Anti-dilution share received | 4,390 | |||||||||||||||||||||||||||||||
Value of anti dilutive share received | $ | $ 21,248 | |||||||||||||||||||||||||||||||
Number of shares conversion | 1,495,689 | |||||||||||||||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | 444,712 | |||||||||||||||||||||||||||||||
Number of shares issued for stock compensation | 503,300 | 130,920 | ||||||||||||||||||||||||||||||
Value of shares issued for stock compensation | $ | $ 5 | $ 1 | ||||||||||||||||||||||||||||||
Number of warrants exercised | 147,000 | 625,278 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Charcoal Investment Ltd [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 428,572 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 300,000 | |||||||||||||||||||||||||||||||
Common Stock [Member] | Mr. William Kerby [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 25,000 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 38,500 | |||||||||||||||||||||||||||||||
Common Stock [Member] | Omar Jimenez [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 428,572 | 270,000 | ||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 300,000 | $ 353,700 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 905,000 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 1,900,500 | |||||||||||||||||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 724,000 | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.85 | |||||||||||||||||||||||||||||||
Common Stock [Member] | Warrant Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 613,000 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 613,000 | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5 | |||||||||||||||||||||||||||||||
Common Stock [Member] | Stadlin Trust Common Stock and Warrant Agreement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 1,220 | |||||||||||||||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 14,458 | 613,000 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Common Stock and Warrant Purchase Agreement [Member] | Mr. William Kerby & Mr. Donald P. Monaco [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued upon stock conversion | 3,789,222 | |||||||||||||||||||||||||||||||
Common Stock [Member] | Assets Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 140,000 | |||||||||||||||||||||||||||||||
RestrictedCommon Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 625,278 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 1,962,418 | |||||||||||||||||||||||||||||||
Number of shares issued for stock compensation | 130,920 | |||||||||||||||||||||||||||||||
Value of shares issued for stock compensation | $ | $ 805,876 | |||||||||||||||||||||||||||||||
Number of shares issued for conversion of notes payable and accrued interest | 281,866 | |||||||||||||||||||||||||||||||
Value of shares issued for conversion of notes payable and accrued interest | $ | $ 1,409,326 | |||||||||||||||||||||||||||||||
Number of shares issued for settlement of agreement | 8,000 | |||||||||||||||||||||||||||||||
Value of shares issued for settlement of agreement | $ | $ 42,800 | |||||||||||||||||||||||||||||||
RestrictedCommon Stock [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 700,768 | 1,130,546 | ||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 3,065,000 | $ 4,329,939 | ||||||||||||||||||||||||||||||
Number of shares cancelled | 277,686 | |||||||||||||||||||||||||||||||
Value of cancelled shares previously issued | $ | $ 1,616,771 | |||||||||||||||||||||||||||||||
RestrictedCommon Stock [Member] | Omar Jimenez [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 268,000 | |||||||||||||||||||||||||||||||
RestrictedCommon Stock [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 147,000 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 385,875 | |||||||||||||||||||||||||||||||
Number of warrants granted | 503,300 | |||||||||||||||||||||||||||||||
Number of warrants granted for consulting fees | 649,211 | |||||||||||||||||||||||||||||||
Value of share related to investor services. | $ | $ 315,000 | |||||||||||||||||||||||||||||||
Number of shares issued related to investor services. | 150,000 | |||||||||||||||||||||||||||||||
Value of shares related to employee services | $ | $ 21,300 | |||||||||||||||||||||||||||||||
Number of shares issued related to employee services | 15,000 | |||||||||||||||||||||||||||||||
Number of shares issued for settlement of agreement | 20,000 | |||||||||||||||||||||||||||||||
Value of shares issued for settlement of agreement | $ | $ 46,200 | |||||||||||||||||||||||||||||||
RestrictedCommon Stock [Member] | Platform Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Value of shares retired | $ | $ 1,039,500 | |||||||||||||||||||||||||||||||
Number of shares retired | 140,000 | |||||||||||||||||||||||||||||||
RestrictedCommon Stock [Member] | Land Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 306,632 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 1,765,834 | |||||||||||||||||||||||||||||||
RestrictedCommon Stock [Member] | Assets Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 235,583 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 1,690,001 | |||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||
Number of warrants granted | 899,000 | 1,285,819 | ||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5.25 | |||||||||||||||||||||||||||||||
Warrant [Member] | Common Stock Subscriptions [Member] | ||||||||||||||||||||||||||||||||
Number of warrants granted | 724,000 | |||||||||||||||||||||||||||||||
Number of warrants granted for consulting fees | 175,000 | |||||||||||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 1,130,546 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 4,329,939 | |||||||||||||||||||||||||||||||
Warrant [Member] | Stephen Rohsdahl [Member] | ||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.25 | $ 0.625 | $ 0.625 | |||||||||||||||||||||||||||||
