Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |||
Feb. 29, 2020 | May 29, 2020 | Aug. 31, 2019 | Apr. 25, 2019 | |
Document and Entity Information | ||||
Entity Registrant Name | Monaker Group, Inc. | |||
Entity Central Index Key | 0001372183 | |||
Document Type | 10-K | |||
Entity File Number | 001-38402 | |||
Document Period End Date | Feb. 29, 2020 | |||
Amendment Flag | false | |||
Current Fiscal Year End Date | --02-29 | |||
Entity Well Known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Reporting Status Current | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Incorporation, State or Country Code | FL | |||
Entity Filer Category | Non-accelerated Filer | |||
Emerging Growth Company | false | |||
Entity a Small Business | true | |||
Entity Public Float | $ 19,605,594 | |||
Entity share price | $ 2.15 | $ 2 | ||
Entity Common Stock, Shares Outstanding | 13,270,589 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2020 | |||
Entity Shell Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 29, 2020 | Feb. 28, 2019 |
Current Assets | ||
Cash | $ 162,506 | $ 32,979 |
Prepaid expenses and other current assets | 334,995 | 25,873 |
Investment in unconsolidated affiliate - Short-term | 979,954 | |
Security deposits | 53,279 | 38,529 |
Notes receivable, net | 37,500 | |
Total current assets | 1,568,234 | 97,381 |
Investment in unconsolidated affiliates | 1,849,077 | 8,096,239 |
Website Development costs and intangible assets, net | 6,712,547 | 1,941,816 |
Fixed Assets, net | 19,664 | |
Operating lease right-of-use asset | 76,762 | |
Due from Distributor | 12,410 | |
Total assets | 10,226,284 | 10,147,846 |
Current Liabilities | ||
Line of Credit | 1,192,716 | 1,193,000 |
Accounts payable and accrued expenses | 833,679 | 692,383 |
Notes payable, related parties | 1,575,000 | 350,000 |
Operating lease liability | 76,762 | |
Other current liabilities | 400,692 | 44,816 |
Total current liabilities | 4,078,849 | 2,280,199 |
Total liabilities | 4,078,849 | 2,280,199 |
Stockholders' equity | ||
Series A Preferred stock, $.01 par value; 3,000,000 authorized; 0 and 0 shares issued and outstanding at February 29, 2020 and February 28, 2019, respectively | ||
Common stock, $.00001 par value; 500,000,000 shares authorized; 13,064,339 and 9,590,956 shares issued and outstanding at February 29, 2020 and February 28, 2019, respectively | 131 | 96 |
Additional paid-in-capital | 122,000,201 | 114,265,762 |
Accumulated deficit | (115,852,897) | (106,398,211) |
Total stockholders' equity | 6,147,435 | 7,867,647 |
Total liabilities and stockholders' equity | $ 10,226,284 | $ 10,147,846 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Feb. 29, 2020 | 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 | 13,064,339 | 9,590,956 |
Common stock, outstanding | 13,064,339 | 9,590,956 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Revenues | ||
Travel and commission revenues | $ 441,769 | $ 505,187 |
Gross revenues | 441,769 | 505,187 |
Cost of revenues | (352,963) | (400,814) |
Gross profit | 88,806 | 104,373 |
Operating expenses | ||
General and administrative | 2,310,238 | 1,907,044 |
Salaries and benefits | 1,785,862 | 1,404,422 |
Technology and development | 1,447,637 | 1,071,553 |
Stock-based compensation | 377,381 | 859,659 |
Selling and promotions expense | 135,303 | |
Other expense | 89,475 | |
Total operating expenses | 6,056,421 | 5,332,153 |
Operating loss | (5,967,615) | (5,227,780) |
Other income (expense) | ||
Gain (loss) on sales of assets | 5,250,000 | |
Valuation (loss) gain, net | (5,267,208) | 4,528,596 |
Interest expense | (164,177) | (163,195) |
Contract and legal settlement expenses | (75,000) | (46,200) |
Realized gain/(loss) on sale of marketable securities | 1,984,870 | (42,858) |
Other income/(expense) | 34,444 | |
Total other income (expense) | (3,487,071) | 9,526,343 |
Net (loss) income | $ (9,454,686) | $ 4,298,563 |
Weighted average number of common shares outstanding | ||
Basic (in shares) | 11,773,633 | 8,629,224 |
Diluted (in shares) | 11,773,633 | 8,629,224 |
Basic net (loss) income per share (in dollars per share) | $ (0.80) | $ 0.50 |
Diluted net (loss) income per share (in dollars per share) | $ (0.80) | $ 0.50 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (9,454,686) | $ 4,298,563 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Amortization and depreciation | 295,485 | 293,804 |
Stock based compensation and consulting fees | 706,957 | 1,174,659 |
Unrealized valuation loss (gain) on marketable securities, net | 5,267,208 | (4,528,596) |
Realized (Gain) loss on sale of marketable securities | (1,984,870) | 42,857 |
Gain on sale of assets | (5,250,000) | |
Bad debt expense | 190,000 | |
Loss on settlement | 46,200 | |
Changes in operating assets and liabilities: | ||
Decrease/(increase) in prepaid expenses and other current assets | (264,962) | (426) |
Decrease in security deposits | (23,529) | |
Increase in accounts payable and accrued expenses | 141,296 | 309,079 |
Increase/(Decrease) in other current liabilities | 355,875 | (106,204) |
Net cash provided by (used in) operating activities | (4,937,697) | (3,553,593) |
Cash flows from investing activities: | ||
Payment related to Intangible Assets | (61,805) | |
Purchase of Furniture, Fixture and Equipment | (21,345) | |
Payment related to website development costs | (82,729) | (961,167) |
Proceeds from sale of marketable securities | 1,984,870 | 600,000 |
Proceeds from note receivable - related party | 40,000 | |
Payment for note receivable - related party | (37,500) | (230,000) |
Net cash used in investing activities | 1,781,491 | (551,167) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants | 1,785,930 | 1,797,450 |
Proceeds from exercise of common stock warrants | 275,087 | 385,875 |
Proceeds from shareholder loans | 977,500 | |
Proceeds from promissory notes | 1,225,000 | |
Payment on shareholder loans | (627,500) | |
Payment on bank loan | (284) | |
Net cash provided by financing activities | 3,285,733 | 2,533,325 |
Net increase/(decrease) in cash | 129,527 | (1,571,435) |
Cash at beginning of year | 32,979 | 1,604,414 |
Cash at end of year | 162,506 | 32,979 |
Supplemental disclosure: | ||
Cash paid for interest | 164,177 | 78,110 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Shares issued for intellectual property purchase | $ 4,920,000 | |
Conversion of notes receivable to investment | 5,250,000 | |
Issuance of note receivable | $ 1,600,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | 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] | ||||
Common stock issued for cash | $ 9 | 1,797,450 | 1,797,459 | |
Common stock issued for cash (in shares) | 905,000 | |||
Warrants Exercised | $ 1 | 385,875 | 385,876 | |
Warrants Exercised (in shares) | 147,000 | |||
Stock issued for stock compensation | $ 5 | 649,205 | 649,210 | |
Stock issued for stock compensation (in shares) | 503,300 | |||
Shares issued for Investor Relations | $ 2 | 314,998 | 315,000 | |
Shares issued for Investor Relations (in shares) | 150,000 | |||
Shares Retired due to Termination/Breach of Contract | $ (1) | (1,039,499) | (1,039,500) | |
Shares Retired due to Termination/Breach of Contract (in shares) | (140,000) | |||
Warrants issued for stock compensation | 210,439 | 210,439 | ||
Shares issued for Settlement | 46,200 | 46,200 | ||
Shares issued for Settlement (in shares) | 20,000 | |||
Anti-Dilution Shares Issued (in shares) | 4,390 | |||
Net income (loss) | 4,298,563 | 4,298,563 | ||
Balances at ending at Feb. 28, 2019 | $ 96 | 114,265,762 | (106,398,211) | 7,867,647 |
Balance at ending (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 | |||
Stock issued for stock compensation | $ 2 | 302,305 | 302,307 | |
Stock issued for stock compensation (in shares) | 188,533 | |||
Shares issued for Investor Relations | $ 2 | 404,648 | 404,650 | |
Shares issued for Investor Relations (in shares) | 174,000 | |||
Shares issued for intangible assets | $ 20 | 4,919,980 | 4,920,000 | |
Shares issued for intangible assets (in shares) | 1,968,000 | |||
Shares issued for marketing services | 46,500 | 46,500 | ||
Shares issued for marketing services (in shares) | 25,000 | |||
Net income (loss) | (9,454,686) | (9,454,686) | ||
Balances at ending at Feb. 29, 2020 | $ 131 | $ 122,000,201 | $ (115,852,897) | $ 6,147,435 |
Balance at ending (in shares) at Feb. 29, 2020 | 13,069,339 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 29, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 – Description of Business and Summary of 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. Basis of Presentation The accompanying consolidated financial statements include the accounts of Monaker Group, Inc. and all of its wholly and majority-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States. All significant intercompany transactions and balances have been eliminated in consolidation. Business Segment The Company has one operating segment consisting of various products and services related to its online marketplace of travel and accommodation rental listings. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, the valuation of stock options and, deferred income taxes. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at February 29, 2020 and February 28, 2019. Website Development Costs The Company accounts for website development costs in accordance with ASC 350-50 “ Website Development Costs Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ ASC 985-20-25 Impairment of Intangible Assets In accordance with ASC 350-30-65 “ Goodwill and Other Intangible Assets 1. Significant underperformance compared to historical or projected future operating results. 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business, and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense of $293,804 and $293,804 during the years ended February 29, 2020 and February 28, 2019, 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 Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification has no impact on the total assets, total liabilities, stockholders’ equity and net loss for the period. Earnings per Share Basic earnings per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share 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. 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 as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). Cost of Revenue Cost of revenue consists of cost of the tours and activities, commissions and merchant fees charged by credit card processors. Selling and Promotions Expense Selling and promotion expenses consist primarily of advertising and promotional expenses, expenses related to our participation in industry conferences, and public relations expenses. Advertising Expense Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying consolidated financial statements. Advertising expense for the years ended February 29, 2020 and February 28, 2019, was $135,303 and $0, respectively. Share Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, “ Compensation – Stock Compensation The Company adopted ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ASU 2018-7 Warrant Modifications The Company treats a modification of the terms or conditions of an equity award in accordance with ASC Topic 718-20-35-3 by treating the modification as an exchange of the original award for a new award. In substance, the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of this Topic over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “ Accounting for Income Taxes, The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of February 29, 2020, the Company’s income tax returns for tax years ending February 28, 2019, 2018, 2017, February 29, 2016 and February 28, 2015, 2014, 2013, and February 29, 2012 remain potentially subject to audit by the taxing authorities. Monaker Group, Inc. follows the guidance of ASC 740, “ Income Taxes. Our effective tax rate was 25.5% for the years ended February 29, 2020 and February 28, 2019. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act significantly changed the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. As a result of enactment of the legislation, we have not incurred additional income tax expense during the February 29, 2020 and February 28, 2019 fiscal year-ends. The Company does not have exposure to tax on accumulated foreign earnings or an exposure from the repeal of foreign tax credits. Fair Value of Financial Instruments The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ○ Level 1 - 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. Financial instruments consist principally of cash, accounts receivable, prepaid expenses, notes receivable, net, accounts payable, accrued liabilities, notes payable, related parties, line of credit and certain other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments (see Note 13– Fair Value Measurements). Recent Accounting Policies Adopted Leases. The key difference between the previous guidance and the Update is the recognition of a right-to-use asset and lease liability on the statement of financial position for those leases previously classified as operating leases under the old guidance. Implementation of the Update will primarily impact the statement of financial position. It does not include provisions that would significantly impact the statements of operations or cash flows. The Company’s leases are classified as operating leases. Therefore, the operating right-to-use asset and operating lease liability were recorded on the balance sheet. There is no impact to retained earnings upon adoption. Our monthly rent payment is recorded directly as an expense to the statement of operations and subsequently on the statement of cash flows. Recent Accounting Pronouncements Not Yet Adopted Measurement of Credit Losses on Financial Instruments. |
