Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
May 31, 2019 | Jul. 17, 2019 | |
Lease Agreement Term | ||
Entity Registrant Name | Monaker Group, Inc. | |
Entity Central Index Key | 0001372183 | |
Document Type | 10-Q | |
Entity File Number | 001-38402 | |
Document Period End Date | May 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-29 | |
Entity's Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | FL | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity a Small Business | true | |
Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 10,831,868 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) | May 31, 2019 | Feb. 28, 2019 |
Current Assets | ||
Cash | $ 264,963 | $ 32,979 |
Prepaid expenses and other current assets | 159,038 | 25,873 |
Security deposits | 38,529 | 38,529 |
Total current assets | 462,530 | 97,381 |
Investment in unconsolidated affiliate | 8,244,274 | 8,096,239 |
Website Development costs and intangible assets, net | 1,868,548 | 1,941,816 |
Operating lease Right-to-Use asset | 80,397 | |
Due from Distributor | 12,410 | |
Total assets | 10,655,749 | 10,147,846 |
Current Liabilities | ||
Line of Credit | 1,193,000 | 1,193,000 |
Accounts payable and accrued expenses | 639,744 | 692,383 |
Other current liabilities | 250,280 | 44,816 |
Operating lease liability | 54,828 | |
Convertible promissory notes - related party | 350,000 | |
Total current liabilities | 2,137,852 | 2,280,199 |
Operating lease liability | 25,569 | |
Total liabilities | 2,163,421 | 2,280,199 |
Commitments and contingencies | ||
Stockholders' equity | ||
Series A Preferred Stock, $.01 par value; 3,000,000 authorized; no shares issued and outstanding at May 31, 2019 and February 28, 2019 | 0 | 0 |
Common stock, $.00001 par value; 500,000,000 shares authorized; 10,713,806 and 9,590,956 shares issued and outstanding at May 31, 2019 and February 28, 2019, respectively | 107 | 96 |
Additional paid-in-capital | 116,326,768 | 114,265,762 |
Accumulated deficit | (107,834,547) | (106,398,211) |
Total stockholders' equity | 8,492,328 | 7,867,647 |
Total liabilities and stockholders' equity | $ 10,655,749 | $ 10,147,846 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | May 31, 2019 | Feb. 28, 2019 |
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 | 10,713,806 | 9,590,956 |
Common stock, outstanding | 10,713,806 | 9,590,956 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Revenues | ||
Total revenues | $ 21,817 | $ 74,732 |
Cost of revenues | (12,382) | (57,111) |
Gross profit | 9,435 | 17,621 |
Operating expenses | ||
Technology and development | 498,075 | 12,403 |
Stock-based compensation | 425,232 | |
Salaries and benefits | 347,143 | 361,016 |
General and administrative | 273,871 | 486,215 |
Selling and promotions expense | 10,353 | 38,804 |
Total operating expenses | 1,554,674 | 898,438 |
Operating loss | (1,545,239) | (880,817) |
Other income (expense) | ||
Valuation gain, net | 148,035 | |
Interest expense | (38,413) | (16,669) |
Other income | (719) | |
Total other income (expense) | 108,903 | (16,669) |
Net loss | $ (1,436,336) | $ (897,486) |
Weighted average number of common shares outstanding | ||
Basic (in shares) | 9,997,090 | 8,152,463 |
Diluted (in shares) | 9,997,090 | 8,152,463 |
Basic net loss per share (in dollar per shares) | $ (0.14) | $ (0.11) |
Diluted net loss per share (in dollar per shares) | $ (0.14) | $ (0.11) |
Travel Sales Revenue [Member] | ||
Revenues | ||
Total revenues | $ 21,017 | $ 74,732 |
Commission Revenue [Member] | ||
Revenues | ||
Total revenues | $ 800 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock A [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Feb. 28, 2018 | $ 80 | $ 111,901,094 | $ (110,696,774) | $ 1,204,400 | |
Balance at beginning (in shares) at Feb. 28, 2018 | 8,001,266 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Warrants Exercised | $ 1 | 385,774 | 385,775 | ||
Warrants Exercised (in shares) | 147,000 | ||||
Anti-Dilution Shares Issued | 4,390 | ||||
Net Loss | (897,486) | (897,486) | |||
Balances at ending at May. 31, 2018 | $ 81 | 112,286,868 | (111,594,260) | 692,689 | |
Balance at ending (in shares) at May. 31, 2018 | 8,152,656 | ||||
Balance at beginning at Feb. 28, 2019 | $ 96 | 114,265,762 | (106,398,211) | 7,867,647 | |
Balance at beginning (in shares) at Feb. 28, 2019 | 9,590,956 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for cash | $ 10 | 1,785,920 | 1,785,930 | ||
Common stock issued for cash (in shares) | 1,000,500 | ||||
Warrants Exercised | $ 1 | 275,086 | 275,087 | ||
Warrants Exercised (in shares) | 122,350 | ||||
Net Loss | (1,436,336) | (1,436,336) | |||
Balances at ending at May. 31, 2019 | $ 107 | $ 116,326,768 | $ (107,834,547) | $ 8,492,328 | |
Balance at ending (in shares) at May. 31, 2019 | 10,713,806 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
May 31, 2019 | May 31, 2018 | |
Cash flows from operating activities: | ||
Net loss applicable to Monaker Group, Inc. | $ (1,436,336) | $ (897,486) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Amortization and depreciation | 73,451 | 70,385 |
Stock based compensation | 425,232 | |
Valuation gain, net | (148,035) | |
Changes in operating assets and liabilities: | ||
Increase in other current liabilities | 205,464 | 117,186 |
Increase in prepaid expenses and other current assets | (120,755) | (74,065) |
Decrease in accounts payable and accrued expenses | (477,871) | (197,767) |
Decrease in security deposits | (18,529) | |
Net cash used in operating activities | (1,478,850) | (1,000,276) |
Cash flows from investing activities: | ||
Website development costs | (183) | (330,793) |
Net cash used in investing activities | (183) | (330,793) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants | 1,785,930 | |
Proceeds from exercise of common stock warrants | 275,087 | 385,775 |
Payment on shareholder loans | (350,000) | |
Net cash provided by financing activities | 1,711,017 | 385,775 |
Net increase in cash | 231,984 | (945,294) |
Cash at beginning of period | 32,979 | 1,604,414 |
Cash at end of period | 264,963 | 659,120 |
Supplemental disclosure: | ||
Cash paid for interest | $ 38,413 | $ 16,669 |
Summary of Business Operations
Summary of Business Operations and Significant Accounting Policies | 3 Months Ended |