Warrant [Member] | Mr. William Kerby [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 2,000 | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5.25 | |||||||||||||||||||||||||||||||
Warrant [Member] | Mr. Simon Orange (Charcoal Investments Ltd) [Member] | ||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 6.25 | $ 5 | ||||||||||||||||||||||||||||||
Warrant expiration date | Sep. 7, 2017 | |||||||||||||||||||||||||||||||
Warrant [Member] | Charcoal Investment Ltd [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | 5 | |||||||||||||||||||||||||||||||
Warrant [Member] | Monaco Investment Partners II LP [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 19,000 | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | 5 | |||||||||||||||||||||||||||||||
Warrant [Member] | Donald P. Monaco Insurance Trust [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 24,800 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 130,200 | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5.25 | |||||||||||||||||||||||||||||||
Warrant [Member] | Stadlin Trust Common Stock and Warrant Agreement [Member] | ||||||||||||||||||||||||||||||||
Number of warrants granted | 20,000 | 9,800 | ||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.625 | $ 5.125 | $ 2.625 | |||||||||||||||||||||||||||||
Number of warrants exercised | 29,800 | |||||||||||||||||||||||||||||||
Proceeds from warrant exercised | $ | $ 78,225 | |||||||||||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||
Number of warrants granted | 613,000 | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5.125 | $ 5.25 | $ 5.25 | $ 5.125 | ||||||||||||||||||||||||||||
Warrant expiration date | Jul. 30, 2022 | |||||||||||||||||||||||||||||||
Warrant [Member] | Purchase Agreement [Member] | Pacific Grove Capital LP (Pacific) [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued | 14,458 | |||||||||||||||||||||||||||||||
Value of number of shares issued | $ | $ 70,483 | |||||||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Preferred stock, authorized | 100,000,000 | |||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details Narrative 1) - USD ($) | Dec. 06, 2018 | Jan. 29, 2018 | Jan. 10, 2018 | Dec. 22, 2017 | Dec. 12, 2017 | Sep. 15, 2017 | Aug. 24, 2017 | Aug. 11, 2017 | Jul. 31, 2017 | Jun. 16, 2017 | Apr. 19, 2017 | Jan. 26, 2017 | Dec. 20, 2016 | Sep. 08, 2016 | Aug. 23, 2016 | Jul. 08, 2016 | Jun. 15, 2016 | May 31, 2016 | Mar. 17, 2016 | Mar. 15, 2016 | Nov. 21, 2017 | Aug. 31, 2017 | Mar. 10, 2017 | Jul. 31, 2017 | Nov. 30, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | Jan. 11, 2018 | Jan. 10, 2018 | Feb. 28, 2017 | Aug. 31, 2018 | Feb. 21, 2018 | Nov. 14, 2017 | Jun. 02, 2017 | Jan. 11, 2017 | Dec. 22, 2016 | Dec. 01, 2016 | Oct. 26, 2016 | May 03, 2016 | Apr. 17, 2016 | May 25, 2001 |
Share price (in dollars per share) | $ 2.097 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, outstanding | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Common stock, outstanding | 9,590,956 | 8,001,266 | |||||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercised | $ 385,875 | $ 1,962,418 | |||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, outstanding | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Common stock, outstanding | 8,001,266 | ||||||||||||||||||||||||||||||||||||||||
Dividends in arrears | $ 1,102,066 | $ 1,005,233 | |||||||||||||||||||||||||||||||||||||||
6% Convertible Notes Payable Due December 17, 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 0 | $ 1,409,326 | |||||||||||||||||||||||||||||||||||||||
Pacific Grove Capital LP (Pacific) [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.625 | $ 2.625 | |||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 350,000 | 350,000 | |||||||||||||||||||||||||||||||||||||||
Number of shares issued | 458,500 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 1,203,563 | ||||||||||||||||||||||||||||||||||||||||
Additional warrant purchase | 108,500 | 108,500 | |||||||||||||||||||||||||||||||||||||||
Monaco Investment Partners II, LP [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5 | ||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 21,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 21,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 105,000 | ||||||||||||||||||||||||||||||||||||||||
Mr. Mark Wilton [Member] | |||||||||||||||||||||||||||||||||||||||||
Value of number of units issued | $ 60,000 | ||||||||||||||||||||||||||||||||||||||||
Number of units issued | 24,000 | ||||||||||||||||||||||||||||||||||||||||
Total value of number of units issued | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||
Mr. Donald P. Monaco & Mr. William Kerby [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares converted | 1,869,611 | ||||||||||||||||||||||||||||||||||||||||
Number of common shares issued upon conversion | 1,495,689 | ||||||||||||||||||||||||||||||||||||||||
Stephen Rohsdahl [Member] | |||||||||||||||||||||||||||||||||||||||||
Value of number of units issued | $ 120,000 | ||||||||||||||||||||||||||||||||||||||||
Number of units issued | 48,000 | ||||||||||||||||||||||||||||||||||||||||
Total value of number of units issued | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||
Mr. Robert J. Post [Member] | |||||||||||||||||||||||||||||||||||||||||
Value of number of units issued | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Number of units issued | 20,000 | ||||||||||||||||||||||||||||||||||||||||
Mr. Pat LaVecchia [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 6.25 | ||||||||||||||||||||||||||||||||||||||||
Share conversion price (in dollars per share) | $ 6.25 | ||||||||||||||||||||||||||||||||||||||||
Mr. William Kerby [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 2,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 10,500 | ||||||||||||||||||||||||||||||||||||||||