Going Concern
Going Concern | 12 Months Ended |
Feb. 29, 2020 | |
Going Concern | |
Going Concern | Note 2 – Going Concern As of February 29, 2020, and February 28, 2019, the Company had an accumulated deficit of $115,852,897 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 $300,000, exclusive of capital expenditures. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support current operations. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully-implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity. As of February 29, 2020, we had approximately $4,078,849 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 from third parties by way of public or private offerings of equity or debt and sales of shares of other companies currently owned by the Company. 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. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Feb. 29, 2020 | |
Receivables [Abstract] | |
Notes Receivable | Note 3 – Notes Receivable Current $230,000 Promissory Note from Bettwork Industries Inc. On October 10, 2018, we entered into a Promissory Note with Bettwork Industries Inc. (“ Bettwork Bettwork Note Default Rate $37,500 Promissory Note from Crystal Falls Investments LLC. On January 13, 2020, we entered into a Promissory Note with Crystal Falls Investments LLC. (“ Crystal Default Rate 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 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 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, for the sale of its 51% membership interest in Name Your Fee, LLC, in exchange for a Promissory Note, maturing on May 15, 2018, in the amount of $750,000 (the “ Name Your Fee Note On August 31, 2017, we entered into an Assignment and Novation Agreement (the “ Assignment BETW |
Investment in Equity Instrument
Investment in Equity Instruments | 12 Months Ended |
Feb. 29, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Equity Instruments | Note 4 – Investment in Equity Instruments We assess the potential impairment of our equity method investments when indicators such as a history of operating losses, negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value. Verus International, Inc and NestBuilder.com Corp (OTCMKTS: VRUS) We have recognized an impairment loss on investment in unconsolidated affiliate. As of February 29, 2020, and February 28, 2019, Monaker owned 16,345,101 and Verus On December 22, 2017, we entered into a Settlement Agreement with Verus, NestBuilder.com Corp. (“ Nestbuilder AST On April 10, 2019 and effective on February 8, 2019, we entered into an Inducement Agreement with Verus. Pursuant to the Inducement Agreement, we agreed to amend the designation of the Series A Convertible Preferred Stock of Verus (the “ Series A Preferred Stock Ownership Blocker On April 10, 2019 and effective on February 8, 2019, we entered into an Inducement Agreement with Verus International, Inc., formerly Realbiz Media Group, Inc. (“ Verus Inducement Agreement Series A Preferred Stock On April 16, 2019, Verus filed a Certificate of Amendment (the “ Amendment As of January 31, 2020, Verus has 2,320,876,565 shares of common stock outstanding, 41,444,601 shares of Series A preferred stock outstanding and 430,801 shares of Series C preferred stock outstanding. On February 29, 2020, the Company owned the 61,247,139 remaining shares of Verus’s common stock at $0.016 per share valued at $979,954. 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 3 – Notes Receivable), evidencing amounts we were owed by Bettwork, were exchanged for 7,000,000 shares of Bettwork’s common stock at $0.75 per share for a fair value of $5,250,000 as of July 2, 2018. Bettwork’s common stock has a readily determinable fair value as it is quoted on the OTC Pink market under the symbol “ BETW On November 29, 2018 and December 6, 2018, the Company entered into Stock Purchase Agreements with each of (a) the Donald P. Monaco Insurance Trust, of which Donald Monaco is the trustee and the Chairman of the Board of Directors of the Company; and (b) Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company, respectively (collectively, the “ Purchasers Stock Purchase Agreements As of August 31, 2018 (the end of the last fiscal quarter prior to the entry into the Stock Purchase Agreements), the Company had valued the above-noted shares of Bettwork’s common stock at the stock’s trading price which was $0.70 per share. The carrying value of the Bettwork shares have been marked to market at the end of each reporting period through February 28, 2019. On February 29, 2020, the shares of Bettwork’s common stock were trading at $0.25 per share which decreased the fair value of the 6,142,856 remaining shares of Bettwork common stock to $1,535,714 and caused an accumulated fair value loss of $6,081,427 to be realized. The change in fair value of $6,081,427 is recognized in net income (loss) as other income, valuation loss, net, as a valuation loss as of February 29, 2020. Pursuant to the OTC Markets as of May 11, 2020, Bettwork has 42,403,893 outstanding shares of common stock. The Company’s ownership of 6,142,856 shares of common stock represents a 14.5% interest in Bettwork. Recruiter.com Group, Inc. formerly Truli Technologies Inc (OTCQB: RCRT). On August 31, 2016, Monaker entered into a Marketing and Stock Exchange Agreement with Recruiter.com (“ Recruiter On January 15, 2019, pursuant to an Agreement and Plan of Merger / Merger Consideration, Truli Technologies Inc which subsequently changed its name to Recruiter.com Group, Inc. (OTCQB: RCRT) (“ Recruiter.com Recruiter.com Recruiter.com Recruiter.com On August 22, 2019, Recruiter.com announced a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-80. This resulted in a reduction in the shares of Recruiter.com’s common stock held by the Company from 11,141,810 shares to 139,273 shares, which shares were valued at $2.70 per share at market closing on the date of the reverse. As of February 29, 2020, each share of Recruiter.com’s common stock was valued at $2.25 per share which decreased the fair value of the 139,273 shares of Recruiter.com common stock to $313,363 and caused an accumulated fair value loss of $160,164 to be realized. The change in fair value of $160,164 is recognized in net income as other income, valuation loss, net, as a valuation loss as of February 29, 2020. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Feb. 29, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 5 – Acquisitions and Dispositions On August 31, 2017, we entered into an Assignment and Novation Agreement (the “ Assignment Note 3 – Notes Receivable On August 31, 2017, we entered into a Purchase Agreement with Bettwork whereby we sold Bettwork Assets certain assets in consideration for a $2.9 Million Secured Note. See “ Note 3 – Notes Receivable Exponential, Inc (XPO) On October 23, 2017, we entered into a Platform Purchase Agreement with Exponential, Inc. (“ XPO The investment in the XPO platform included a platform and API to be delivered to Monaker by November 17, 2017. The 200,000-share purchase price included 140,000 shares for granting Monaker exclusivity for all travel sales on the platforms of all of XPO’s clients. Monaker was granted a 180 day review period for performance of the platform (through May 16, 2018) and if Monaker concluded, at its sole discretion, that the platform did not perform as expected, Monaker could serve notice to cancel travel exclusivity and only maintain exclusivity in the Alternative Lodging Rental (ALR) category by reducing the number of shares due under the Platform Purchase Agreement to 60,000 shares (i.e., cancelling 140,000 of the Shares). The platform, as contracted with XPO, was delivered and it was continuously upgraded by XPO through May 16, 2018. However, the platform did not perform as represented by XPO and Monaker notified XPO of its intent to cancel the travel exclusivity shares (i.e., 140,000 shares) and cancelled those shares on June 29, 2018. The Company maintained exclusivity with XPO and its clients in the ALR category as agreed in the Platform Purchase Agreement in consideration for 60,000 shares, which were not cancelled. Although the 140,000 shares had not been cancelled as of February 28, 2018, due to agreement to cancel the travel exclusivity shares and the failure to connect Monaker’s ALR products to XPO, Monaker reserved 100% of the investment (i.e., 200,000 shares valued at $1,485,000) retroactively to February 28, 2018, and recognized an impairment loss as of February 28, 2018 and reduced the value of the asset to $0 as of February 29, 2020 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 cancelling of the 140,000 shares. Since the impairment cannot be restored and the asset has already been reduced to $0, a valuation gain of $1,039,500 is realized for the value recovered in net income as other income, valuation gain, net, for the year ended February 28, 2019. A-Tech LLC and Bettwork Industries Inc. – Purchase of Right to Own and Conversion of Promissory Notes to Shares of Bettwork On November 21, 2017, Monaker entered into a Purchase Agreement and an addendum thereto (the “ Purchase Addendum A-Tech Parula Property Construction Obligation On May 31, 2018 effective February 28, 2018, Monaker and A-Tech entered into a First Amendment to the Purchase Agreement, to amend the terms of the Purchase Agreement to (a) provide for the acquisition by Monaker of a ‘right to own’ the Property instead of the ownership of the Property itself, as the title to the Property had not been legally transferred as of such date, which ‘right to own’ had an exercise price of $0 and was transferrable and exercisable by the Company at any time, (b) terminate the Construction Obligation, and (c) to correct certain inaccuracies in the original agreement. The First Amendment also required A-Tech to return 210,632 shares of common stock to Monaker for cancellation and were cancelled for non-performance. The First Amendment to the Purchase Agreement had an effective date of November 21, 2017. Immediately thereafter, on May 31, 2018, Monaker and Bettwork entered into an agreement whereby Bettwork acquired the ‘right to own’ the Property from the Company in consideration for a Secured Convertible Promissory Note in the amount of $1.6 million (the “ Secured Note Transaction BETW Sale of Bettwork Shares to Directors On November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to the Monaco Trust, of which Donald P. Monaco is the trustee and Chairman of the Board of Directors of the Company at $0.70 per share for a total of $300,000. On December 6, 2018, effective November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company (“ Charcoal |
Website Development Costs and I
Website Development Costs and Intangible Assets | 12 Months Ended |
Feb. 29, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Website Development Costs and Intangible Assets | Note 6 – Website Development Costs and Intangible Assets The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of February 29, 2020 and February 28, 2019: February 29, 2020 Useful Life Cost Accumulated Amortization Net Carrying Value Website platform 1.0 years $ 400,000 $ 400,000 $ — Contracts, domains, customer lists 2.0 years 1,199,447 1,199,447 — Website platform 3.0 years 37,657 37,657 — Website development costs 3.0 years 883,776 801,126 82,650 Website development costs (not placed in service) 3.0 years 1,559,262 — 1,559,262 Web platform 4.0 years 598,099 598,099 — Trademark Indefinite 6,283 — 6,283 Software Development Costs 3.0 years 48,759 48,759 CIP – IDS Project 5,015,593 — 5,015,593 $ 9,748,876 $ 3,036,329 $ 6,712,547 During the year ended February 29, 2020, the Company purchased $5,015,593 of the intellectual property including an e-commerce platform from IDS Inc. The cost of purchases was recorded as Capital in Progress (CIP). In addition, The Company incurred $183 in fees to register its trademark and capitalized $48,759 of software development costs. February 28, 2019 Useful Life Cost Accumulated Amortization Net Carrying Value Website platform 1.0 years $ 400,000 $ 400,000 $ — Contracts, domains, customer lists 2.0 years 1,199,447 1,199,447 — Website platform 3.0 years 37,657 37,657 — Website development costs 3.0 years 883,776 507,322 376,454 Website development costs (not placed in service) 3.0 years 1,559,262 — 1,559,262 Web platform 4.0 years 598,099 598,099 — Trademark Indefinite 6,100 — 6,100 $ 4,684,340 $ 2,742,525 $ 1,941,816 During the year ended February 28, 2019, the Company incurred $183 in fees to register its trademark and $960,497 of additional development costs. This capitalization of these costs fall within the scope of ASC 350-50-25-15 wherein costs of upgrades and enhancements should be capitalized as they will result in added functionality of the website. Intangible assets are amortized on a straight-line basis over their expected useful lives, estimated to be 4 years, except for the website(s), which is 3 years. Amortization expense related to website development costs and intangible assets was $293,804 and $293,804 for the years ended February 29, 2020 and February 28, 2019, respectively. |
Line of Credit
Line of Credit | 12 Months Ended |
Feb. 29, 2020 | |
Line Of Credit | |