May 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Business Operations and Significant Accounting Policies | Note 1 – Summary of Business Operations and Significant Accounting Policies Nature of Operations and Business Organization 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. Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ US GAAP SEC The results of operations for the three months ended May 31, 2019, are not necessarily indicative of the results to be expected for the full fiscal year ending February 29, 2020. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation. 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 May 31, 2019 and February 28, 2019. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (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 $73,451 and $70,385 during the three months ended May 31, 2019 and 2018, respectively. 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. 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. 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 - 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. The Company did not have exposure to derivative liabilities and the Company did not have exposure to embedded conversion options as those instruments were converted to equity positions by the note-holder. There are no derivative liabilities as of May 31, 2019 and February 28, 2019. The Company has $-0- convertible promissory notes that include embedded conversion options at May 31, 2019 and February 28, 2019. Going Concern As of May 31, 2019 and February 28, 2019, the Company had an accumulated deficit of $107,834,547 and $106,398,211, 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 May 31, 2019, we had approximately $2,137,852 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 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. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations since its contracts generally have an original expected term of one year or less and the Company recognizes revenues at the amount to which it has the right to invoice for services performed. The Company applies a practical expedient, as permitted within ASC 340, to expense as incurred the incremental costs to obtain a contract when the amortization period of the asset that would have otherwise been recognized is one year or less. The Company utilizes operating leases for its offices. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-to-use assets, non-current, and operating lease liabilities current and non-current captions in the consolidated balance sheets. Operating lease right-to-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all impacting the determination of the lease term and lease payments to be used in calculating the lease liability. Lease cost is recognized on a straight-line basis over the lease term. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate, the Company uses a derived incremental borrowing rate based on borrowing options under its credit agreement. The Company applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease. 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. Hedge Accounting. There is no impact to our results as we do not have hedging instruments. We do not have existing hedging relationships nor do we have hedging instruments that have not expired, been sold, terminated or exercised. We have not removed the designation of a hedging relationship. Leases. Recent Accounting Pronouncements Not Yet Adopted Measurement of Credit Losses on Financial Instruments. |
Note Receivable
Note Receivable | 3 Months Ended |
May 31, 2019 | |
Receivables [Abstract] | |
Note Receivable | Note 2 – Note 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 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 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 | 3 Months Ended |
May 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Equity Instruments | Note 3 – 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 May 31, 2019 and February 28, 2019, 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 On April 10, 2019 and effective on February 8, 2019, we entered into an Inducement Agreement with Verus (the “ Inducement Agreement 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 As of its most recent periodic report filing, its Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2019, as of June 11, 2019, Verus has 2,290,449,898 shares of common stock outstanding, 44,570,101 shares of Series A preferred stock outstanding (as of April 30, 2019) and 430,801 shares of Series C preferred stock outstanding (as of April 30, 2019). The Company’s 152,029,899 shares of common stock and 44,470,101 shares of Series A preferred stock represent an approximately 11.6% interest in Verus (provided that the Series A preferred stock contains a 9.99% ownership limitation and as such the Company’s beneficial ownership is only 9.99%). As of May 31, 2019, each share of Verus 6,142,856 shares of Bettwork Industries Inc. Common Stock (OTC Pink: BETW) On July 2, 2018, three Secured Convertible Promissory Notes aggregating $5,250,000 (as described in “ Note 2 – Note Receivable 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 May 31, 2019. As of May 31, 2019, Bettwork shares closed at $0.90 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. 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, as a valuation gain as of February 28, 2019. On May 31, 2019, the shares of Bettwork’s common stock were trading at $0.90 per share which decreased the fair value of the 6,142,856 shares of Bettwork common stock to $5,528,570 and caused an accumulated fair value loss of $2,088,571 to be realized. The change in fair value of $2,088,571 is recognized in net income as other income, valuation gain, net, as a valuation loss as of May 31, 2019. 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 As of February 28, 2019, each share of Recruiter.com Recruiter.com As of May 31, 2019, each share of Recruiter.com |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
May 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 4 – Acquisitions and Dispositions On August 31, 2017, we entered into an Assignment and Novation Agreement (the “ Assignment Note 2 – Note Receivable 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 2 – Note 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 May 31, 2019 and February 28, 2019. On June 28, 2018, XPO’s travel exclusivity shares were cancelled and $1,039,500 of equity was recovered from the cancellation 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. A-Tech LLC and Bettwork Industries Inc. – Purchase of Right to Own and Conversion of Promissory Notes to Shares of Bettwork As described above under “ Note 2 – Note Receivable Conversion of $1,600,000 Promissory Note Into 2,133,333 Common Stock Shares of Bettwork Industries Inc 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 |