Mr. William Kerby [Member] | 6% Promissory Note Payable [Member] | In Room Retail, Inc. [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from borrowing | $ 37,500 | ||||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 37,500 | ||||||||||||||||||||||||||||||||||||||||
Omar Jimenez [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 250,000 | $ 250,000 | |||||||||||||||||||||||||||||||||||||||
Mr. Simon Orange (Charcoal Investments Ltd) [Member] | |||||||||||||||||||||||||||||||||||||||||
Value of number of units issued | $ 345,000 | ||||||||||||||||||||||||||||||||||||||||
Number of units issued | 55,200 | ||||||||||||||||||||||||||||||||||||||||
Unit price (in dollars per unit) | $ 6.25 | ||||||||||||||||||||||||||||||||||||||||
Mr. Donald Monaco (Donald P Monaco Insurance Trust) [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of units issued | 24,000 | ||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 3.75 | ||||||||||||||||||||||||||||||||||||||||
Number of warrants called | 24,000 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from borrowing | $ 90,000 | ||||||||||||||||||||||||||||||||||||||||
Mr. Donald Monaco (Donald P Monaco Insurance Trust) [Member] | 6% Convertible Notes Payable Due June 24, 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||
Debt default interest rate | 12.00% | ||||||||||||||||||||||||||||||||||||||||
Mr. Donald Monaco (Monaco Investment Partners II, LP & Donald P Monaco Insurance Trust) [Member] | |||||||||||||||||||||||||||||||||||||||||
Value of number of units issued | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||
Number of units issued | 40,000 | ||||||||||||||||||||||||||||||||||||||||
Fourteen Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||
Value of number of units issued | $ 1,550,000 | ||||||||||||||||||||||||||||||||||||||||
Number of units issued | 310,000 | ||||||||||||||||||||||||||||||||||||||||
Unit price (in dollars per unit) | $ 5 | ||||||||||||||||||||||||||||||||||||||||
Monaco Investment Partners II LP [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 19,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 95,000 | ||||||||||||||||||||||||||||||||||||||||
Charcoal Investment Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 49,411 | ||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 44,470,101 | ||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 20,000 | ||||||||||||||||||||||||||||||||||||||||
New Revolving Line of Credit Agreement [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||||||||||||||||
Lines of credit maximum borrowing capacity | $ 1,200,000 | ||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Sep. 15, 2018 | ||||||||||||||||||||||||||||||||||||||||
Basis spread on line of credit | 1.00% | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion and Voting Agreement [Member] | Mr. Mark Wilton [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 1,409,326 | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion and Voting Agreement [Member] | Mr. Mark Wilton [Member] | Convertible Notes Payable Amended [Member] | |||||||||||||||||||||||||||||||||||||||||
Debt face amount | $ 1,409,326 | $ 1,409,326 | |||||||||||||||||||||||||||||||||||||||
Debt Conversion and Voting Agreement [Member] | Mr. Mark Wilton [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 281,866 | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion and Voting Agreement [Member] | Mr. Mark Wilton [Member] | Restricted Common Stock [Member] | Convertible Notes Payable Amended [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued upon conversion | 281,866 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5 | ||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 613,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 6.25 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 240,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Pacific Grove Capital LP (Pacific) [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.13 | ||||||||||||||||||||||||||||||||||||||||
Additional warrant purchase | 4,390 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Key Distributor [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 20,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 100,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Mr. Donald P. Monaco [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 35,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 175,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Stephen Rohsdahl [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 10,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Mr. Robert J. Post [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 5,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 25,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Mr. Simon Orange [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 35,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 175,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Mr. Pat LaVecchia [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 2,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 10,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Mr. William Kerby [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of warrants exercised | 10,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Michael Heinze, Michael Kistner and Rebecca Dernbach [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 5.75 | ||||||||||||||||||||||||||||||||||||||||
Common Stock and Warrant Purchase Agreement [Member] | Mr. William Kerby & Mr. Donald P. Monaco [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares converted | 1,869,611 | ||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Mr. Simon Orange (Charcoal Investments Ltd) [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||||
Value of number of units issued | $ 750,000 | ||||||||||||||||||||||||||||||||||||||||