Line of Credit | Note 7 – Line of Credit On June 15, 2016, we entered into a revolving line of credit agreement with Republic Bank, Inc. of Duluth, Minnesota (“ Republic On September 16, 2019, the Company entered into a commercial debt modification agreement with Republic Bank to extend the maturity date of the line of credit to December 15, 2019. On December 6, 2019, the Company entered into another commercial debt modification agreement with Republic Bank (now known as National Bank of Commerce after the merger) to extend the maturity date of the line of credit to June 30, 2020. The line of credit, as amended and extended, provides that amounts borrowed under the line of credit accrue interest at the Wall Street Journal U.S. Prime Rate plus 1% (updated daily until maturity), payable monthly in arrears beginning on September 28, 2018. The loan contains standard and customary events of default and no financial covenants. As of February 29, 2020, and February 28, 2019, $1,192,716 and $1,193,000, respectively, is outstanding under the line of credit. Interest expense charged to operations relating to this line of credit was $74,858 and $72,939, respectively for the years ended February 29, 2020 and February 28, 2019. The Company has accrued interest as of February 29, 2020 and February 28, 2019 of $-0- and $-0-, respectively. |
Deferred Gain
Deferred Gain | 12 Months Ended |
Feb. 29, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred Gain | Note 8 – Deferred Gain On August 31, 2017, we sold non-core assets for $2,900,000 (with a net book value of $0) which included our 71.5% membership interest in Voyages North America, LLC, our 10% ownership in Launch360 Media, Inc., rights to broadcast television commercials for 60 minutes every day on R&R TV network stations and our technology platform for Home & Away Club in exchange for a $2.9 Million Secured Note from Bettwork (as described in “Note 3 – Notes Receivable” and “Note 5 – Acquisitions and Dispositions”). The gain on the sale of the non-core assets (described above) is a deferred gain until it is probable that the Note receivable will be collected. The $2.9 Million Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 4.99% beneficial ownership limitation (which may be waived by us with at least 61 days prior written notice). The conversion price of the $2.9 Million Secured Note is $1.00 per share (the “ Conversion Price Transaction BETW |
Related Party Promissory Notes
Related Party Promissory Notes and Transactions | 12 Months Ended |
Feb. 29, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Promissory Notes and Transactions | Note 9 – Related Party Promissory Notes and Transactions 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 February 29, 2020 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 3 – Notes Receivable A-Tech LLC and Bettwork Industries Inc. – Purchase of Right to Own and Conversion of Promissory Notes to Shares of Bettwork Note 5 – Acquisitions and Dispositions On July 28, 2018, Monaker borrowed $200,000 from The Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and Chairman of the Board of Directors of the Company (the “ Monaco Trust Monaco Trust Note On August 23, 2018, Monaker borrowed $300,000 from the Monaco Trust. The loan is evidenced by a Promissory Note in the amount of $300,000 (the “ 2nd Monaco Trust Note On August 14, 2018, William Kerby, the Chief Executive Officer of the Company loaned the Company $20,000, which was evidenced by a Promissory Note dated August 14, 2018. The loan is evidenced by a Promissory Note in the amount of $20,000 (the “ Kerby Note On November 29, 2018, the Company sold 428,572 shares of Bettwork’s common stock to the Donald P. Monaco Insurance Trust, of which Donald P. Monaco is the trustee and Chairman of the Board of Directors of the Company, at $0.70 per share for a total of $300,000. On December 6, 2018, effective November 29, 2018, the Company sold 428,572 shares of Bettwork common stock to Charcoal Investment Ltd, which entity is owned by Simon Orange, a member of the Board of Directors of the Company (“ Charcoal From October 3, 2018, through February 28, 2019, Omar Jimenez (the former Chief Operating Officer, Chief Financial Officer and director of the Company), 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. The remaining balance due to Mr. Jimenez of $306,000 was repaid on April 29, 2019, from funds raised in an underwritten offering which closed in April 2019 discussed below under “Note 10- Stockholders’ Equity” – “Related Party Transactions”. As of February 29, 2019, the Company owed $0 to Mr. Jimenez for advances. 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 our underwritten offering. The loan was repaid on May 2, 2019, from funds raised in our public offering which closed on October 2, 2018. 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 On March 5, 2019, a First Amendment to Warrant agreement (the “ Amendment 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 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. 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)), for his efforts and actions on behalf of the Company during fiscal 2019. The Bonus, in the option of Mr. Kerby, exercisable at any time prior to June 30, 2019, was eligible to be paid: (a) in shares of the Company’s common stock (the “Stock Bonus Option and the “Option Shares); (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; (ii) Recruiter.com; and/or (iii) Bettwork. 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 issued him 12,812 shares of common stock under the 2017 Equity Incentive 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 requested that $119,000 of the Bonus be paid in shares of Verus’ common stock and as such, the Company, on August 9, 2019, transferred ownership of 5,042,373 shares of Verus’ common stock (based on an average five day closing price of $0.0236 per share), equal to $119,000, to Mr. Kerby, to satisfy the Bonus. From June to August 2019, the Company borrowed additional funds from the Monaco Trust as follows; $200,000 on June 25, 2019, $50,000 on July 12, 2019, $100,000 on August 1, 2019, and $350,000 on August 14, 2019, which amounted to $700,000 in aggregate. On October 29, 2019, the Company entered into Promissory Notes with Robert J. Mendola (a Director of the Company) and Pasquale LaVecchia (a Director of the Company) in the amounts of $150,000 and $25,000, respectively (the “ Director Notes On October 29, 2019, the Company entered into Stock Purchase Agreements with (a) Monaco Investment Partners, LP, of which Donald Monaco is the managing partner and a member of the Board of Directors of the Company; (b) Simon Orange, a member of the Board of Directors of the Company; and (c) William Kerby, the Chief Executive Officer and director of the Company. Pursuant to the Stock Purchase Agreements, the Company agreed to sell the purchasers 25,562,500 shares (1,562,500 shares to Mr. Kerby and 12,500,000 shares to each of Monaco Investment Partners, LP and Mr. Orange) of restricted Series A Convertible Preferred Stock of Verus International, Inc. (“Verus). The purchase price for the Verus shares was determined by the Board of Directors of the Company, based on among other things, the recent trading prices of Verus’ common stock on the OTCQB Market, as publicly reported. The Company received net proceeds of $425,000 from the Stock Purchase Agreements. On December 9, 2019, the Company entered into an Amended and Restated Promissory Note with Monaco Trust, in the amount of up to $2,700,000 (the “ Revolving Monaco Trust Note On January 29, 2020, the Company entered into first amendments to the Director Notes and Revolving Monaco Trust Note with the directors and the Monaco Trust, respectively, to extend the maturity date of such notes from February 1, 2020 to April 1, 2020 (the “Note Amendments”). No other changes were made to such notes as a result of such amendments. On February 12, 2020, the Company borrowed an additional $200,000 from the Revolving Monaco Trust Note. As of February 29, 2020, the Revolving Monaco Trust Note has a balance of $1,400,000 and the amount remaining under the note of $1,300,000, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the note, with the approval of the Monaco Trust. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Feb. 29, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 10 – Stockholders’ Equity Preferred stock The aggregate number of shares of preferred stock that the Company is authorized to issue is up to One Hundred Million (100,000,000), with a par value of $0.00001 per share (the “ Preferred Stock On August 26, 2016, we converted all of our then outstanding Series B (110,200 shares), Series C (13,100 shares) and Series D (110,156 shares) Preferred Stock, into an aggregate of 444,712 shares of our common stock, pursuant to certain special conversion terms offered in connection therewith and the mandatory conversion terms thereof. On September 22, 2017, we filed a Certificate of Withdrawal of Certificate of Designations relating to our Series B, Series C and Series D Preferred Stock and terminated the designation of our Series B, Series C and Series D Preferred Stock. The designations previously included (a) 3,000,000 shares of preferred stock designated as Non-Voting Series B 10% Cumulative Convertible Preferred Stock; (b) 3,000,000 shares of preferred stock designated as Non-Voting Series C 10% Cumulative Convertible Preferred Stock; and (c) 3,000,000 shares of preferred stock designated as Non-Voting Series D 10% Cumulative Convertible Preferred Stock. The Certificate of Withdrawal of Certificate of Designations did not affect the Company’s previously designated shares of Series A 10% Cumulative Convertible Preferred Stock. All Series A, B, C and D Preferred Stock shares have been retired. There are no outstanding Series A, B, C, and D Preferred Stock shares. Series A Preferred Stock The Company has authorized and designated 3,000,000 shares of Preferred Stock as Series A 10% Cumulative Convertible Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock Per the terms of the Amended and Restated Certificate of Designations relating to the Series A Preferred Stock, subject to the availability of authorized and unissued shares of Series A Preferred Stock, the holders of Series A Preferred Stock may, by written notice to the Company: ● elect to convert all or any part of such holder’s shares of Series A Preferred Stock into common stock at a conversion rate of the lower of: a) $62.50 per share; or b) at the lowest price the Company has issued stock as part of a financing; or ● convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Company, secured by a security interest in all of the assets of the Company and its subsidiaries, at a rate of $62.50 of debt for each share of Series A Preferred Stock. On July 9, 2013, the Company amended the Certificate of Designations for the Company’s Series A Preferred Stock to allow for conversion into Series C Preferred stock to grant to a holder of the Series A Preferred Stock the option to: ● elect to convert all or any part of such holder’s shares of Series A Preferred Stock into shares of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (“ Series C Preferred Stock On February 28, 2014, the Company’s Series A Preferred Stock shareholders agreed to authorize a change to the Certificate of Designations of the Series A Preferred Stock in Nevada to lock the conversion price to the lower of (a) a fixed price of $1.25 per share; and (b) the lowest price the Company has issued stock as part of a financing after January 1, 2006. On July 31, 2017, the Company entered into a Common Stock and Warrant Purchase Agreement, with certain accredited investors. A required term of the Common Stock and Warrant Purchase Agreement was that William Kerby, our Chief Executive Officer and Chairman and Donald P. Monaco, our Director, on behalf of themselves and the entities which they control, convert the 1,869,611 shares of Series A 10% Cumulative Convertible Preferred Stock beneficially owned by them (representing all of our then outstanding shares of Series A Preferred Stock) into 1,495,689 shares of common stock of the Company, which conversions were effective July 28, 2017. Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 as of February 29, 2020 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 February 29, 2020 and February 28, 2019. Share Repurchase Transactions During the years ended February 29, 2020 and February 28, 2019, there were no repurchases of the Company’s common stock by Monaker. Common Stock On February 6, 2018, the Board of Directors of the Company, approved a 1-for-2.5 reverse stock split of the Company’s outstanding common stock (the “ Reverse Split Stockholder Authority During the twelve months ended February 29, 2020, the Company: ● Issued 1,000,500 shares of common stock in an underwritten offering valued at $2,001,000, at an offering price to the public of $2.00 per share (when including the underwriter’s option which was exercised). ● Issued 35,750 shares of common stock valued at $101,888 to Monaco Investment Partners II, which is owned and controlled by Donald P. Monaco, a director, in connection with the exercise of warrants. ● Issued 66,600 shares of common stock valued at $132,000 to warrant holders in connection with the exercise of warrants. ● Issued 5,000 shares of restricted common stock valued at $13,900 to an employee, pursuant to an employment agreement. ● Issued 5,000 shares of restricted common stock valued at $15,000 to a consultant for consulting services. ● Issued 29,000 shares of restricted common stock valued at $87,000 to a consultant for consulting services. ● Issued 40,000 shares of restricted common stock, valued at $128,400 for an employment incentive agreement. ● Issued 6,250 shares of common stock valued at $20,063 to Simon Orange, a director of the Company, in consideration for past services to the Board. ● Issued 7,500 shares of common stock valued at $24,075 to Donald P. Monaco, the Chairman of the Board, in consideration for past services rendered to the Board. ● Issued 6,250 shares of common stock valued at $20,063 to Doug Checkeris, a director of the Company for past services. ● Issued 6,250 shares of common stock valued at $20,063 to Pasquale LaVecchia, a Director of the Company for past services. ● Issued 12,812 restricted common shares valued at $41,127 to William Kerby, a member of the Board of Directors and Executive of the Company, in recognition of past services and accomplishments. ● Issued 7,500 shares of common stock valued at $19,800 to Donald P. Monaco, the Chairman of the Board, in consideration for past services rendered to the Board. ● Issued 6,250 shares of common stock valued at $16,500 to Pasquale LaVecchia, a Director of the Company, in consideration for past services rendered to the Board. ● Issued 6,250 shares of common stock valued at $16,500 to Doug Checkeris, a director of the Company, in consideration for past services rendered to the Board. ● Issued 6,250 shares of common stock valued at $16,500 to Simon Orange, a director of the Company, in consideration for past services rendered to the Board. ● Issued 12,812 shares of common stock valued at $33,824 to William Kerby, a member of the Board of Directors and Executive of the Company. These shares were issued in error and were cancelled in October 2019, as discussed below. ● Issued 1,968,000 shares of common stock valued at $4,920,000 to IDS, Inc, pursuant to an intellectual property purchase agreement. ● Issued 7,500 shares of common stock valued at $16,200 to Donald P. Monaco, the Chairman of the Board, in consideration for services rendered to the Board. ● Issued 6,250 shares of common stock valued at $13,500 to Doug Checkeris, a director of the Company, in consideration for past services rendered to the Board. ● Issued 6,250 shares of common stock valued at $13,500 to Pasquale LaVecchia, a director of the Company, in consideration for past services rendered to the Board. ● Issued 6,042 shares of common stock valued at $13,051 to Simon Orange, a director of the Company, in consideration for past services rendered to the Board. ● Issued 1,041 shares of common stock valued at $2,478 to Robert J. Mendola, a director of the Company, in consideration for past services rendered to the Board. ● Issued 833 shares of common stock valued at $1,983 to Rupert Duchesne, a director of the Company, in consideration for past services rendered to the Board. ● Issued 15,000 shares of restricted common stock, valued at $32,400 for marketing services. ● Issued 40,000 shares of restricted common stock valued at $86,400 for consulting services. ● Issued 60,000 shares of restricted common stock, valued at $129,600 for consulting services. ● Issued 25,000 shares of restricted common stock, valued at $54,250 for consulting services. ● Canceled 12,812 shares of common stock which were originally issued to William Kerby as such shares were issued in error, which were valued at $33,824. ● Issued 12,000 shares of restricted common stock valued at $31,800 to an employee, pursuant to an employment agreement ● Issued 7,500 shares of common stock valued at $15,075 to Donald P. Monaco, the Chairman of the Board, in consideration for services rendered to the Board. ● Issued 6,250 shares of common stock valued at $12,563 to Doug Checkeris, a director of the Company, in consideration for past services rendered to the Board. ● Issued 6,250 shares of common stock valued at $12,563 to Pasquale LaVecchia, a director of the Company, in consideration for past services rendered to the Board. ● Issued 5,000 shares of common stock valued at $10,050 to Simon Orange, a director of the Company, in consideration for past services rendered to the Board. ● Issued 6,250 shares of common stock valued at $12,563 to Robert J. Mendola, a director of the Company, in consideration for past services rendered to the Board. ● Issued 5,000 shares of common stock valued at $10,050 to Rupert Duchesne, a director of the Company, in consideration for past services rendered to the Board. ● Issued 2,055 shares of common stock valued at $4,131 to Alexandra C. Zubko, a director of the Company, in consideration for past services rendered to the Board. ● Issued 25,000 shares of restricted common stock, valued at $46,500 for investor relation services. During the twelve months ended February 28, 2019, the Company: ● Issued 905,000 shares of common stock value at $1,900,500 in connection with a Securities Purchase Agreement. Additionally, the Company issued 724,000 warrants to purchase 724,000 shares of common stock. The warrants had an exercise price of $2.85 per share (subject to certain anti-dilution rights, which effective in April 2019, in connection with our April 2019 underwritten offering, were automatically repriced to have an exercise price of $2.00 per share) and will expire five years from date of issuance. ● Issued 4,390 shares of common stock valued at $21,248 in connection with the anti-dilution provisions of the July 31, 2017, Common Stock and Warrant Purchase Agreement, pursuant to which the Company sold certain accredited investors an aggregate of 613,000 shares of our common stock and 613,000 warrants to purchase one share of common stock for $5.00 per unit. ● Sold 147,000 shares of restricted common stock for $385,875 in proceeds in connection with the exercise of warrants. ● Issued 503,300 shares of common stock valued at $649,211 for consulting services. ● Issued 20,000 shares of common stock valued at $46,200 via a settlement agreement. ● Canceled and retired 140,000 shares of common stock valued at $1,039,500 due to non-performance pursuant to the terms of a Platform Purchase Agreement. ● Issued 150,000 shares of common stock valued at $315,000 for investor relation services. ● Issued 15,000 shares of common stock valued at $21,300 to an employee for services rendered. ● Issued 25,000 shares of common stock valued at $38,500 to William Kerby, CEO and Vice Chairman of the Board of Directors pursuant to the terms of his employment contract. ● Issued 270,000 shares of common stock valued at $353,700 to non-executive Board members for prior services provided to the Company. The Company had 13,069,339 and 9,590,956 shares of common stock issued and outstanding as of February 29, 2020 and February 29, 2019, respectively. Common Stock Warrants On January 29, 2018, we entered into a First Amendment To Warrant agreement with The Stadlin Trust dated 5/25/01 (“ Stadlin Additionally, as a result of the reduction in the exercise price of the Stadlin warrants which was agreed to pursuant to the amendment, the anti-dilution provisions of the July 2017 purchase agreement and the purchasers’ warrants granted in connection therewith was triggered. Specifically, because the Company issued shares of common stock below (a) the $5.00 price per share of the securities sold pursuant to the purchase agreement, the purchasers were due an additional 1,220 shares of the Company’s common stock; and (b) the $5.125 exercise price of the warrants sold pursuant to the purchase agreement (and the warrants granted to the placement agent), the exercise price of such warrants remained unchanged at $5.125 per share. At first, the warrants were accounted for as part of Company equity since the warrants were considered indexed to the Company’s own stock. However, under ASC 815, the “ down round In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the Board determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for the Company to account for the outstanding warrants that contain down round features as derivative instruments. The following table sets forth common stock purchase warrants outstanding as of February 29, 2020, and February 28, 2019, and changes in such warrants outstanding for the years ending February 29, 2020 and February 28, 2019: Warrant Weighted Outstanding, February 28, 2018 1,118,941 $ 5.27 Warrants granted 899,000 $ 2.85 Warrants exercised/forfeited/expired (287,000 ) $ (4.22 ) Outstanding, February 28, 2019 1,730,941 $ 3.90 Warrants granted — $ — Warrants exercised/forfeited/expired (383,550 ) $ (3.70 ) Outstanding, February 29, 2020 1,347,391 $ 3.32 Common stock issuable upon exercise of warrants 1,347,391 $ 3.32 Common Stock Issuable Upon Exercise of Common Stock Issuable Upon Range of Prices Number Outstanding at Weighted Weighted Number Exercisable at February 29, 2020 Weighted $ 2.00 637,400 3.59 $ 2.00 637,400 $ 2.00 $ 2.85 175,000 1.25 $ 2.85 175,000 $ 2.85 $ 3.75 30,000 0.29 $ 3.75 30,000 $ 3.75 $ 5.00 72,320 0.06 $ 5.00 72,320 $ 5.00 $ 5.13 411,671 2.23 $ 5.13 411,671 $ 5.13 $ 5.25 — — $ — — $ — $ 5.63 21,000 2.28 $ 5.63 21,000 $ 5.63 $ 6.25 — — $ — — $ — $ 7.50 — — $ — — $ — 1,347,391 2.30 $ 3.32 1, 347,391 $ 3.32 At February 29, 2020, there were warrants outstanding to purchase 1,347,391 shares of common stock with a weighted average exercise price of $3.32 and weighted average remaining life of 2.30 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 weighted average life of 4.33 years. During the year ended February 29, 2020, the Company granted: ● warrants to purchase 112,150 shares of common stock in connection with subscriptions for shares of common stock. On January 22, 2020, the Company entered into Stock Purchase Agreement with William Kerby, the Chief Executive Officer and Director of the Company. The Company agreed to sell Mr. Kerby 1,562,500 shares of restricted Series A Convertible Preferred Stock of Verus International, Inc. for a total of $25,000 at $0.016 per shares. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Feb. 29, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Our executive, administrative and operating offices are primarily located in Weston, Florida where we leased approximately 2,500 square feet of office space at 2690 Weston Road, Suite 200, Weston, Florida 33331. In accordance with the terms of the office space lease agreement, the Company was renting the commercial office space, for a term of three years from January 1, 2016 through December 31, 2018. Monthly rental costs for calendar years 2017, 2018 and 2019 were $6,695, $6,896 and $6,243, respectively per month. The 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. On October 1, 2019, the Company entered into a new contract for a new call center, approximately 4,048 square feet, at 6345 South Pecos Road, Suite 206, 207, and 208, Las Vegas, Nevada 89120. The lease has a term of one year from October 1, 2019 through September 30, 2020. Monthly base rental costs; (i) $ 3,643 from October 1, 2019 through November 30, 2019 (ii) $3,789 from December 1, 2019 through September 30, 2020. The rent also includes the monthly payment of the operating expenses (Tenant’s Proportionate Share of the Building and/or Project) which cost approximately $1,100 per month. The rent for the years ended February 29, 2020 and February 28, 2019 was $77,659 and $76,191, respectively. The call center rental payments through February 29, 2020 amount to $13,200. The following schedule represents obligations under written commitments on the part of the Company that are not included in liabilities: Current Long-term FYE 2021 FYE 2022 Totals Office Leases $ 121,879 $ 10,171 $ $ 132,050 Other 7,940 — 7,940 Totals $ 129,819 $ 10,171 $ $ 139,990 The Company is committed to pay three to six months’ severance in the case of termination or death to certain key officers, and up to 12 months upon a termination in connection with a change in control in some cases. Nasdaq Letters On February 11, 2019, the Company received a letter (the “ Letter Nasdaq independent directors Notwithstanding such non-compliance, Nasdaq has provided the Company a cure period in order to regain compliance as follows: ● until the earlier of the Company’s next annual shareholders’ meeting or January 23, 2020; or ● if the next annual shareholders’ meeting is held before July 22, 2019, then the Company must evidence compliance no later than July 22, 2019. The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than the applicable date above. In the event the Company does not regain compliance by such date, Nasdaq rules require the Nasdaq staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel. On August 15, 2019, Rupert Duchesne and Jamie Mendola were elected as directors of the Company at the annual meeting of Stockholders. On August 21, 2019, Nasdaq notified the Company that (i) as a result of the appointments of Mr. Duchesne and Mendola to the Company’s Board of Directors; and (ii) because the Company held a combined 2019/2020 annual meeting of shareholders on August 15, 2019, the Company was back in full compliance with all of Nasdaq’s rules for continued listing. 