Line of Credit
Line of Credit | 3 Months Ended |
May 31, 2019 | |
Key Distributor [Member] | |
Line of Credit | Note 5 – 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 $38,413 and $16,669, for the three months ended May 31, 2019 and 2018, respectively. The Company has accrued interest as of May 31, 2019 and 2018 of $-0- and $-0-, respectively. |
Related Party Promissory Notes
Related Party Promissory Notes and Transactions | 3 Months Ended |
May 31, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Related Party Promissory Notes and Transactions | Note 6 –Related Party Promissory Notes and Transactions 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. See also “ Note 3 – Investment in Equity Instruments On December 6, 2018, effective November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to Charcoal at $0.70 per share for a total of $300,000. See also “ Note 3 – Investment in Equity Instruments 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 under “ Note 7 – Stockholders’ Equity Related Party Transactions 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 (discussed below under “ Note 7 – Stockholders’ Equity Related Party Transactions On February 4, 2019, the Company borrowed $150,000 from the Monaco Trust. The loan is evidenced by a Promissory Note in the amount of up to $700,000 (the “ Revolving Monaco Trust Note Note 7 – Stockholders’ Equity Related Party Transactions |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
May 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 – 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 then Chairman, and Donald P. Monaco, our then Director (now Chairman), 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 May 31, 2019 and February 28, 2019, 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 May 31, 2019 and February 28, 2019. Share Repurchase Transactions During the three months ended May 31, 2019 and 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 quarter ended May 31, 2019, the following shares of common stock and other securities were issued and granted: ● On April 25, 2019, we entered into an underwriting agreement relating to the public offering, issuance and sale by the Company of 1,000,500 shares of common stock, at an offering price to the public of $2.00 per share (when including the underwriter’s option which was exercised). ● 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. The Company had 10,713,806 and 9,590,956 shares of common stock issued and outstanding as of May 31, 2019 and February 28, 2019, 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, the Company 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. As a result of the April 2019 underwritten offering, as discussed above, 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. The following table sets forth common stock purchase warrants outstanding as of May 31, 2019 and February 28, 2019, and changes in such warrants outstanding for the three months ended May 31, 2019: Warrant Weighted Outstanding, February 28, 2019 1,730,941 $ 3.90 Warrants granted — $ — Warrants exercised/forfeited/expired (122,350 ) $ (3.52 ) Outstanding, May 31, 2019 1,608,591 $ 3.92 Common stock issuable upon exercise of warrants 1,608,591 $ 5,891,297 At May 31, 2019, there were warrants outstanding to purchase 1,608,591 shares of common stock with a weighted average exercise price of $3.92 and a weighted average life of 4.31 years. 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 a weighted average life of 4.33 years. Related Party Transactions Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 and $1,102,066 as of May 31, 2019 and February 28, 2019, 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 Note 2 – Notes Receivable A-Tech LLC and Bettwork Industries Inc. – Purchase of Right to Own and Conversion of Promissory Notes to Shares of Bettwork Note 4 – Acquisitions and Dispositions 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. 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 in the offering (the “ Underwritten Offering 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
May 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – 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, 2020 amount to $58,432. In February 2016, the FASB issued new guidance related to accounting and reporting guidelines for leasing arrangements. The new guidance requires entities that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted and should be applied using a modified retrospective approach. We adopted this guidance as of March 1, 2019 The Company elected available practical expedients permitted under the guidance, which among other items, allow the Company to (i) carry forward its historical lease classification, (ii) not reassess leases for the definition of “lease” under the new standard, (iii) utilize a discount rate as of the effective date and (iv) not record leases that expired or were terminated prior to the effective date. Accordingly, the Company recorded operating lease Right-to-Use asset of $80,397 along with current operating lease liability of $54,828 and long term operating lease liability of $25,569 as of May 31, 2019. The following schedule represents obligations under written commitments on the part of the Company that are not included in liabilities: Current Long Term FYE 2020 FYE 2021 FYE 2022 Totals Insurance $ 31,725 $ — $ — $ 31,725 Other 4,500 — — 4,500 Totals $ 36,225 $ — $ — $ 36,225 The Company is committed to pay three to six months’ severance in the case of termination or death to certain key officers. Nasdaq Letter 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 (which is scheduled to be held on August 15, 2019) 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 has nominated two new independent directors for appointment to the Board of Directors of the Company at the Company’s combined 2020/2019 annual meeting scheduled to be held in August 2019. 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; however, the Company denies the plaintiffs’ claims and intends to vehemently defend itself against the allegations. 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 Verus 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 the lawsuit with Lewis Global. The agreement further provided for general releases from each party. |