Revolving Line Of Credit Agreement [Member] | Republic Bank, Inc. [Member] | Revolving Credit Facility Due June 15, 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from lines of credit | $ 450,000 | ||||||||||||||||||||||||||||||||||||||||
Revolving Line Of Credit Agreement [Member] | Line of Credit [Member] | Republic Bank, Inc. [Member] | |||||||||||||||||||||||||||||||||||||||||
Lines of credit maximum borrowing capacity | $ 1,000,000 | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jun. 15, 2017 | ||||||||||||||||||||||||||||||||||||||||
Basis spread on line of credit | 1.00% | ||||||||||||||||||||||||||||||||||||||||
First Amendment To Warrant (Amendment) agreement [Member] | Pacific Grove Capital LP (Pacific) [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.625 | $ 2.625 | |||||||||||||||||||||||||||||||||||||||
Additional warrant purchase | 108,500 | 108,500 | 147,000 | ||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.25 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,130,546 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 4,329,939 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Mr. Mark Wilton [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of share consist in each unit | 2 | ||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Stephen Rohsdahl [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of share consist in each unit | 2 | ||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.625 | $ 0.625 | $ 1.25 | ||||||||||||||||||||||||||||||||||||||
Number of warrants called | 38,400 | 34,000 | |||||||||||||||||||||||||||||||||||||||
Proceeds from warrant issuance | $ 24,000 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Mr. William Kerby [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.25 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 2,000 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Mr. Simon Orange (Charcoal Investments Ltd) [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of share consist in each unit | 1 | ||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5 | $ 6.25 | |||||||||||||||||||||||||||||||||||||||
Debt original converted amount | $ 316,000 | ||||||||||||||||||||||||||||||||||||||||
Number of warrants called | 63,200 | ||||||||||||||||||||||||||||||||||||||||
Warrant expiration date | Sep. 7, 2017 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Mr. Donald Monaco (Donald P Monaco Insurance Trust) [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 3.75 | $ 3.75 | $ 3.75 | ||||||||||||||||||||||||||||||||||||||
Number of warrants called | 112,000 | 120,000 | 80,000 | ||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Fourteen Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of share consist in each unit | 1 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Donald P. Monaco Insurance Trust [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | 5.25 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 24,800 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 130,200 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Monaco Investment Partners II LP [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | 5 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 19,000 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Charcoal Investment Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Stadlin Trust Common Stock and Warrant Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.625 | $ 5.125 | |||||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercised | $ 78,225 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.125 | $ 5.25 | $ 5.25 | $ 5.125 | |||||||||||||||||||||||||||||||||||||
Warrant expiration date | Jul. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Purchase Agreement [Member] | Pacific Grove Capital LP (Pacific) [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 14,458 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 70,483 | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of share consist in each unit | 542,215 | ||||||||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 0.043 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 11,141,810 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 479,098 | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Mr. Mark Wilton [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of share consist in each unit | 1 | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Stephen Rohsdahl [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of share consist in each unit | 1 | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Mr. Pat LaVecchia [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion, value | $ 800 | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Mr. Simon Orange (Charcoal Investments Ltd) [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of share consist in each unit | 1 | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Charcoal Investment Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 0.70 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 428,572 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Stadlin Trust Common Stock and Warrant Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,220 | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 14,458 | 613,000 | |||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Debt Conversion and Voting Agreement [Member] | Mr. Mark Wilton [Member] | Convertible Notes Payable Amended [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued upon conversion | 281,866 | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Common Stock and Warrant Purchase Agreement [Member] | Mr. William Kerby & Mr. Donald P. Monaco [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued upon stock conversion | 3,789,222 | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Assets Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 140,000 | ||||||||||||||||||||||||||||||||||||||||