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 proceeding; proceeding; however, the Company denies the plaintiffs’ claims and intends to vehemently defend itself against the allegations. As of the date of this report, the Company has not received any correspondence regarding this proceeding for several years. On December 9, 2016, a class action lawsuit McLeod v. Monaker Group, Inc. et al (Case No.: 0:16-cv-62902-WJZ) was filed against us, William Kerby, our Chief Executive Officer and director, Donald Monaco, our Chairman, and D’Arelli Pruzansky, P.A., our former auditor, in the U.S. District Court for the Southern District of Florida on behalf of persons who purchased our common stock and exercised options between April 6, 2012 and June 23, 2016 (the “ Class Period On December 22, 2017, we entered into a Settlement Agreement with Verus, NestBuilder.com Corp. (“ Nestbuilder AST On March 14, 2014, a lawsuit was filed by Lewis Global Partners in the Circuit Court for Broward County, Florida CASE NO. LACE 14-005009 005009 alleging breach of contract and breach of implied covenant of good faith and fair dealing. In particular the lawsuit alleged that: ● In or around July 2, 2012 the plaintiff, Lewis Global Partners, LLC (Lewis Global), entered into a Subscription Agreement with us. The Subscription Agreement provided that Lewis Global would pay $13,500 in services rendered in consideration for 2,700 shares of Series B Preferred Stock (the “ Preferred B Shares ● On or around June 10, 2013, plaintiff sent a Notice of Conversion to the Company and requested to convert its Preferred B Shares into 270,000 shares of common stock of Verus. ● The Company failed to deliver the 270,000 shares of common stock of Versus and because at the time of the Notice of Conversion the common stock in Verus was approximately $2.65 per share, the damages Lewis Global alleged are due total $715,500, provided that the value has depreciated significantly since the time of the Notice of Conversion. On April 5, 2019, we entered into a Settlement Agreement with Lewis Global relating to the dismissal with prejudice of certain pending lawsuit with Lewis Global. The agreement further provided for general releases from each party. Contractual Settlement On January 28, 2020, the Company entered into a Settlement Agreement with CorProminence, LLC (“COR”), a New York limited liability company, relating to the marketing and consulting agreement dated December 24, 2018. The Company agreed to pay COR; (i) 50,000 restricted shares of common stock of the Company which were already issued on December 24, 2018 when the agreement was signed, (ii) $15,000 payable on or before January 31, 2020, (iii) $85,000 payable in eleven (11) equal consecutive monthly installments of $7,727.27 to settle the matter. |
Business Segment Reporting
Business Segment Reporting | 12 Months Ended |
Feb. 29, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Note 12 – Business Segment Reporting Accounting Standards Codification 280-16 “ Segment Reporting The Company has one operating segment consisting of various products and services related to its online marketplace of travel and related logistics including destination tours / activities, accommodation rental listings, hotel listings, air and car rental. The Company’s chief operating decision maker is considered to be the Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Feb. 29, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 13 – Fair Value Measurements The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 29, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 – Income Taxes Monaker follows the guidance of ASC 740, “ Income Taxes. The provision for income taxes consists of the following components for the years ended February 29, 2020 and February 28, 2019: 2020 2019 Current $ — $ — Deferred — — $ — $ — The components of deferred income tax assets and liabilities for the years ended February 29, 2020 and February 28, 2019, are as follows: 2020 2019 Net operating loss carry-forwards $ 32,292,252 $ 28,388,633 Equity based compensation 4,329,000 4,329,000 Amortization and impairment of intangibles 74,920 74,920 Total deferred assets 36,696,172 32,792,553 Valuation allowance (36,696,172 ) (32,792,553 ) $ — $ — The income tax provision differs from the expense that would result from applying statutory rates to income before income taxes principally because of the valuation allowance on net deferred tax assets for which realization is uncertain. The effective tax rates for years ended February 29, 2020 and February 28, 2019 were computed by applying the federal and state statutory corporate tax rates as follows: 2020 2019 Statutory Federal income tax rate -21.0 % -21.0 % State taxes, net of Federal -4.5 % -4.5 % Permanent difference -1.0 % 7.4 % Change in valuation allowance 26.5 % 18.1 % 0 % 0 % The valuation allowance has decreased by $3,903,619 for the fiscal year ended 2020 primarily as a result of a current year tax loss of $3,903,619 which increased net operating loss carryforward to $32,292,252 at February 29, 2020, from $28,388,633 at February 28, 2019. There is $0 increase in amortization of intangibles at February 29, 2020, which was $74,920 at February 28, 2019. The net operating loss (“ NOL At the adoption date the Company applied ASC 740 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC 740, the Company did not recognize a material increase in the liability for uncertain tax positions as of February 29, 2020. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Feb. 29, 2020 | |
Weighted average number of common shares outstanding | |
Earnings Per Share | Note 15 – Earnings Per Share The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per-share computations for each of the past two fiscal years: For the year ended February 29, 2020: Income (Numerator ) Weighted Per Share Amount Basic earnings $ (9,454,686 ) 11,773,633 $ (0.80 ) Effect of dilutive securities — — — Dilutive earnings $ (9,454,686 ) 11,773,633 $ (0.80 ) For the year ended February 28, 2019: Basic earnings (losses) $ 4,298,563 8,629,224 $ 0.50 Effect of dilutive securities — — — Dilutive earnings $ 4,298,563 8,629,224 $ 0.50 Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted earnings per common share is not presented because it is anti-dilutive. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Feb. 29, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events Promissory Notes with Directors The Company has three (3) promissory notes with 2 Directors (the “Director Notes”) on the Board of the Company, and the Donald P. Monaco Insurance Trust (the “Revolving Monaco Trust Note”), of which Donald P. Monaco is the trustee and the Chairman of the Board of Directors of the Company; (i) Promissory Note with the Donald P. Monaco Insurance Trust in the amount up to $2,700,000, (ii) Promissory Note with Robert J. Mendola, Jr. (the “Director Notes”) in the amount of $150,000, and (iii) Promissory Note with Pasquale LaVecchia (the “Director Notes”) in the amount of $25,000. On March 13, 2020 and March 26, 2020, the Company borrowed an additional $100,000 and $75,000, respectively, from the Monaco Trust pursuant to the terms of the Revolving Monaco Trust Note (described above under “ Note 9 – Related Party Promissory Notes and Transactions On March 27, 2020, the Company entered into second amendments to the Director Notes (described above under “ Note 9 – Related Party Promissory Notes and Transactions On April 17, 2020, the Company paid off the Promissory Note with Pasquale LaVecchia in the amount of $26,225 (the principal of $25,000 and the interest of $6,225). On May 1, 2020, the Company paid off the Promissory Note with Robert J. Mendola, Jr. in the amount of $157,595 (the principal of $150,000 and the interest of $7,595). Note Purchase Agreement: Iliad Research and Trading, L.P. On April 3, 2020, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Iliad Research and Trading, L.P. (“Iliad”), pursuant to which the Company sold the Lender a Secured Promissory Note in the original principal amount of $895,000 (the “Note”). Iliad paid consideration of $800,000 for the Note, which included an original issue discount of $80,000 and reimbursement of Iliad’s transaction expenses of $15,000. The Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on April 3, 2021). From time to time, beginning six months after issuance, Iliad may redeem a portion of the Note, not to exceed an amount of $200,000 per month. In the event we do not pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the Note. Under certain circumstances the Company may defer the redemption payments up to three times, for a duration of 30 days each, provided that upon each such deferral the outstanding balance of the Note is increased by 2%. Subject to the terms and conditions set forth in the Note, the Company may prepay all or any portion of the outstanding balance of the Note at any time subject to a prepayment penalty equal to 15% of the amount of the outstanding balance to be prepaid. For so long as the Note remains outstanding, the Company has agreed to pay to Iliad 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the Note (each an “Equity Payment”). Each time that we fail to pay an Equity Payment, the outstanding balance of the Note automatically increases by 10%. Additionally, in the event we fail to timely pay any such Equity Payment, Iliad may seek an injunction which would prevent us from issuing common or preferred stock until or unless we pay such Equity Payment. Pursuant to the Note, we provided Iliad a right of first refusal to purchase any promissory note, debenture or other debt instrument which we propose to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that we provide Iliad such right, and Iliad does not exercise such right to provide such funding, the outstanding balance of the Note increases by 3%. Each time, if ever, that we fail to comply with the terms of the right of first refusal, the outstanding balance of the Note increases by 10%. Additionally, upon each major default described in the Note (i.e., the failure to pay amounts under the Note when due or to observe any covenant under the Note Purchase Agreement (other than the requirement to make Equity Payments)) the outstanding balance of the Note automatically increases by 15%, and for each other default, the outstanding balance of the Note automatically increases by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the Note immediately prior to the first event of default. In connection with the Note Purchase Agreement and the Note, the Company has entered into a Security Agreement with Iliad (the “Security Agreement”), pursuant to which the obligations of the Company are secured by substantially all of the assets of the Company, subject to the priority lien and security interest of National Bank (as defined below) which secures amounts due under its $1.2 million line of credit. The Note Purchase Agreement and the Note contain customary events of default. As described in the Note, upon the occurrence of certain events of default, the outstanding balance of the Note will become automatically due and payable, and upon the occurrence of other events of default, Iliad may declare the outstanding balance of the Note immediately due and payable at such time or at any time thereafter. After the occurrence of an event of default (and upon written notice from Iliad), interest on the Note will accrue at a rate of 22% per annum, or such lesser rate as permitted under applicable law. The Note Purchase Agreement prohibits Iliad from shorting our stock through the period that Iliad holds the Note. The Purchase Agreement also provides for indemnification of Iliad and its affiliates in the event that they incur loss or damage related to, among other things, a breach by the Company of any of its representations, warranties or covenants under the Purchase Agreement. Lawsuit against IDS Inc. On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and certain other defendants affiliated with IDS in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. Pursuant to the complaint, the Company alleges causes of action against the defendants, including IDS, based on among other things, fraud, conspiracy to commit fraud, aiding and abetting fraud, rescission, and breach of contract, and seeks a temporary and permanent injunction against the defendants, requiring such persons to return the IDS Shares to the Company and preventing such persons from selling or transferring any IDS Shares, seeks damages from the defendants, rescission of the IP Purchase Agreement, attorneys fees and other amounts. The complaint was filed as a result of IDS’s failure to deliver the IP Assets, certain other actions of IDS and the other defendants which the Company alleges constitutes fraud and to seek to unwind the IP Purchase Agreement and provide damages to the Company due to IDS’s and the other defendants’ breaches thereunder. Neither the lawsuit, nor the assets which are subject to the lawsuit, impact the Monaker Booking Engine (MBE). The assets and technology which the Company attempted to acquire from IDS were to be integrated into the Monaker NextTrip.BIZ platform. With the failure by IDS to deliver such technology, Monaker has already taken steps (including contracting with replacement suppliers) to complete the enterprise version (commercial launch) of the Nexttrip.BIZ platform, which is now expected to be launched in the Summer of 2020 (without any of IDS’s technology). Line of Credit – The National Bank of Commerce (FKA: Republic Bank) On May 7, 2020, the Company entered into a new Promissory Note with National Bank of Commerce (“National Bank” and the “Note”). The Note replaced a prior promissory note we had in place with National Bank (formerly Republic Bank) in connection with our $1,200,000 revolving line of credit and extended the due date of the prior note from June 30, 2020 to December 31, 2020. The New Note also amended the interest rate of the prior note to provide that amounts due under the New Note accrue interest at the rate of prime plus 3% (which rate is currently 