Business Segment Reporting
Business Segment Reporting | 3 Months Ended |
May 31, 2019 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Note 9 – 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events The Company has evaluated subsequent events occurring after the balance sheet date and has identified the following: Effective on June 14, 2019, the Compensation Committee of the Board of Directors of the Company approved a bonus to be paid to Mr. William Kerby, the Chief Executive Officer of the Company (which bonus was ratified by the Board of Directors), equal to 40% of his base salary ($400,000 or a bonus of $160,000 (the “ Bonus (a) in shares of the Company’s common stock (the “ Stock Bonus Option Option Shares Plan (b) by way of the transfer/assignment from the Company to Mr. Kerby of shares of common stock held by the Company of (i) Verus International, Inc. (OTC Pink:VRUS); (ii) Recruiter.com Group, Inc. (OTCQB:RCRT); and/or (iii) Bettwork Industries Inc. (OTC Pink:BETW)(collectively, the “ Subsidiaries Subsidiary Option Effective on June 17, 2019, Mr. Kerby exercised the Stock Bonus Option as to $41,000 of the amount owed in connection with the Bonus. In connection with such exercise the Company plans to issue him 12,812 shares of common stock under the Plan. Also effective on June 17, 2019, Mr. Kerby provided notice to the Company of the exercise of the Subsidiary Option, pursuant to which Mr. Kerby has requested that $119,000 of the Bonus be paid in shares of Verus’ common stock and as such, the Company plans to transfer ownership of 5,042,373 shares of Verus’ common stock (based on an average five day closing price of $0.0236 per share) to Mr. Kerby, to satisfy the Bonus following the date of this report. To date the shares of Company common stock and subsidiary shares have not been transferred to Mr. Kerby. On June 25, 2019, the Company borrowed $200,000 and on July 11, 2019, the Company borrowed $50,00, under the Revolving Monaco Trust Note (described above under “ Note 6 –Related Party Promissory Notes and Transactions In July 2019, the Compensation Committee of the Board of Directors approved (1) the grant of (a) 5,000 shares of common stock to each non-executive member of the Board of Directors (20,000 shares in aggregate); (b) 1,250 shares of common stock to each Chairperson of each Board of Directors committee (3,750 shares in aggregate); and (c) 2,500 shares of common stock to Donald P. Monaco, the Chairman of the Board of the Board of Directors, each under the Plan, in consideration for services rendered during the quarter ended May 31, 2019, with such compensation totaling $84,264, which amount was accrued as of May 31, 2019; and (2) the issuance of 40,000 shares of restricted common stock to an employee for services rendered during the prior 16 months, which was valued at $128,400 and was accrued as of May 31, 2019. Such shares have not been issued as of the date this report and are not reflected in the number of issued and outstanding shares disclosed throughout this report. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
May 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Operations and Business Organization | 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. |
Interim Financial Statements | Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ US GAAP SEC The results of operations for the three months ended May 31, 2019, are not necessarily indicative of the results to be expected for the full fiscal year ending February 29, 2020. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 May 31, 2019 and February 28, 2019. |
Website Development Costs | Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (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” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product. |
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 $73,451 and $70,385 during the three months ended May 31, 2019 and 2018, respectively. |
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. |
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. |
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 - 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. The Company did not have exposure to derivative liabilities and the Company did not have exposure to embedded conversion options as those instruments were converted to equity positions by the note-holder. There are no derivative liabilities as of May 31, 2019 and February 28, 2019. The Company has $-0- convertible promissory notes that include embedded conversion options at May 31, 2019 and February 28, 2019. |
Going Concern | Going Concern As of May 31, 2019 and February 28, 2019, the Company had an accumulated deficit of $107,834,547 and $106,398,211, 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 May 31, 2019, we had approximately $2,137,852 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 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. |
Practical Expedients and Exemptions | Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations since its contracts generally have an original expected term of one year or less and the Company recognizes revenues at the amount to which it has the right to invoice for services performed. The Company applies a practical expedient, as permitted within ASC 340, to expense as incurred the incremental costs to obtain a contract when the amortization period of the asset that would have otherwise been recognized is one year or less. The Company utilizes operating leases for its offices. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-to-use assets, non-current, and operating lease liabilities current and non-current captions in the consolidated balance sheets. Operating lease right-to-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all impacting the determination of the lease term and lease payments to be used in calculating the lease liability. Lease cost is recognized on a straight-line basis over the lease term. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate, the Company uses a derived incremental borrowing rate based on borrowing options under its credit agreement. The Company applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease. |