RestrictedCommonStockMember | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 625,278 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 1,962,418 | ||||||||||||||||||||||||||||||||||||||||
RestrictedCommonStockMember | Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 700,768 | 1,130,546 | |||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 3,065,000 | $ 4,329,939 | |||||||||||||||||||||||||||||||||||||||
RestrictedCommonStockMember | Omar Jimenez [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 268,000 | ||||||||||||||||||||||||||||||||||||||||
RestrictedCommonStockMember | Fourteen Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of share consist in each unit | 1 | ||||||||||||||||||||||||||||||||||||||||
RestrictedCommonStockMember | Assets Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 235,583 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 1,690,001 | ||||||||||||||||||||||||||||||||||||||||
RestrictedCommonStockMember | Land Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 306,632 | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 1,765,834 |
Stockholders' Deficit (Detail_4
Stockholders' Deficit (Details Narrative 2) - USD ($) | Dec. 06, 2018 | Jul. 02, 2018 | Jan. 29, 2018 | Jan. 10, 2018 | Dec. 12, 2017 | Aug. 11, 2017 | Jul. 31, 2017 | Apr. 19, 2017 | Aug. 23, 2016 | Sep. 29, 2018 | Sep. 26, 2018 | Nov. 30, 2018 | Feb. 28, 2019 | Feb. 28, 2018 | Jan. 11, 2018 | Jan. 10, 2018 | Oct. 02, 2018 | Aug. 31, 2018 | Aug. 24, 2018 | Aug. 14, 2018 | Jul. 28, 2018 | Feb. 21, 2018 | Feb. 28, 2017 | Jan. 26, 2017 | Jan. 11, 2017 | Dec. 01, 2016 | Oct. 26, 2016 | Sep. 08, 2016 | Jul. 08, 2016 | May 31, 2016 | May 03, 2016 | Apr. 17, 2016 | Mar. 17, 2016 | Mar. 15, 2016 | Feb. 29, 2016 | May 25, 2001 |
Operating expenses | $ 5,332,153 | $ 7,826,115 | ||||||||||||||||||||||||||||||||||
Share price (in dollar per shares) | $ 2.097 | |||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 5 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 11,141,810 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 479,098 | |||||||||||||||||||||||||||||||||||
Share price (in dollar per shares) | $ 0.043 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | Stadlin Trust Common Stock and Warrant Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,220 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 14,458 | 613,000 | ||||||||||||||||||||||||||||||||||
Common Stock [Member] | Assets Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 140,000 | |||||||||||||||||||||||||||||||||||
RestrictedCommonStockMember | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 625,278 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 1,962,418 | |||||||||||||||||||||||||||||||||||
RestrictedCommonStockMember | Land Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 306,632 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 1,765,834 | |||||||||||||||||||||||||||||||||||
RestrictedCommonStockMember | Assets Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 235,583 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 1,690,001 | |||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 5.25 | |||||||||||||||||||||||||||||||||||
Warrant [Member] | Stadlin Trust Common Stock and Warrant Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 2.625 | $ 5.125 | ||||||||||||||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 5.125 | $ 5.25 | $ 5.125 | |||||||||||||||||||||||||||||||||
William Kerby [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 25,000 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 38,500 | |||||||||||||||||||||||||||||||||||
Donald P. Monaco [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 428,572 | 270,000 | ||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 300,000 | $ 353,700 | ||||||||||||||||||||||||||||||||||
Donald P. Monaco [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Share price (in dollar per shares) | $ 0.70 | |||||||||||||||||||||||||||||||||||
Charcoal Investment Ltd [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 200,000 | |||||||||||||||||||||||||||||||||||
Charcoal Investment Ltd [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 428,572 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 300,000 | |||||||||||||||||||||||||||||||||||
Share price (in dollar per shares) | $ 0.70 | |||||||||||||||||||||||||||||||||||
Charcoal Investment Ltd [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | |||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 5 | |||||||||||||||||||||||||||||||||||
Pacific Grove Capital LP (Pacific) [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 458,500 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 1,203,563 | |||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 2.625 | 2.625 | ||||||||||||||||||||||||||||||||||
Pacific Grove Capital LP (Pacific) [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 5.13 | |||||||||||||||||||||||||||||||||||
Pacific Grove Capital LP (Pacific) [Member] | First Amendment To Warrant (Amendment) agreement [Member] | ||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 2.625 | $ 2.625 | ||||||||||||||||||||||||||||||||||
Pacific Grove Capital LP (Pacific) [Member] | Warrant [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 14,458 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 70,483 | |||||||||||||||||||||||||||||||||||
Monaco Investment Partners II, LP [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 21,000 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 105,000 | |||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 5 | |||||||||||||||||||||||||||||||||||
Key Distributor [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 100,000 | |||||||||||||||||||||||||||||||||||
Stephen Rohsdahl [Member] | Ownership [Member] | ||||||||||||||||||||||||||||||||||||
Percentage of ownership | 5.00% | |||||||||||||||||||||||||||||||||||
Stephen Rohsdahl [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 50,000 | |||||||||||||||||||||||||||||||||||