6.25%)(the interest rate of the prior note was prime plus 1%), subject to a floor of 4.5%. The New Note may be prepaid at any time without penalty. The New Note contains standard and customary events of default. The current balance of the New Note is $1,192,716. The Paycheck Protection Program (PPP) Loan The “Coronavirus” (COVID-19) pandemic occurred and spread around the world including the USA. As a result, the Title 1 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020, is the Keeping American Workers Paid and Employed Act , which provides relief for small businesses and their employees who are adversely affected by the outbreak of the COVID-19. The provision is the Paycheck Protection Program ( the “PPP Loan”), an emergency lending facility, administered by the Small Business Administration (SBA) under its 7(a) lending program, to provide small business loans on favorable terms to borrowers impacted by the current state of economic uncertainty. The Company has applied for the PPP Loan to the Commercial Bank in the amount of $176,534. On May 8, 2020, the Company obtained a $176,534 loan (the “Loan”) from The Commercial Bank (the “Lender”), pursuant to the Paycheck Protection Program (the “PPP”) under the “CARES Act”. The Loan is evidenced by a promissory note (the “PPP Note”), dated effective May 8, 2020, issued by the Company to the Lender. The Note is unsecured with 2-year term, matures on May 8, 2022, and bears interest at a rate of 1.00% per annum, payable monthly commencing on November 8, 2020, following an initial deferral period as specified under the PPP. The PPP Note may be prepaid at any time prior to maturity with no prepayment penalties. Proceeds from the Loan will be available to the Company to fund designated expenses, including certain payroll costs, rent, utilities and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire amount of principal and accrued interest may be forgiven to the extent Loan proceeds are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP (including that up to 75% of such Loan funds are used for payroll). The Company intends to use the entire Loan amount for designated qualifying expenses and to apply for forgiveness of the respective Loan in accordance with the terms of the PPP. No assurance can be given that the Company will obtain forgiveness of the Loan in whole or in part. With respect to any portion of the Loan that is not forgiven, the Loan will be subject to customary provisions for a loan of this type, including customary events of default relating to, among other things, payment defaults, breaches of the provisions of the PPP Note and cross-defaults. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Feb. 29, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of Monaker Group, Inc. and all of its wholly and majority-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States. All significant intercompany transactions and balances have been eliminated in consolidation. |
Business Segment | Business Segment The Company has one operating segment consisting of various products and services related to its online marketplace of travel and accommodation rental listings. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, the valuation of stock options and, deferred income taxes. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at February 29, 2020 and February 28, 2019. |
Website Development Costs | Website Development Costs The Company accounts for website development costs in accordance with ASC 350-50 “ Website Development Costs |
Software Development Costs | Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ ASC 985-20-25 |
Impairment of Intangible Assets | Impairment of Intangible Assets In accordance with ASC 350-30-65 “ Goodwill and Other Intangible Assets 1. Significant underperformance compared to historical or projected future operating results. 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business, and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense of $293,804 and $293,804 during the years ended February 29, 2020 and February 28, 2019, 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 Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification has no impact on the total assets, total liabilities, stockholders’ equity and net loss for the period. |
Earnings per Share | Earnings per Share Basic earnings per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share 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. |
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 as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). |
Cost of Revenue | Cost of Revenue Cost of revenue consists of cost of the tours and activities, commissions and merchant fees charged by credit card processors. |
Selling and Promotions Expense | Selling and Promotions Expense Selling and promotion expenses consist primarily of advertising and promotional expenses, expenses related to our participation in industry conferences, and public relations expenses. |
Advertising Expense | Advertising Expense Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying consolidated financial statements. Advertising expense for the years ended February 29, 2020 and February 28, 2019, was $135,303 and $0, respectively. |
Share Based Compensation | Share Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, “ Compensation – Stock Compensation The Company adopted ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ASU 2018-7 |
Warrant Modifications | Warrant Modifications The Company treats a modification of the terms or conditions of an equity award in accordance with ASC Topic 718-20-35-3 by treating the modification as an exchange of the original award for a new award. In substance, the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of this Topic over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “ Accounting for Income Taxes, The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of February 29, 2020, the Company’s income tax returns for tax years ending February 28, 2019, 2018, 2017, February 29, 2016 and February 28, 2015, 2014, 2013, and February 29, 2012 remain potentially subject to audit by the taxing authorities. Monaker Group, Inc. follows the guidance of ASC 740, “ Income Taxes. Our effective tax rate was 25.5% for the years ended February 29, 2020 and February 28, 2019. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act significantly changed the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. As a result of enactment of the legislation, we have not incurred additional income tax expense during the February 29, 2020 and February 28, 2019 fiscal year-ends. The Company does not have exposure to tax on accumulated foreign earnings or an exposure from the repeal of foreign tax credits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ○ Level 1 - 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. Financial instruments consist principally of cash, accounts receivable, prepaid expenses, notes receivable, net, accounts payable, accrued liabilities, notes payable, related parties, line of credit and certain other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments (see Note 13– Fair Value Measurements). |
Recent Accounting Pronouncements | Recent Accounting Policies Adopted Leases. The key difference between the previous guidance and the Update is the recognition of a right-to-use asset and lease liability on the statement of financial position for those leases previously classified as operating leases under the old guidance. Implementation of the Update will primarily impact the statement of financial position. It does not include provisions that would significantly impact the statements of operations or cash flows. The Company’s leases are classified as operating leases. Therefore, the operating right-to-use asset and operating lease liability were recorded on the balance sheet. There is no impact to retained earnings upon adoption. Our monthly rent payment is recorded directly as an expense to the statement of operations and subsequently on the statement of cash flows. Recent Accounting Pronouncements Not Yet Adopted Measurement of Credit Losses on Financial Instruments. |
Website Development Costs and_2
Website Development Costs and Intangible Assets (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, both acquired and developed, including accumulated amortization | The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of February 29, 2020 and February 28, 2019: February 29, 2020 Useful Life Cost Accumulated Amortization Net Carrying Value Website platform 1.0 years $ 400,000 $ 400,000 $ — Contracts, domains, customer lists 2.0 years 1,199,447 1,199,447 — Website platform 3.0 years 37,657 37,657 — Website development costs 3.0 years 883,776 801,126 82,650 Website development costs (not placed in service) 3.0 years 1,559,262 — 1,559,262 Web platform 4.0 years 598,099 598,099 — Trademark Indefinite 6,283 — 6,283 Software Development Costs 3.0 years 48,759 48,759 CIP – IDS Project 5,015,593 — 5,015,593 $ 9,748,876 $ 3,036,329 $ 6,712,547 February 28, 2019 Useful Life Cost Accumulated Amortization Net Carrying Value Website platform 1.0 years $ 400,000 $ 400,000 $ — Contracts, domains, customer lists 2.0 years 1,199,447 1,199,447 — Website platform 3.0 years 37,657 37,657 — Website development costs 3.0 years 883,776 507,322 376,454 Website development costs (not placed in service) 3.0 years 1,559,262 — 1,559,262 Web platform 4.0 years 598,099 598,099 — Trademark Indefinite 6,100 — 6,100 $ 4,684,340 $ 2,742,525 $ 1,941,816 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock purchase warrants and changes in warrants outstanding | The following table sets forth common stock purchase warrants outstanding as of February 29, 2020, and February 28, 2019, and changes in such warrants outstanding for the years ending February 29, 2020 and February 28, 2019: Warrant Weighted Outstanding, February 28, 2018 1,118,941 $ 5.27 Warrants granted 899,000 $ 2.85 Warrants exercised/forfeited/expired (287,000 ) $ (4.22 ) Outstanding, February 28, 2019 1,730,941 $ 3.90 Warrants granted — $ — Warrants exercised/forfeited/expired (383,550 ) $ (3.70 ) Outstanding, February 29, 2020 1,347,391 $ 3.32 Common stock issuable upon exercise of warrants 1,347,391 $ 3.32 |
Schedule of common stock issuable upon exercise of warrants outstanding and warrants exercisable | Common Stock Issuable Upon Exercise of Common Stock Issuable Upon Range of Prices Number Outstanding at Weighted Weighted Number Exercisable at February 29, 2020 Weighted $ 2.00 637,400 3.59 $ 2.00 637,400 $ 2.00 $ 2.85 175,000 1.25 $ 2.85 175,000 $ 2.85 $ 3.75 30,000 0.29 $ 3.75 30,000 $ 3.75 $ 5.00 72,320 0.06 $ 5.00 72,320 $ 5.00 $ 5.13 411,671 2.23 $ 5.13 411,671 $ 5.13 $ 5.25 — — $ — — $ — $ 5.63 21,000 2.28 $ 5.63 21,000 $ 5.63 $ 6.25 — — $ — — $ — $ 7.50 — — $ — — $ — 1,347,391 2.30 $ 3.32 1, 347,391 $ 3.32 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
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 2021 FYE 2022 Totals Office Leases $ 121,879 $ 10,171 $ $ 132,050 Other 7,940 — 7,940 Totals $ 129,819 $ 10,171 $ $ 139,990 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes consists of the following components for the years ended February 29, 2020 and February 28, 2019: 2020 2019 Current $ — $ — Deferred — — $ — $ — |
Schedule of deferred income tax assets and liabilities | The components of deferred income tax assets and liabilities for the years ended February 29, 2020 and February 28, 2019, are as follows: 2020 2019 Net operating loss carry-forwards $ 32,292,252 $ 28,388,633 Equity based compensation 4,329,000 4,329,000 Amortization and impairment of intangibles 74,920 74,920 Total deferred assets 36,696,172 32,792,553 Valuation allowance (36,696,172 ) (32,792,553 ) $ — $ — |
Schedule of effective income tax rates | The effective tax rates for years ended February 29, 2020 and February 28, 2019 were computed by applying the federal and state statutory corporate tax rates as follows: 2020 2019 Statutory Federal income tax rate -21.0 % -21.0 % State taxes, net of Federal -4.5 % -4.5 % Permanent difference -1.0 % 7.4 % Change in valuation allowance 26.5 % 18.1 % 0 % 0 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Weighted average number of common shares outstanding | |
Schedule of numerators and denominators of basic and diluted earnings per share | The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per-share computations for each of the past two fiscal years: For the year ended February 29, 2020: Income (Numerator ) Weighted Per Share Amount Basic earnings $ (9,454,686 ) 11,773,633 $ (0.80 ) Effect of dilutive securities — — — Dilutive earnings $ (9,454,686 ) 11,773,633 $ (0.80 ) For the year ended February 28, 2019: Basic earnings (losses) $ 4,298,563 8,629,224 $ 0.50 Effect of dilutive securities — — — Dilutive earnings $ 4,298,563 8,629,224 $ 0.50 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Amortization expense of intangible assets | $ 293,804 | $ 293,804 |
Advertising expense | $ 135,303 | 0 |
U.S. tax corporate tax rate | 21.00% | |
Proviously U.S. tax corporate tax rate | 35.00% | |
Effective tax rate | 25.50% | |
Convertible promissory notes with embedded conversion options | $ 0 | $ 0 |
Website Development Costs [Member] | ||
Estimated useful life | 3 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Feb. 29, 2020 | Feb. 28, 2019 |
Going Concern | ||
Accumulated deficit | $ 115,852,897 | $ 106,398,211 |
Monthly cash requirement | 300,000 | |