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. Hedge Accounting. There is no impact to our results as we do not have hedging instruments. We do not have existing hedging relationships nor do we have hedging instruments that have not expired, been sold, terminated or exercised. We have not removed the designation of a hedging relationship. Leases. Recent Accounting Pronouncements Not Yet Adopted Measurement of Credit Losses on Financial Instruments. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
May 31, 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 May 31, 2019 and February 28, 2019, and changes in such warrants outstanding for the three months ended May 31, 2019: Warrant Weighted Outstanding, February 28, 2019 1,730,941 $ 3.90 Warrants granted — $ — Warrants exercised/forfeited/expired (122,350 ) $ (3.52 ) Outstanding, May 31, 2019 1,608,591 $ 3.92 Common stock issuable upon exercise of warrants 1,608,591 $ 5,891,297 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
May 31, 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 2020 FYE 2021 FYE 2022 Totals Insurance $ 31,725 $ — $ — $ 31,725 Other 4,500 — — 4,500 Totals $ 36,225 $ — $ — $ 36,225 |
Summary of Business Operation_2
Summary of Business Operations and Significant Accounting Policies (Details Narrative) | Feb. 12, 2018 | Feb. 06, 2018 | May 31, 2019USD ($) | May 31, 2018USD ($) | Feb. 28, 2019USD ($) |
Accumulated deficit | $ 107,834,547 | $ 106,398,211 | |||
Amortization expense of intangible assets | 73,451 | $ 70,385 | |||
Reverse stock split ratio | 0.4 | 0.4 | |||
Current liabilities | 2,137,852 | 2,280,199 | |||
Cash requirement | 320,000 | ||||
Convertible promissory notes | $ 0 | $ 0 | |||
Website Development Costs [Member] | |||||
Estimated useful life | 3 years |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) | Mar. 12, 2019USD ($)$ / shares | Feb. 28, 2019USD ($)$ / shares | Jul. 02, 2018USD ($)$ / sharesshares | Nov. 21, 2017USD ($)$ / sharesshares | Feb. 20, 2017USD ($)shares | May 16, 2016USD ($) | May 31, 2019USD ($)$ / shares | May 31, 2018USD ($)$ / shares | Nov. 29, 2018$ / shares | Oct. 19, 2018USD ($) | Oct. 10, 2018USD ($) | Aug. 31, 2018$ / shares | Feb. 20, 2018USD ($)$ / shares | Aug. 31, 2017USD ($)$ / shares | Aug. 30, 2017Number |
Interest expense | $ 38,413 | $ 16,669 | |||||||||||||
Ownership interest | 100.00% | ||||||||||||||
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] | |||||||||||||||
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 | $ 0 | 0 | $ 750,000 | ||||||||||||
Allowance for bad debt | $ 750,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Share price (in dollar per shares) | $ / shares | $ 0.043 | $ 0.08 | |||||||||||||
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 | ||||||||||||
Bettwork Industries, Inc. [Member] | First Amendment to Amended Promissory Note [Member] | |||||||||||||||
Notes receivable face amount | $ 40,000 | ||||||||||||||
Interest expense | 9,255 | ||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.75 | ||||||||||||||
Outstanding principal balance | $ 190,000 | ||||||||||||||
Beneficial ownership percentage | 19.99% | ||||||||||||||
Extended maturity date | Aug. 31, 2019 | ||||||||||||||
Notice period before prepayment | 10 days | ||||||||||||||
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 | $ 0 | $ 1,600,000 | ||||||||||||
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] | |||||||||||||||
Notes receivable face amount | 2,900,000 | ||||||||||||||
Outstanding principal balance | 190,000 | 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 | 190,000 | |||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | |||||||||||||||
Notes receivable face amount | $ 2,900,000 | ||||||||||||||
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 ($) | Apr. 10, 2019 | Feb. 28, 2019 | Aug. 31, 2018 | Jul. 02, 2018 | Dec. 22, 2017 | Aug. 31, 2016 | May 31, 2019 | Nov. 29, 2018 | Jun. 11, 2019 |
Number of shares issued, value | $ 1,785,930 | ||||||||
Common stock outstanding, percentage | 100.00% | ||||||||
Common stock, outstanding | 9,590,956 | 10,713,806 | |||||||
Preferred stock, outstanding | 0 | 0 | |||||||
Common stock, issued | 9,590,956 | 10,713,806 | |||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||
Percentage of ownership | 11.60% | ||||||||
Settlement Agreement [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | |||||||||
Number of shares issued | 49,411 | ||||||||
Settlement amount | $ 100,000 | ||||||||
Amount of anti-dilution protection per shares (in dollar per shares) | $ 0.05 | ||||||||
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 | ||||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Common stock, outstanding | 10,713,806 | ||||||||
Common stock, issued | 10,713,806 | ||||||||
Series A Convertible Preferred Stock [Member] | Settlement Agreement [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | |||||||||
Number of shares issued | 44,470,101 | ||||||||
Common Stock [Member] | |||||||||
Number of shares issued | 1,000,500 | ||||||||
Number of shares issued, value | $ 10 | ||||||||
Fair value | $ 412,247 | ||||||||
Share price (in dollars per share) | $ 0.043 | $ 0.08 | |||||||
Common Stock [Member] | Recruiter.com Group [Member] | |||||||||
Number of shares issued | 11,141,810 | 11,141,810 | |||||||
Number of shares issued, value | $ 479,098 | $ 891,345 | |||||||
Common Stock [Member] | Bettwork Industries, Inc. [Member] | |||||||||
Investment owned, balance, shares | 6,142,856 | 7,000,000 | |||||||
Number of shares issued | 7,617,414 | 428,572 | |||||||
Number of shares issued, value | $ 857,144 | ||||||||
Revaluation of shares amount | $ 300,000 | ||||||||
Conversion of shares | 5,250,000 | ||||||||
Conversion price (in dollars per share) | $ 0.75 | ||||||||
Fair value | $ 2,945,714 | $ 5,250,000 | $ 2,088,571 | ||||||
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 | $ 700,000 | $ 300,000 | $ 300,000 | ||||||
Additional options available | 1,000,000 | 1,000,000 | |||||||
Aggregate purchase price of options exerciseable | 700,000 | ||||||||
Trading price | $ 0.90 | ||||||||
Common stock, outstanding | 37,682,256 | ||||||||
Common stock, issued | 37,682,256 | ||||||||
Common Stock [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | |||||||||