Stephen Rohsdahl [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 1.25 | $ 0.625 | $ 0.625 | |||||||||||||||||||||||||||||||||
Mr. Robert J. Post [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 25,000 | |||||||||||||||||||||||||||||||||||
Mr. Pat LaVecchia [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 10,000 | |||||||||||||||||||||||||||||||||||
Mr. Pat LaVecchia [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion, value | $ 800 | |||||||||||||||||||||||||||||||||||
William Kerby [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 2,000 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 10,500 | |||||||||||||||||||||||||||||||||||
William Kerby [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 50,000 | |||||||||||||||||||||||||||||||||||
William Kerby [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 2,000 | |||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | 5.25 | |||||||||||||||||||||||||||||||||||
Mr. Simon Orange [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 175,000 | |||||||||||||||||||||||||||||||||||
Mr. Donald P. Monaco [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 175,000 | |||||||||||||||||||||||||||||||||||
Donald P. Monaco [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | 100,000 | ||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 250,000 | $ 250,000 | ||||||||||||||||||||||||||||||||||
Donald P. Monaco [Member] | RestrictedCommonStockMember | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 40,000 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 268,000 | |||||||||||||||||||||||||||||||||||
Monaco Investment Partners II LP [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 19,000 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 95,000 | |||||||||||||||||||||||||||||||||||
Monaco Investment Partners II LP [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 19,000 | |||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | 5 | |||||||||||||||||||||||||||||||||||
Donald P. Monaco Insurance Trust [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued | 24,800 | |||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 130,200 | |||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 5.25 | |||||||||||||||||||||||||||||||||||
Mr. Simon Orange (Charcoal Investments Ltd) [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 5 | $ 6.25 | ||||||||||||||||||||||||||||||||||
Mr. Donald Monaco (Donald P Monaco Insurance Trust) [Member] | ||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 3.75 | |||||||||||||||||||||||||||||||||||
Mr. Donald Monaco (Donald P Monaco Insurance Trust) [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 3.75 | $ 3.75 | $ 3.75 | |||||||||||||||||||||||||||||||||
Mr. Mark Wilton [Member] | Ownership [Member] | ||||||||||||||||||||||||||||||||||||
Percentage of ownership | 5.00% | |||||||||||||||||||||||||||||||||||
Mr. Mark Wilton [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ 0.25 | |||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Mr. Donald P. Monaco [Member] | ||||||||||||||||||||||||||||||||||||
Debt face amount | $ 300,000 | $ 200,000 | ||||||||||||||||||||||||||||||||||
Maximum loan amount | $ 300,000 | $ 300,000 | ||||||||||||||||||||||||||||||||||
Accrues interest | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||
Debt default interest rate | 18.00% | 18.00% | ||||||||||||||||||||||||||||||||||
Promissory Note [Member] | William Kerby [Member] | ||||||||||||||||||||||||||||||||||||
Debt face amount | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||
Maximum loan amount | $ 20,000 | |||||||||||||||||||||||||||||||||||
Accrues interest | 12.00% | |||||||||||||||||||||||||||||||||||
Debt default interest rate | 18.00% | |||||||||||||||||||||||||||||||||||
Operating expenses | $ 7,500 | |||||||||||||||||||||||||||||||||||
Advance repaid | $ 7,500 | |||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Bettwork Industries, Inc. [Member] | ||||||||||||||||||||||||||||||||||||
Debt face amount | $ 230,000 | |||||||||||||||||||||||||||||||||||
Number of shares issued upon stock conversion | 1,000,000 | |||||||||||||||||||||||||||||||||||
Number of shares converted | 750,000 | |||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Bettwork Industries, Inc. [Member] | Common Stock [Member] | Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares converted | 2,133,333 | |||||||||||||||||||||||||||||||||||
Share price (in dollar per shares) | $ 0.75 | |||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Bettwork Industries, Inc. [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued upon stock conversion | 2,133,333 | |||||||||||||||||||||||||||||||||||
Number of shares converted | 1,600,000 | |||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Bettwork Industries, Inc. [Member] | ||||||||||||||||||||||||||||||||||||
Number of shares issued upon stock conversion | 2,900,000 | |||||||||||||||||||||||||||||||||||
Number of shares converted | 3,866,667 | |||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Dividends in arrears | $ 1,102,066 | $ 1,102,066 | $ 1,025,233 | $ 838,272 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Feb. 28, 2019USD ($) |
FYE 2019 | $ 117,712 |
FYE 2020 | 80,936 |
FYE 2021 and beyond | 10,171 |
Totals | 208,819 |
Office Lease [Member] | |
FYE 2019 | 77,534 |
FYE 2020 | 80,936 |
FYE 2021 and beyond | 10,171 |
Totals | 168,641 |
Other [Member] | |
FYE 2019 | 40,178 |
Totals | $ 40,178 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) | Dec. 22, 2017USD ($)$ / sharesshares | Mar. 28, 2016USD ($)shares | Jun. 10, 2013shares | Jul. 02, 2012USD ($)$ / sharesshares | May 31, 2017USD ($) | Feb. 28, 2019USD ($)ft²shares | Feb. 28, 2018USD ($)shares |
Rent expense | $ 76,191 | $ 79,665 | |||||
Rental payments | $ 72,430 | ||||||
Number of preferred share issued | shares | 0 | 0 | |||||
Value of preferred shares issued | $ 0 | $ 0 | |||||