Current liabilities | $ 4,078,849 | $ 2,280,199 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) | Jan. 13, 2020USD ($)shares | Feb. 28, 2019USD ($)$ / shares | Nov. 21, 2018USD ($)$ / sharesshares | Aug. 29, 2018USD ($) | Jul. 02, 2018USD ($)shares | Feb. 20, 2018USD ($)$ / sharesshares | May 16, 2017USD ($) | Feb. 29, 2020USD ($)$ / sharesshares | Feb. 28, 2019USD ($)$ / shares | Apr. 14, 2020USD ($) | Oct. 19, 2019USD ($) | Oct. 10, 2019USD ($) | Aug. 31, 2019$ / shares | Jul. 02, 2019USD ($) | Apr. 25, 2019$ / shares | Dec. 06, 2018$ / shares | Nov. 29, 2018$ / shares | Oct. 19, 2018USD ($) | Aug. 31, 2018$ / shares | Aug. 30, 2018Number | Nov. 21, 2017 |
Ownership interest | 100.00% | 100.00% | 100.00% | ||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 2.15 | $ 2 | |||||||||||||||||||
Amount received from related party | $ 40,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.043 | $ 0.043 | $ 0.043 | ||||||||||||||||||
Voyages North America, LLC [Member] | |||||||||||||||||||||
Ownership interest | 71.50% | ||||||||||||||||||||
Number of hours of destination and promotional videos | Number | 16,000 | ||||||||||||||||||||
Launch360 Media, Inc. [Member] | |||||||||||||||||||||
Ownership interest | 10.00% | ||||||||||||||||||||
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% | ||||||||||||||||||||
Bettwork Industries, Inc. [Member] | |||||||||||||||||||||
Conversion of common stock | shares | 750,000 | ||||||||||||||||||||
Purchase price of assets sold | $ 2,900,000 | ||||||||||||||||||||
Bettwork Industries, Inc. [Member] | Common Stock [Member] | |||||||||||||||||||||
Conversion of common stock | shares | 750,000 | ||||||||||||||||||||
Ownership interest | 16.30% | 15.90% | 16.30% | ||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | |||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | |||||||||||||||||||||
Notes receivable face amount | $ 2,900,000 | $ 2,900,000 | $ 2,900,000 | ||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||
Variable Interest rate spread | 3.75% | ||||||||||||||||||||
Basis of Variable Rate | Prime Rate | ||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1 | ||||||||||||||||||||
Outstanding principal balance | $ 0 | $ 190,000 | 0 | ||||||||||||||||||
Allowance for bad debt | 2,900,000 | 2,900,000 | 2,900,000 | ||||||||||||||||||
Promissory note repurchased | 2,133,333 | ||||||||||||||||||||
Promissory note repurchased provisory | 3,866,667 | ||||||||||||||||||||
Amount received from related party | $ 40,000 | ||||||||||||||||||||
Beneficial ownership percentage | 4.99% | ||||||||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||
Allowance for bad debt | $ 190,000 | ||||||||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note - Right to Own [Member] | |||||||||||||||||||||
Conversion of common stock | shares | 1,000,000 | ||||||||||||||||||||
Amended note receivable face amount | $ 230,000 | $ 230,000 | |||||||||||||||||||
Notes receivable face amount | $ 200,000 | ||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||
Outstanding principal balance | 1,600,000 | $ 1,600,000 | 1,600,000 | 1,600,000 | |||||||||||||||||
Allowance for bad debt | 600,000 | ||||||||||||||||||||
Promissory note repurchased | $ 2,133,333 | $ 2,133,333 | |||||||||||||||||||
Promissory note repurchased provisory | $ 3,866,667 | ||||||||||||||||||||
Default rate | 18.00% | ||||||||||||||||||||
Crystal Falls Investments LLC [Member] | Secured Convertible Promissory Note [Member] | |||||||||||||||||||||
Conversion of common stock | shares | 2,000,000 | ||||||||||||||||||||
Crystal Falls Investments LLC [Member] | Secured Convertible Promissory Note - Right to Own [Member] | |||||||||||||||||||||
Amended note receivable face amount | $ 37,500 | ||||||||||||||||||||
Notes receivable face amount | $ 37,500 | ||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||
Default rate | 18.00% | ||||||||||||||||||||
Purchase Agreement [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||
Ownership interest | 625.00% | 625.00% | |||||||||||||||||||
Share price (in dollars per share) | $ / 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] | |||||||||||||||||||||
Outstanding principal balance | 750,000 | 750,000 | 750,000 | ||||||||||||||||||
Allowance for bad debt | $ 750,000 | $ 750,000 | $ 750,000 |
Investment in Equity Instrume_2
Investment in Equity Instruments (Details Narrative) - USD ($) | Feb. 29, 2020 | Aug. 31, 2019 | Jul. 02, 2019 | Apr. 25, 2019 | Dec. 06, 2018 | Nov. 29, 2018 | Aug. 31, 2016 | Nov. 29, 2018 | Feb. 29, 2020 | Feb. 28, 2019 | Jan. 31, 2020 | Sep. 21, 2019 | Apr. 10, 2019 | Aug. 31, 2018 | Jul. 02, 2018 |
Allowance for doubtful accounts receivable | $ 1,000,000 | $ 1,000,000 | $ 600,000 | ||||||||||||
Number of shares issued | 1,000,500 | ||||||||||||||
Shares issued, value | $ 1,785,000 | $ 1,785,930 | $ 1,797,459 | ||||||||||||
Amount of anti-dilution protection per shares (in dollar per shares) | $ 0.016 | $ 0.016 | |||||||||||||
Common stock outstanding, percentage | 100.00% | 100.00% | 100.00% | ||||||||||||
Share price (in dollars per share) | $ 2.15 | $ 2 | |||||||||||||
Common stock, outstanding (in shares) | 13,064,339 | 13,064,339 | 9,590,956 | ||||||||||||
Preferred stock, outstanding | 0 | 0 | 0 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Preferred stock, outstanding | 0 | 0 | |||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||
Common stock, outstanding (in shares) | 1,500,000,000 | ||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series A Preferred Stock [Member] | |||||||||||||||
Investment owned, balance, shares | 16,345,101 | 16,345,101 | 44,470,101 | ||||||||||||
Common stock, outstanding (in shares) | 2,320,876,565 | ||||||||||||||
Preferred stock, outstanding | 41,444,601 | ||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series A 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 | ||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series C Preferred Stock [Member] | |||||||||||||||
Preferred stock, outstanding | 430,801 | ||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Common Stock [Member] | Inducement Agreement [Member] | |||||||||||||||
Investment owned, balance, shares | 61,247,139 | 61,247,139 | |||||||||||||
Fair value | $ 979,954 | $ 979,954 | |||||||||||||
Investment owned (in dollars per shares) | $ 0.016 | $ 0.016 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Number of shares issued | 1,000,500 | 905,000 | |||||||||||||
Shares issued, value | $ 10 | $ 9 | |||||||||||||
Fair value | $ 160,164 | $ 160,164 | |||||||||||||
Share price (in dollars per share) | $ 0.043 | $ 0.043 | $ 0.043 | ||||||||||||
Common Stock [Member] | Bettwork Industries, Inc. [Member] | |||||||||||||||
Investment owned, balance, shares | 6,142,856 | 6,142,856 | 7,000,000 | ||||||||||||
Number of shares issued | 6,081,427 | 428,572 | 428,572 | 428,572 | 1,535,714 | ||||||||||
Shares issued, value | $ 300,000 | $ 300,000 | $ 857,144 | ||||||||||||
Revaluation of shares amount | $ 300,000 | ||||||||||||||
Conversion of shares | 5,250,000 | ||||||||||||||
Conversion price (in dollars per share) | $ 0.75 | ||||||||||||||
Fair value | $ 6,081,427 | $ 6,081,427 | $ 5,250,000 | ||||||||||||
Accumulated fair value loss | 678,571 | ||||||||||||||
Other income Valuation gain, net | $ 41,414,924 | ||||||||||||||
Common stock outstanding, percentage | 15.90% | 15.90% | 16.30% | ||||||||||||
Share price (in dollars per share) | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | ||||||||
Held in trust account | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 700,000 | $ 300,000 | |||||||||
Description of option under trust | The Monaco Trust shall be provided an option to acquire an additional 1 million shares of Bettwork common stock from the Company for an aggregate of $700,000 or $0.70 per share, exercisable at any time in writing. | ||||||||||||||
Additional options available | 1,000,000 | 1,000,000 | |||||||||||||
Aggregate purchase price of options exerciseable | 700,000 | ||||||||||||||
Trading price | $ 0.65 | $ 0.65 | |||||||||||||
Common stock, outstanding (in shares) | 42,403,893 | 42,403,893 | |||||||||||||
Common Stock [Member] | Bettwork Industries, Inc. [Member] | Other Income [Member] | |||||||||||||||
Accumulated fair value loss | $ 657,142 | ||||||||||||||
Common Stock [Member] | Monaco Trust [Member] | |||||||||||||||
Accumulated fair value loss | $ 21,429 | ||||||||||||||
Common Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||
Investment owned, balance, shares | 10,359,890 | 10,359,890 | 10,359,890 | ||||||||||||
Number of shares issued | 2,200 | ||||||||||||||
NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Common Stock [Member] | |||||||||||||||
Investment owned, balance, shares | 49,411 | 49,411 | 0 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details Narrative) - USD ($) | Feb. 29, 2020 | Jan. 28, 2020 | Apr. 25, 2019 | Dec. 06, 2018 | Dec. 06, 2018 | Nov. 29, 2018 | Nov. 21, 2018 | Jul. 02, 2018 | Feb. 20, 2018 | Jan. 29, 2018 | Dec. 22, 2017 | Oct. 23, 2017 | Aug. 24, 2017 | Jun. 28, 2018 | May 31, 2018 | Feb. 20, 2018 | Nov. 21, 2017 | Aug. 31, 2017 | Nov. 29, 2018 | Feb. 29, 2020 | Feb. 28, 2019 | Aug. 31, 2019 | Aug. 31, 2018 | Nov. 14, 2017 |
Share price (in dollars per share) | $ 2 | $ 2.15 | ||||||||||||||||||||||
Amount of shares issued under services | $ 404,650 | $ 315,000 | ||||||||||||||||||||||
Number of shares issued | 1,000,500 | |||||||||||||||||||||||
Shares issued, value | $ 1,785,000 | $ 1,785,930 | $ 1,797,459 | |||||||||||||||||||||
Share price amount | 140,000 | |||||||||||||||||||||||
Cancellation of shares | $ 60,000 | |||||||||||||||||||||||
Common stock outstanding, percentage | 100.00% | 100.00% | 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 | |||||||||||||||||||||||
Bettwork Industries, Inc. [Member] | ||||||||||||||||||||||||
Number of shares converted | 750,000 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Share price (in dollars per share) | $ 0.043 | $ 0.043 | $ 0.043 | |||||||||||||||||||||
Amount of shares issued under services | $ 2 | $ 2 | ||||||||||||||||||||||
Number of shares issued under services | 174,000 | 150,000 | ||||||||||||||||||||||
Number of shares issued | 1,000,500 | 905,000 | ||||||||||||||||||||||
Shares issued, value | $ 10 | $ 9 | ||||||||||||||||||||||
Common Stock [Member] | Bettwork Industries, Inc. [Member] | ||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.75 | |||||||||||||||||||||||
Share price (in dollars per share) | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | ||||||||||||||||
Number of shares issued | 6,081,427 | 428,572 | 428,572 | 428,572 | 1,535,714 | |||||||||||||||||||
Shares issued, value | $ 300,000 | $ 300,000 | $ 857,144 | |||||||||||||||||||||
Held in trust account | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 700,000 | $ 300,000 | ||||||||||||||||||
Common stock outstanding, percentage | 15.90% | 15.90% | 16.30% | |||||||||||||||||||||
Number of shares converted | 750,000 | |||||||||||||||||||||||
Common Stock [Member] | Charcoal Investment Ltd [Member] | ||||||||||||||||||||||||
Number of shares issued | 428,572 | |||||||||||||||||||||||
Shares issued, value | $ 300,000 | |||||||||||||||||||||||
Promissory Note [Member] | Bettwork Industries, Inc. [Member] | ||||||||||||||||||||||||
Number of shares converted | 750,000 | |||||||||||||||||||||||
6% Convertible Notes Payable Due June 24, 2016 [Member] | Bettwork Industries, Inc. [Member] | ||||||||||||||||||||||||
Number of shares converted | 3,866,667 | |||||||||||||||||||||||
ConvertibleNotesPayable1Member | Bettwork Industries, Inc. [Member] | ||||||||||||||||||||||||
Number of shares converted | 1,600,000 | |||||||||||||||||||||||
Purchase Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||||
Share price (in dollars per share) | $ 6.25 | |||||||||||||||||||||||
Common stock outstanding, percentage | 625.00% | 625.00% | ||||||||||||||||||||||
Value of shares cancelled | $ 75,000 | |||||||||||||||||||||||
Number of shares cancelled | 12,000 | |||||||||||||||||||||||
Purchase Agreement [Member] | Bettwork Industries, Inc. [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Number of shares issued | 3,866,667 | |||||||||||||||||||||||
Shares issued, value | $ 2,900,000 | |||||||||||||||||||||||
Purchase Agreement [Member] | A-Tech LLC [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||||
Number of shares issued | 1,500,000 | |||||||||||||||||||||||
Number of shares issued under acquisitions | 240,000 | 66,632 | ||||||||||||||||||||||
Value of shares issued under acquisitions | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||||||
Purchase Agreement [Member] | Michael Heinze, Michael Kistner and Rebecca Dernbach [Member] | ||||||||||||||||||||||||
Acquisition amount paid in cash | $ 75,000 | |||||||||||||||||||||||
Purchase Agreement [Member] | Michael Heinze, Michael Kistner and Rebecca Dernbach [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||||
Share price (in dollars per share) | $ 5.75 | |||||||||||||||||||||||
Value of right to put shares | $ 275,000 | |||||||||||||||||||||||
Purchase Agreement [Member] | Common Stock [Member] | A-Tech LLC [Member] | ||||||||||||||||||||||||
Number of shares issued | 66,632 | |||||||||||||||||||||||
Shares issued, value | $ 319,834 | |||||||||||||||||||||||
Number of shares cancelled | 210,632 | |||||||||||||||||||||||
Maximum number of shares issued | 96,000 | |||||||||||||||||||||||
Purchase Agreement [Member] | Common Stock [Member] | A-Tech LLC [Member] | Ownership [Member] | ||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 1 | |||||||||||||||||||||||
Note amount | $ 1,600,000 | |||||||||||||||||||||||