Investment owned, balance, shares | 44,470,101 | ||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||
Investment owned, balance, shares | 152,029,899 | ||||||||
Investment owned (in dollars per shares) | $ 0.012 | ||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Subsequent Event [Member] | |||||||||
Common stock, outstanding | 2,290,449,898 | ||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series A Convertible Preferred Stock [Member] | |||||||||
Investment owned, balance, shares | 44,470,101 | ||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series A Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Preferred stock, outstanding | 44,570,101 | ||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series A Convertible Preferred Stock [Member] | Inducement Agreement [Member] | |||||||||
Investment owned, balance, shares | 152,029,899 | ||||||||
Fair value | $ 2,200,000 | ||||||||
Investment owned (in dollars per shares) | $ 0.015 | ||||||||
Percentage of ownership limitation | 9.99% | ||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series C Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Preferred stock, outstanding | 430,801 | ||||||||
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] | Other Income [Member] | |||||||||
Fair value | $ 1,824,359 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details Narrative) - USD ($) | Feb. 28, 2019 | Dec. 06, 2018 | Jul. 02, 2018 | Oct. 23, 2017 | Jun. 28, 2018 | Aug. 31, 2017 | May 31, 2019 | Nov. 30, 2018 | Nov. 29, 2018 | Aug. 31, 2018 | May 31, 2018 | Nov. 21, 2017 |
Amount of shares issued under services | $ 140,000 | |||||||||||
Number of shares issued, value | $ 1,785,930 | |||||||||||
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 | $ 0.08 | ||||||||||
Number of shares issued | 1,000,500 | |||||||||||
Number of shares issued, value | $ 10 | |||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note - Right to Own [Member] | ||||||||||||
Number of shares converted | 1,000,000 | |||||||||||
Outstanding principal balance | $ 0 | $ 0 | $ 1,600,000 | |||||||||
Promissory note repurchased | $ 2,133,333 | 2,133,333 | ||||||||||
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 | 7,617,414 | 428,572 | ||||||||||
Number of shares issued, value | $ 857,144 | |||||||||||
Held in trust account | $ 700,000 | $ 300,000 | $ 300,000 | |||||||||
Common stock outstanding, percentage | 16.30% | |||||||||||
Number of shares converted | 750,000 | |||||||||||
Restricted Common Stock [Member] | ||||||||||||
Amount of shares issued under services | $ 128,400 | |||||||||||
Number of shares issued under services | 40,000 | |||||||||||
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] | Common Stock [Member] | ||||||||||||
Share price (in dollar per shares) | $ 0.70 | |||||||||||
Number of shares issued | 428,572 | |||||||||||
Number of shares issued, value | $ 300,000 | |||||||||||
Purchase Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||
Share price (in dollar per shares) | $ 6.25 | |||||||||||
Purchase Agreement [Member] | Bettwork Industries, Inc. [Member] | Common Stock [Member] | Promissory Note [Member] | ||||||||||||
Share price (in dollar per shares) | $ 0.75 | |||||||||||
Promissory note | $ 1,600,000 | |||||||||||
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 | |||||||||||
Number of shares issued, value | $ 479,098 | |||||||||||
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 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - Line of Credit [Member] - USD ($) | Sep. 15, 2017 | Jun. 15, 2016 | May 31, 2019 | May 31, 2018 | Feb. 28, 2019 | Dec. 22, 2016 |
Short-term Debt [Line Items] | ||||||
Interest charged | $ 38,413 | $ 16,669 | ||||
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, 2019 | |||||
Borrowing capacity | $ 1,200,000 | |||||
Basis spread on line of credit | 1.00% | |||||
Current draws amount | $ 1,193,000 | $ 1,193,000 |
Related Party Promissory Note_2
Related Party Promissory Notes and Transactions (Details Narrative) - USD ($) | Apr. 29, 2019 | Mar. 28, 2019 | Dec. 06, 2018 | Nov. 29, 2018 | Sep. 26, 2018 | May 31, 2019 | May 31, 2018 | Feb. 28, 2019 | Apr. 30, 2019 | Apr. 03, 2019 | Mar. 31, 2019 | Feb. 14, 2019 | Feb. 04, 2019 | Aug. 24, 2018 | Aug. 14, 2018 | Jul. 28, 2018 |
Number of shares issued, value | $ 1,785,930 | |||||||||||||||
Operating expenses | $ 1,554,674 | $ 898,438 | ||||||||||||||
Omar Jimenez [Member] | ||||||||||||||||
Advances from officer | $ 1,047,000 | $ 607,000 | $ 112,000 | $ 328,000 | ||||||||||||
Total advances from officer | $ 440,000 | |||||||||||||||
Payments for advance | 741,000 | $ 250,000 | 491,000 | |||||||||||||
Due balance | 306,000 | $ 116,000 | ||||||||||||||
William Kerby [Member] | ||||||||||||||||
Number of shares issued | 25,000 | |||||||||||||||
William Kerby [Member] | Purchase Agreement [Member] | ||||||||||||||||
Short term borrowed | $ 125,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Number of shares issued | 1,000,500 | |||||||||||||||
Number of shares issued, value | $ 10 | |||||||||||||||
Share price (in dollar per shares) | $ 0.08 | $ 0.043 | ||||||||||||||
Common Stock [Member] | Charcoal Investment Ltd [Member] | ||||||||||||||||
Number of shares issued | 428,572 | |||||||||||||||
Number of shares issued, value | $ 300,000 | |||||||||||||||
Share price (in dollar per shares) | $ 0.70 | |||||||||||||||
Non Eexecutive Board [member] | Common Stock [Member] | ||||||||||||||||
Number of shares issued | 428,572 | |||||||||||||||
Number of shares issued, value | $ 300,000 | |||||||||||||||
Donald P. Monaco [Member] | Common Stock [Member] | ||||||||||||||||
Share price (in dollar per shares) | $ 0.70 | |||||||||||||||
Revolving Monaco Trust Note [Member] | ||||||||||||||||
Short term borrowed | $ 600,000 | $ 250,000 | $ 600,000 | $ 200,000 | ||||||||||||
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% | 12.00% | |||||||||||||
Debt default interest rate | 18.00% | 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 | |||||||||||||||
Promissory Note [Member] | Revolving Monaco Trust Note [Member] | ||||||||||||||||
Accrues interest | 12.00% | |||||||||||||||
Debt default interest rate | 18.00% | |||||||||||||||
Short term borrowed | $ 150,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrant [Member] | 3 Months Ended |
May 31, 2019$ / sharesshares | |
Warrants, Outstanding [Roll Forward] | |
Outstanding, beginning | shares | 1,730,941 |