Monthly rent 2017 | 6,695 | ||||||
Monthly rent 2018 | 6,896 | ||||||
Monthly rent 2019 | 6,243 | ||||||
Monthly rent 2020 | 6,492 | ||||||
Monthly rent 2021 | 6,781 | ||||||
Settlement amount | $ 450,945 | ||||||
Common stock value | $ 96 | $ 80 | |||||
Series B Preferred Stock [Member] | Subscription Agreement [Member] | |||||||
Number of preferred share issued | shares | 2,700 | ||||||
Value of preferred shares issued | $ 13,500 | ||||||
Series D Preferred Stock [Member] | Demand For Arbitration Litigation [Member] | |||||||
Claim amount | $ 700,000 | ||||||
Name of the claimants | Acknew Investments, Inc. and Vice Regal Developments\rInc. (Claimants) | ||||||
Series D Preferred Stock [Member] | Demand For Arbitration Litigation [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||
Number of preferred share issued | shares | 380,000 | ||||||
Value of preferred shares issued | $ 1,900,000 | ||||||
Actual value of preferred shares | 1,200,000 | ||||||
Balance value of preferred shares | $ 700,000 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Number of preferred share issued | shares | 0 | 0 | |||||
Lewis Global Partners [Member] | Series B Preferred Stock [Member] | |||||||
Description of conversion rights | Each $5.00 Preferred B Share into either shares of the Company or 100 shares of ‘Next 1 Realty’ (our then wholly-owned real estate division, which subsequently became Verus). | ||||||
Number of share upon conversion | shares | 270,000 | ||||||
Conversion price (in dollars per share) | $ / shares | $ 2.65 | ||||||
NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Settlement Agreement [Member] | |||||||
Number of shares issued | shares | 49,411 | ||||||
Settlement amount | $ 100,000 | ||||||
Amount of anti-dilution protection per shares (in dollar per shares) | $ / shares | $ 0.05 | ||||||
NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Settlement Agreement [Member] | Restricted Common Stock [Member] | |||||||
Number of shares issued | shares | 20,000 | ||||||
NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Series A Convertible Preferred Stock [Member] | Settlement Agreement [Member] | |||||||
Number of shares issued | shares | 44,470,101 | ||||||
Management [Member] | |||||||
Counter claim amount | $ 20,000,000 | ||||||
Domacile litigation | U.S. District Court for the Southern District of Florida | ||||||
Common Stock [Member] | |||||||
Number of shares issued | shares | 11,141,810 | ||||||
Common Stock [Member] | Lewis Global Partners [Member] | |||||||
Number of share fail to deliver | shares | 270,000 | ||||||
Damage alleged due | $ 715,500 | ||||||
Office [Member] | FLORIDA | |||||||
Area | ft² | 2,500 | ||||||
Office address | 2893 Executive Park Drive Suite 201, Weston, Florida 33331 | ||||||
Lease term | 3 years | ||||||
Office [Member] | FLORIDA | |||||||
Area | ft² | 2,500 | ||||||
Office address | 2690 Weston Road, Suite 200, Weston, Florida 33331 | ||||||
Lease term | 3 years |
Business Segment Reporting (Det
Business Segment Reporting (Details Narrative) | 12 Months Ended |
Feb. 28, 2019Number | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Feb. 28, 2019 | Feb. 28, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forwards | $ 28,358,903 | $ 29,904,863 |
Equity based compensation | 4,329,000 | 4,329,000 |
Amortization and impairment of intangibles | 76,389 | 43,890 |
Total deferred assets | 32,764,292 | 34,277,753 |
Valuation allowance | $ (32,764,292) | $ (34,277,753) |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory Federal income tax rate | (21.00%) | (21.00%) |
State taxes, net of Federal | (4.50%) | (5.00%) |
Permanent difference | 7.40% | 11.00% |
Change in valuation allowance | 18.10% | 15.00% |
Effective Income Tax Rate Reconciliation, Percent, Total | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Income Tax Disclosure [Abstract] | ||
Change in deferred tax assets valuation allowance, amount | $ 1,485,200 | |
Operating loss carryforwards | $ 32,000,000 | |
Operating loss carryforwards expiration dates | between 2029 and 2038 | |
Net operating loss carry-forwards | $ 28,358,903 | $ 29,904,863 |
Amortization and impairment of intangibles | 74,920 | $ 43,890 |
Current year tax loss | 1,516,230 | |
Increase in amortization | $ 31,030 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | |
Income (Numerator) | ||
Basic earnings (losses) | $ 4,298,563 | $ (10,037,142) |
Dilutive earnings | $ 4,298,563 | $ (10,037,142) |
Weighted Average Shares (Denominator) | ||
Basic earnings (loss) | 8,629,224 | 6,216,988 |
Dilutive earnings (loss) | 8,629,224 | 6,216,988 |
Per Share Amount | ||
Basic earnings | $ .50 | $ (1.61) |
Dilutive earnings | $ 0.50 | $ (1.61) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 29, 2019 | Apr. 25, 2019 | Apr. 10, 2019 | Apr. 03, 2019 | Mar. 28, 2019 | Mar. 05, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Jan. 11, 2018 | May 15, 2019 | May 14, 2019 | May 08, 2019 | May 07, 2019 | Mar. 31, 2019 | Mar. 12, 2019 | Aug. 31, 2018 | Feb. 28, 2018 | Feb. 21, 2018 | Jan. 11, 2017 | Oct. 26, 2016 | May 31, 2016 | May 03, 2016 | Apr. 17, 2016 |
Share price (in dollars per share) | $ 2.097 | ||||||||||||||||||||||
Number of common stock issued | 9,590,956 | 8,001,266 | |||||||||||||||||||||
Common stock price (in dollars per share) | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Number of common stock issued | 8,001,266 | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.25 | ||||||||||||||||||||||
Mr. Donald Monaco (Donald P Monaco Insurance Trust) [Member] | |||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 3.75 | ||||||||||||||||||||||
Mr. Donald Monaco (Donald P Monaco Insurance Trust) [Member] | Warrant [Member] | |||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 3.75 | $ 3.75 | $ 3.75 | ||||||||||||||||||||
Omar Jimenez [Member] | |||||||||||||||||||||||
Advances from officer | $ 607,000 | ||||||||||||||||||||||