Warrants exercised/forfeited/expired | shares | (122,350) |
Outstanding, ending | shares | 1,608,591 |
Common stock issuable upon exercise of warrants | shares | 1,608,591 |
Warrants, Weighted Average Exercise Price [Roll Forward] | |
Outstanding, beginning | $ / shares | $ 3.90 |
Warrants exercised/forfeited/expired | $ / shares | (3.52) |
Outstanding, ending | $ / shares | 3.92 |
Common stock issuable upon exercise of warrants | $ / shares | $ 5,891,297 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | May 15, 2019$ / sharesshares | May 15, 2019USD ($)$ / sharesshares | May 14, 2019USD ($)shares | May 08, 2019USD ($)$ / sharesshares | May 08, 2019USD ($)$ / sharesshares | May 07, 2019USD ($)$ / sharesshares | Apr. 25, 2019$ / sharesshares | Mar. 05, 2019USD ($)$ / sharesshares | Dec. 06, 2018USD ($)shares | Feb. 12, 2018 | Feb. 06, 2018 | Jan. 29, 2018USD ($)$ / sharesshares | Jan. 10, 2018$ / sharesshares | Sep. 22, 2017shares | Jul. 31, 2017$ / sharesshares | Jul. 28, 2017shares | Aug. 26, 2016shares | Jul. 09, 2013$ / sharesshares | Apr. 30, 2019shares | May 31, 2019USD ($)$ / sharesshares | May 31, 2018USD ($)shares | Jul. 31, 2017USD ($)$ / shares | Feb. 28, 2019USD ($)$ / sharesshares | Jan. 29, 2018$ / sharesshares | Oct. 02, 2019$ / shares | Feb. 21, 2018$ / shares | Dec. 12, 2017$ / shares | Aug. 11, 2017$ / shares | Jan. 26, 2017$ / shares | Jan. 11, 2017$ / shares | May 25, 2001$ / shares |
Preferred stock, authorized | 3,000,000 | 3,000,000 | |||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||
Reverse stock split, ratio | 0.4 | 0.4 | |||||||||||||||||||||||||||||
Number of shares issued, value | $ | $ 1,785,930 | ||||||||||||||||||||||||||||||
Common stock, issued | 10,713,806 | 9,590,956 | |||||||||||||||||||||||||||||
Common stock, outstanding | 10,713,806 | 9,590,956 | |||||||||||||||||||||||||||||
Proceeds from warrant exercised | $ | $ 275,087 | $ 385,775 | |||||||||||||||||||||||||||||
Common stock price (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||||||||
Series B 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 | $ 0.00001 | $ 62.50 | $ 0.01 | ||||||||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | ||||||||||||||||||||||||||||||
Dividends in arrears | $ | $ 1,102,066 | $ 1,102,066 | $ 1,102,066 | ||||||||||||||||||||||||||||
Aggregate number of shares agreed to convert | 5 | ||||||||||||||||||||||||||||||
Common stock, issued | 10,713,806 | ||||||||||||||||||||||||||||||
Common stock, outstanding | 10,713,806 | ||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
Certificate of Withdrawal of Certificate of Designations [Member] | Series B 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 C 10% Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Preferred stock, authorized | 3,000,000 | ||||||||||||||||||||||||||||||
Certificate of Withdrawal of Certificate of Designations [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Preferred stock, authorized | 3,000,000 | ||||||||||||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5 | ||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 20,000 | 10,000 | |||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2 | $ 2 | $ 2 | ||||||||||||||||||||||||||||
Proceeds from warrant exercised | $ | $ 20,000 | ||||||||||||||||||||||||||||||
Net proceeds from costs | $ | $ 40,000 | $ 20,000 | |||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||
Derivative liability | $ | $ 26,060 | ||||||||||||||||||||||||||||||
Common stock, outstanding | 1,608,591 | 1,730,941 | |||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 3.92 | $ 3.90 | $ 5.25 | ||||||||||||||||||||||||||||
Weighted average life | 4 years 3 months 22 days | 4 years 3 months 29 days | |||||||||||||||||||||||||||||
Warrant [Member] | Common Stock Subscriptions [Member] | |||||||||||||||||||||||||||||||
Number of warrants granted | 724,000 | ||||||||||||||||||||||||||||||
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 | $ 2.625 | $ 5.125 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 1,000,500 | ||||||||||||||||||||||||||||||
Number of shares issued, value | $ | $ 10 | ||||||||||||||||||||||||||||||
Number of shares conversion | 1,495,689 | ||||||||||||||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | 444,712 | ||||||||||||||||||||||||||||||
Number of warrants exercised | 122,350 | 147,000 | |||||||||||||||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 724,000 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.85 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Warrant Purchase Agreement [Member] | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Preferred Stock A [Member] | |||||||||||||||||||||||||||||||
Preferred stock, authorized | 100,000,000 | ||||||||||||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||||||||||||||||||||||||||||
Hudson Bay Master FundLtd [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 10,000 | 30,000 | |||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2 | $ 2 | $ 2 | $ 2 | |||||||||||||||||||||||||||
Proceeds from warrant exercised | $ | $ 10,000 | $ 30,000 | |||||||||||||||||||||||||||||
Net proceeds from costs | $ | $ 20,000 | $ 60,000 | |||||||||||||||||||||||||||||
Sabby Volatility Warrant Fund [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 16,600 | ||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2 | $ 2 | |||||||||||||||||||||||||||||
Proceeds from warrant exercised | $ | $ 16,600 | ||||||||||||||||||||||||||||||
Net proceeds from costs | $ | $ 33,200 | ||||||||||||||||||||||||||||||
Monaco Investment Partners II, LP [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 35,750 | ||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.85 | $ 5 | |||||||||||||||||||||||||||||
Net proceeds from costs | $ | $ 101,888 | ||||||||||||||||||||||||||||||
Monaco Investment Partners II, LP [Member] | Warrant [Member] | First Amendment To Warrant Agreement [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 35,750 | ||||||||||||||||||||||||||||||
Total consideration received | $ | $ 101,888 | ||||||||||||||||||||||||||||||
Monaco Investment Partners II, LP [Member] | Warrant [Member] | First Amendment To Warrant Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.85 | ||||||||||||||||||||||||||||||
Monaco Investment Partners II, LP [Member] | Warrant [Member] | First Amendment To Warrant Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5.23 | ||||||||||||||||||||||||||||||
Underwritten Offering [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 1,000,500 | 1,000,500 | |||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2 | ||||||||||||||||||||||||||||||
Net proceeds from costs | $ | $ 1,785,000 | ||||||||||||||||||||||||||||||
Mr. William Kerby [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 25,000 | ||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2 | ||||||||||||||||||||||||||||||
Mr. Donald P. Monaco [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 75,000 | ||||||||||||||||||||||||||||||
Number of shares issued, value | $ | $ 100,000 | ||||||||||||||||||||||||||||||
Pacific Grove Capital LP (Pacific) [Member] | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.625 | ||||||||||||||||||||||||||||||
Pacific Grove Capital LP (Pacific) [Member] | First Amendment To Warrant (Amendment) agreement [Member] | |||||||||||||||||||||||||||||||
Number of warrants granted | 350,000 | ||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.625 | ||||||||||||||||||||||||||||||
Mr. William Kerby & Mr. Donald P. Monaco [Member] | Common Stock and Warrant Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Number of shares converted | 1,869,611 | ||||||||||||||||||||||||||||||
Mr. Simon Orange (Charcoal Investments Ltd) [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5 | ||||||||||||||||||||||||||||||
Charcoal Investment Ltd [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5 | ||||||||||||||||||||||||||||||
Charcoal Investment Ltd [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 428,572 | ||||||||||||||||||||||||||||||
Number of shares issued, value | $ | $ 300,000 | ||||||||||||||||||||||||||||||
Roth Capital Partners LLC [Member] | Underwriting Agreement [Member] | |||||||||||||||||||||||||||||||
Common stock, issued | 870,000 | ||||||||||||||||||||||||||||||
Common stock price (in dollars per share) | $ / shares | $ 2 | ||||||||||||||||||||||||||||||
Underwriters [Member] | Underwriting Agreement [Member] | |||||||||||||||||||||||||||||||
Common stock, issued | 13,050 | ||||||||||||||||||||||||||||||
Granted period | 45 days |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | May 31, 2019USD ($) |
FYE 2020 | $ 36,225 |
Totals | 36,225 |
Insurance [Member] | |
FYE 2020 | 31,725 |
Totals | 31,725 |
Other [Member] | |
FYE 2020 | 4,500 |
Totals | $ 4,500 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) | Dec. 22, 2017USD ($)$ / sharesshares | Mar. 28, 2016USD ($)shares | Jun. 10, 2013shares | May 31, 2019USD ($)ft²$ / sharesshares | Feb. 28, 2019USD ($)shares | Feb. 28, 2018USD ($) | Jul. 02, 2012USD ($)shares |
Rent expense | $ 76,191 | $ 79,665 | |||||
Rental payments due | $ 58,432 | ||||||
Right-to-Use asset | 80,397 | ||||||
Current operating lease liability | 54,828 | ||||||
Long term operating lease liability | $ 25,569 | ||||||
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 | ||||||
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 | ||||||
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 | 1,000,500 | ||||||
Common Stock [Member] | Lewis Global Partners [Member] | |||||||
Number of share fail to deliver | shares | 270,000 | ||||||
Damage alleged due | $ 715,500 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Number of preferred share issued | shares | 0 | 0 | |||||
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 | shares | 44,470,101 | ||||||
Series B Preferred Stock [Member] | Subscription Agreement [Member] | |||||||
Number of preferred share issued | shares | 2,700 | ||||||
Value of preferred shares issued | $ 13,500 | ||||||
Series B Preferred Stock [Member] | Lewis Global Partners [Member] | |||||||
Number of share upon conversion | shares | 270,000 | ||||||
Conversion price (in dollars per share) | $ / shares | $ 2.65 | ||||||
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 Inc. (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 | ||||||
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) | 3 Months Ended |
May 31, 2019Number | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 17, 2019 | Jun. 17, 2019 | Jun. 14, 2019 | Jun. 14, 2019 | May 31, 2019 | Feb. 01, 2020 | Jul. 31, 2019 | Jul. 11, 2019 | Jun. 25, 2019 | Feb. 28, 2019 |
Number of shares issued, value | $ 1,785,930 | |||||||||
Common stock, issued | 10,713,806 | 9,590,956 | ||||||||
Number of common shares issued for services, amount | $ 140,000 | |||||||||
Restricted Stock [Member] | ||||||||||
Number of common shares issued for services, shares | 40,000 | |||||||||
Number of common shares issued for services, amount | $ 128,400 | |||||||||
Subsequent Event [Member] | Revolving Monaco Trust Note [Member] | ||||||||||
Debt face amount | $ 5,000 | $ 200,000 | ||||||||
Note balance | $ 450,000 | |||||||||
Subsequent Event [Member] | Non Executive Member Of The Board Of Directors [Member] | ||||||||||
Common stock, issued | 5,000 | |||||||||
Aggregate common stock | 20,000 | |||||||||
Subsequent Event [Member] | Non Executive Member Of The Board Of Directors [Member] | ||||||||||
Common stock, issued | 1,250 | |||||||||
Aggregate common stock | 3,750 | |||||||||
Subsequent Event [Member] | Donald P Monaco [Member] | ||||||||||
Common stock, issued | 2,500 | |||||||||
Subsequent Event [Member] | William Kerby And Member Of Board Of Directors [Member] | ||||||||||
Bonus percentage equal to base salary | 40.00% | |||||||||
Base salary | $ 400,000 | |||||||||
Bonus payable | $ 160,000 | |||||||||
Subsequent Event [Member] | William Kerby And Member Of Board Of Directors [Member] | Stock Bonus Option [Member] | ||||||||||
Value of common stock issued upon conversion | $ 41,000 | |||||||||
Subsequent Event [Member] | William Kerby And Member Of Board Of Directors [Member] | 2017 Equity Incentive Plan [Member] | ||||||||||
Share price (in dollars per share) | $ 3.20 | $ 3.20 | ||||||||
Value of common stock issued upon conversion | $ 41,127 | |||||||||
Subsequent Event [Member] | William Kerby And Member Of Board Of Directors [Member] | 2017 Equity Incentive Plan [Member] | Common Stock [Member] | ||||||||||
Number of share issued, shares | 12,812 | |||||||||
Subsequent Event [Member] | William Kerby [Member] | Common Stock [Member] | Verus International Inc [Member] | ||||||||||
Share price (in dollars per share) | $ 0.0236 | $ 0.0236 | ||||||||
Number of share issued, shares | 119,000 | |||||||||
Number of shares issued, value | $ 5,042,373 |