Payments for advance | 491,000 | ||||||||||||||||||||||
Due balance | 116,000 | ||||||||||||||||||||||
Monaco Investment Partners II LP [Member] | |||||||||||||||||||||||
Number of share issued | 19,000 | ||||||||||||||||||||||
Monaco Investment Partners II LP [Member] | Warrant [Member] | |||||||||||||||||||||||
Number of share issued | 19,000 | ||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5 | ||||||||||||||||||||||
First Amendment To Amended Promissory Note [Member] | Bettwork Industries, Inc. [Member] | |||||||||||||||||||||||
Debt face amount | 40,000 | ||||||||||||||||||||||
Accrued interest | $ 9,255 | ||||||||||||||||||||||
Subsequent Event [Member] | William Kerby And Member Of Board Of Directors [Member] | |||||||||||||||||||||||
Debt face amount | $ 125,000 | ||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||
Default Rate | 18.00% | ||||||||||||||||||||||
Subsequent Event [Member] | William Kerby And Member Of Board Of Directors [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Due and payable date | Apr. 30, 2019 | ||||||||||||||||||||||
Subsequent Event [Member] | Omar Jimenez [Member] | |||||||||||||||||||||||
Advances from officer | $ 1,047,000 | $ 112,000 | $ 328,000 | ||||||||||||||||||||
Total advances from officer | $ 440,000 | ||||||||||||||||||||||
Payments for advance | 741,000 | $ 250,000 | |||||||||||||||||||||
Due balance | $ 306,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Monaco Investment Partners II LP [Member] | Warrant [Member] | |||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.85 | ||||||||||||||||||||||
Number of warrants exercised | 35,750 | ||||||||||||||||||||||
Number of common stock issued | 35,750 | ||||||||||||||||||||||
Subsequent Event [Member] | Sabby Volatility Warrant Fund [Member] | Warrant [Member] | |||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2 | $ 2 | $ 2 | ||||||||||||||||||||
Number of warrants exercised | 16,600 | 20,000 | 10,000 | ||||||||||||||||||||
Number of common stock issued | 16,600 | 20,000 | 10,000 | ||||||||||||||||||||
Subsequent Event [Member] | Hudson Bay Master Fund Ltd [Member] | Warrant [Member] | |||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2 | $ 2 | |||||||||||||||||||||
Number of warrants exercised | 10,000 | 30,000 | |||||||||||||||||||||
Number of common stock issued | 10,000 | 30,000 | |||||||||||||||||||||
Subsequent Event [Member] | First Amendment To Warrant Agreement [Member] | Mr. Donald Monaco (Donald P Monaco Insurance Trust) [Member] | Warrant [Member] | |||||||||||||||||||||||
Number of share issued | 35,750 | ||||||||||||||||||||||
Number of warrants exercised | 35,750 | ||||||||||||||||||||||
Total consideration received | $ 101,888 | ||||||||||||||||||||||
Subsequent Event [Member] | First Amendment To Warrant Agreement [Member] | Mr. Donald Monaco (Donald P Monaco Insurance Trust) [Member] | Warrant [Member] | Maximum [Member] | |||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.23 | ||||||||||||||||||||||
Subsequent Event [Member] | First Amendment To Warrant Agreement [Member] | Mr. Donald Monaco (Donald P Monaco Insurance Trust) [Member] | Warrant [Member] | Minimum [Member] | |||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.85 | ||||||||||||||||||||||
Subsequent Event [Member] | First Amendment To Amended Promissory Note [Member] | Bettwork Industries, Inc. [Member] | |||||||||||||||||||||||
Debt face amount | $ 230,000 | ||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||
Default Rate | 18.00% | ||||||||||||||||||||||
Beneficial ownership limitation | 19.99% | ||||||||||||||||||||||
Note balance | $ 190,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Inducement Agreement [Member] | Verus International Inc [Member] | Monaker Group, Inc [Member] | |||||||||||||||||||||||
Number of share issued | 152,029,899 | ||||||||||||||||||||||
Subsequent Event [Member] | Inducement Agreement [Member] | Verus International Inc [Member] | Monaker Group, Inc [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Beneficial ownership limitation | 9.99% | ||||||||||||||||||||||
Number of share held | 44,470,101 | ||||||||||||||||||||||
Number of shares issued upon stock conversion | 152,029,899 | ||||||||||||||||||||||
Value of common stock issued upon conversion | $ 2,200,000 | ||||||||||||||||||||||
Share price (in dollars per share) | $ 0.015 | ||||||||||||||||||||||
Subsequent Event [Member] | Underwriting Agreement [Member] | |||||||||||||||||||||||
Number of share issued | 724,000 | ||||||||||||||||||||||
Total number of common stock issued | 1,000,500 | ||||||||||||||||||||||
Net proceeds from offering | $ 1,785,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Underwriting Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.85 | ||||||||||||||||||||||
Subsequent Event [Member] | Underwriting Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2 | ||||||||||||||||||||||
Subsequent Event [Member] | Underwriting Agreement [Member] | Roth Capital Partners LLC [Member] | |||||||||||||||||||||||
Number of common stock issued | 870,000 | ||||||||||||||||||||||
Common stock price (in dollars per share) | $ 2 | ||||||||||||||||||||||
Subsequent Event [Member] | Underwriting Agreement [Member] | Underwriters [Member] | |||||||||||||||||||||||
Number of common stock issued | 130,500 | ||||||||||||||||||||||
Granted period | 45 days | ||||||||||||||||||||||
Subsequent Event [Member] | Underwriting Agreement [Member] | Donald P Monaco [Member] | |||||||||||||||||||||||
Number of common stock issued | 75,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Underwriting Agreement [Member] | Simon Orange [Member] | |||||||||||||||||||||||
Number of common stock issued | 100,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Underwriting Agreement [Member] | William Kerby [Member] | |||||||||||||||||||||||
Share price (in dollars per share) | $ 2 | ||||||||||||||||||||||
Number of common stock issued | 25,000 |