Ownership rights | 9.99% | |||||||||||||||||||||||
Purchase Agreement [Member] | Promissory Note [Member] | Common Stock [Member] | Bettwork Industries, Inc. [Member] | ||||||||||||||||||||||||
Share price (in dollars per share) | $ 0.75 | |||||||||||||||||||||||
Number of shares converted | 2,133,333 | |||||||||||||||||||||||
Deffered gain liability | $ 1,600,000 | $ 1,600,000 | ||||||||||||||||||||||
Stadlin Trust Common Stock and Warrant Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Number of shares issued | 1,220 | |||||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||||
Number of shares issued | 20,000 | |||||||||||||||||||||||
Shares issued, value | $ 46,200 | |||||||||||||||||||||||
Settlement Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||||
Number of shares issued | 50,000 | |||||||||||||||||||||||
Settlement Agreement [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | ||||||||||||||||||||||||
Number of shares issued | 49,411 | |||||||||||||||||||||||
Platform Purchase Agreement [Member] | ||||||||||||||||||||||||
Value of shares cancelled | $ 1,039,500 | |||||||||||||||||||||||
Number of shares cancelled | 140,000 | |||||||||||||||||||||||
Platform Purchase Agreement [Member] | Exponential, Inc. ("XPO") [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||||
Amount of shares issued under services | $ 1,485,000 | |||||||||||||||||||||||
Number of shares issued under services | 200,000 | |||||||||||||||||||||||
Platform Purchase Agreement [Member] | RestrictedCommon Stock [Member] | ||||||||||||||||||||||||
Value of shares cancelled | $ 1,039,500 | |||||||||||||||||||||||
Number of shares cancelled | 140,000 | |||||||||||||||||||||||
Debt Conversion and Voting Agreement [Member] | Mr. Mark Wilton [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||||||
Number of shares issued | 281,866 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||
Number of shares issued | 905,000 | |||||||||||||||||||||||
Shares issued, value | $ 1,900,500 | |||||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Number of shares issued | 905,000 | |||||||||||||||||||||||
Shares issued, value | $ 1,900,500 |
Website Development Costs and_3
Website Development Costs and Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Cost | $ 9,748,876 | $ 4,684,340 |
Accumulated Amortization | 3,036,329 | 2,742,525 |
Net Carrying Value | 6,712,547 | 1,941,816 |
Trademarks [Member] | ||
Cost - indefinite | 6,283 | 6,100 |
Net Carrying Value | $ 6,283 | $ 6,100 |
Website Platform [Member] | ||
Remaining Useful Life | 1 year | 1 year |
Cost | $ 400,000 | $ 400,000 |
Accumulated Amortization | $ 400,000 | $ 400,000 |
Contracts Domains Customer Lists [Member] | ||
Remaining Useful Life | 2 years | 2 years |
Cost | $ 1,199,447 | $ 1,199,447 |
Accumulated Amortization | $ 1,199,447 | $ 1,199,447 |
Website Platform [Member] | ||
Remaining Useful Life | 3 years | 3 years |
Cost | $ 37,657 | $ 37,657 |
Accumulated Amortization | $ 37,657 | $ 37,657 |
Website Development Costs [Member] | ||
Remaining Useful Life | 3 years | 3 years |
Cost | $ 883,776 | $ 883,776 |
Accumulated Amortization | 801,126 | $ 507,322 |
Net Carrying Value | $ 82,650 | |
Website Development Costs (not placed in service) [Member] | ||
Remaining Useful Life | 3 years | 3 years |
Cost | $ 1,559,262 | $ 1,559,262 |
Net Carrying Value | $ 1,559,262 | $ 1,559,262 |
Web Platform [Member] | ||
Remaining Useful Life | 4 years | 4 years |
Cost | $ 598,099 | $ 598,099 |
Accumulated Amortization | $ 598,099 | $ 598,099 |
Software Development Costs [Member] | ||
Remaining Useful Life | 3 years | |
Cost | $ 48,759 | |
Accumulated Amortization | 48,759 | |
CIP - IDS Project [Member] | ||
Cost | 5,015,593 | |
Accumulated Amortization | $ 5,015,593 |
Website Development Costs and_4
Website Development Costs and Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Amortization of intangibles | $ 293,804 | $ 293,804 |
Trademark aquisition cost | 183 | 183 |
Website development costs | 82,729 | 961,167 |
Intangible assets | 9,748,876 | 4,684,340 |
Trademarks [Member] | ||
Website development costs | 48,759 | |
Intellectual Property [Member] | ||
Intangible assets | 5,015,593 | |
Trademarks [Member] | ||
Website development costs | 960,497 | |
Website Development Cost [Member] | ||
Amortization of intangibles | $ 293,804 | $ 293,804 |
Website Development Cost [Member] | Minimum [Member] | ||
Finite-lived intangible asset, useful life | 3 years | |
Website Development Cost [Member] | Maximum [Member] | ||
Finite-lived intangible asset, useful life | 4 years |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - Line of Credit - The National Bank of Commerce [Member] - USD ($) | Jun. 30, 2020 | Dec. 15, 2019 | Sep. 15, 2017 | Jun. 15, 2016 | Feb. 29, 2020 | Feb. 28, 2019 | Dec. 22, 2017 |
Short-term Debt [Line Items] | |||||||
Interest charged | $ 74,858 | $ 72,939 | |||||
Accrued interest | 0 | 0 | |||||
Revolving Line Of Credit Agreement [Member] | Republic Bank, Inc. [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt maturity date | Jun. 15, 2016 | ||||||
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, 2017 | Dec. 15, 2019 | Sep. 15, 2017 | ||||
Borrowing capacity | $ 1,200,000 | ||||||
Basis spread on line of credit | 1.00% | ||||||
Current draws amount | $ 1,192,716 | $ 1,193,000 |
Deferred Gain (Details Narrativ
Deferred Gain (Details Narrative) - USD ($) | 12 Months Ended | |||||
Feb. 29, 2020 | Oct. 10, 2019 | Jul. 02, 2019 | Feb. 28, 2019 | Jul. 02, 2018 | Aug. 31, 2017 | |
Purchase Agreement [Member] | Voyages North America, LLC [Member] | ||||||
Business acquisition, percentage of voting interests acquired | 71.50% | |||||
Purchase Agreement [Member] | Voyages North America, LLC [Member] | Non-core [Member] | ||||||
Amount of assets sold | $ 2,900,000 | |||||
Net book value of sold assets | 0 | |||||
Purchase Agreement [Member] | Launch360 Media, Inc. [Member] | ||||||
Business acquisition, percentage of voting interests acquired | 10.00% | |||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | ||||||
Amount of assets sold | $ 2,900,000 | |||||
Notes receivable face amount | $ 2,900,000 | 2,900,000 | ||||
Allowance for bad debt | 2,900,000 | 2,900,000 | ||||
Outstanding principal balance | 190,000 | 0 | ||||
Promissory note repurchased provisory | 3,866,667 | |||||
Promissory note repurchased | $ 2,133,333 | |||||
Conversion price (in dollars per share) | $ 1 | |||||
Deferred gain | $ 2,900,000 | 2,900,000 | ||||
Beneficial ownership percentage | 4.99% | |||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note - Right to Own [Member] | ||||||
Notes receivable face amount | $ 200,000 | |||||
Allowance for bad debt | $ 600,000 | |||||
Outstanding principal balance | $ 1,600,000 | $ 1,600,000 | $ 1,600,000 | |||
Promissory note repurchased provisory | 3,866,667 | |||||
Promissory note repurchased | $ 2,133,333 | $ 2,133,333 |
Related Party Promissory Note_2
Related Party Promissory Notes and Transactions (Details Narrative) - USD ($) | Feb. 29, 2020 | Dec. 27, 2019 | Dec. 09, 2019 | Oct. 29, 2019 | Aug. 14, 2019 | Aug. 01, 2019 | Jul. 12, 2019 | Jun. 25, 2019 | Jun. 14, 2019 | Apr. 29, 2019 | Apr. 25, 2019 | Apr. 03, 2019 | Mar. 28, 2019 | Mar. 27, 2019 | Feb. 14, 2019 | Feb. 12, 2019 | Feb. 04, 2019 | Dec. 06, 2018 | Nov. 29, 2018 | Sep. 26, 2018 | Aug. 23, 2018 | Aug. 14, 2018 | Jul. 28, 2018 | Apr. 30, 2019 | Mar. 31, 2019 | Aug. 14, 2019 | Apr. 30, 2019 | Feb. 28, 2019 | Nov. 29, 2018 | Aug. 09, 2020 | Jun. 17, 2020 | Feb. 29, 2020 | Feb. 28, 2019 | Aug. 31, 2019 | Aug. 09, 2019 | Mar. 05, 2019 | Aug. 31, 2018 | Jul. 02, 2018 |
Number of warrants | 724,000 | |||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 2 | |||||||||||||||||||||||||||||||||||||
Warrants prior exercise price | $ 2.85 | |||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,000,500 | |||||||||||||||||||||||||||||||||||||
Shares issued, value | $ 1,785,000 | $ 1,785,930 | $ 1,797,459 | |||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 2 | $ 2.15 | ||||||||||||||||||||||||||||||||||||
Promissory note issued | $ 1,600,000 | |||||||||||||||||||||||||||||||||||||
Revolving Monaco Trust Note [Member] | ||||||||||||||||||||||||||||||||||||||
Due to related party | $ 1,200,000 | 1,200,000 | ||||||||||||||||||||||||||||||||||||
Current borrowing capacity | 1,400,000 | 1,400,000 | ||||||||||||||||||||||||||||||||||||
Remaining borrowing capacity | $ 1,300,000 | $ 1,300,000 | ||||||||||||||||||||||||||||||||||||
Public Offering [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 870,000 | |||||||||||||||||||||||||||||||||||||
Over Allotment Option [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 130,500 | |||||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 2 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,000,500 | 905,000 | ||||||||||||||||||||||||||||||||||||
Shares issued, value | $ 10 | $ 9 | ||||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 0.043 | $ 0.043 | $ 0.043 | $ 0.043 | ||||||||||||||||||||||||||||||||||
Bettwork Industries, Inc. [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.75 | |||||||||||||||||||||||||||||||||||||
Number of shares issued | 6,081,427 | 428,572 | 428,572 | 428,572 | 1,535,714 | |||||||||||||||||||||||||||||||||
Shares issued, value | $ 300,000 | $ 300,000 | $ 857,144 | |||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | $ 0.70 | ||||||||||||||||||||||||||||||
Monaco Trust Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate upon default, percentage | 18.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Aggregate principal balance | $ 300,000 | |||||||||||||||||||||||||||||||||||||
Second Monaco Trust Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate upon default, percentage | 18.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Aggregate principal balance | $ 300,000 | |||||||||||||||||||||||||||||||||||||
Kerby Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate upon default, percentage | 18.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Aggregate principal balance | $ 20,000 | |||||||||||||||||||||||||||||||||||||
Donald P. Monaco Insurance Trust [Member] | ||||||||||||||||||||||||||||||||||||||
Related party borrowing | $ 350,000 | $ 100,000 | $ 50,000 | $ 200,000 | $ 250,000 | $ 200,000 | $ 150,000 | $ 300,000 | $ 200,000 | $ 700,000 | ||||||||||||||||||||||||||||
Repayment of related party borrowing | $ 600,000 | |||||||||||||||||||||||||||||||||||||
Due to related party | $ 600,000 | $ 600,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate upon default, percentage | 18.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Number of warrants | 35,750 | |||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 2.85 | |||||||||||||||||||||||||||||||||||||
Warrants prior exercise price | $ 5.23 | |||||||||||||||||||||||||||||||||||||
Aggregate principal balance | $ 700,000 | $ 700,000 | ||||||||||||||||||||||||||||||||||||
William Kerby [Member] | ||||||||||||||||||||||||||||||||||||||
Related party borrowing | $ 125,000 | $ 7,500 | $ 20,000 | |||||||||||||||||||||||||||||||||||
Debt instrument, interest rate upon default, percentage | 18.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Number of shares issued | 5,042,373 | 12,812 | ||||||||||||||||||||||||||||||||||||
Shares issued, value | $ 119,000 | $ 41,000 | ||||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 0.0236 | |||||||||||||||||||||||||||||||||||||
Bonus percentage of annual salary | 40.00% | |||||||||||||||||||||||||||||||||||||
Annual salary | $ 400,000 | |||||||||||||||||||||||||||||||||||||
Bonus amount | $ 160,000 | |||||||||||||||||||||||||||||||||||||
William Kerby [Member] | Over Allotment Option [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 25,000 | |||||||||||||||||||||||||||||||||||||
Omar Jimenez [Member] | ||||||||||||||||||||||||||||||||||||||
Related party borrowing | $ 112,000 | $ 328,000 | $ 440,000 | 607,000 | ||||||||||||||||||||||||||||||||||
Repayment of related party borrowing | $ 306,000 | $ 250,000 | 491,000 | |||||||||||||||||||||||||||||||||||
Due to related party | $ 116,000 | 116,000 | ||||||||||||||||||||||||||||||||||||
Mr. Donald P. Monaco [Member] | Over Allotment Option [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 75,000 | |||||||||||||||||||||||||||||||||||||
Mr. Donald P. Monaco [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||
Related party borrowing | $ 300,000 | 200,000 | $ 200,000 | |||||||||||||||||||||||||||||||||||
Aggregate principal balance | $ 2,700,000 | $ 2,700,000 | ||||||||||||||||||||||||||||||||||||
Promissory note issued | $ 2,700,000 | |||||||||||||||||||||||||||||||||||||
Simon Orange [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 6,250 | |||||||||||||||||||||||||||||||||||||
Shares issued, value | $ 20,063 | |||||||||||||||||||||||||||||||||||||
Simon Orange [Member] | Over Allotment Option [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 100,000 | |||||||||||||||||||||||||||||||||||||
Robert J. Mendola, Jr [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate upon default, percentage | 18.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, issue discount, percentage | 2.00% | |||||||||||||||||||||||||||||||||||||
Promissory note issued | $ 150,000 | |||||||||||||||||||||||||||||||||||||
Pasquale LaVecchia [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate upon default, percentage | 18.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, stated percentage rate | 12.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, issue discount, percentage | 2.00% | |||||||||||||||||||||||||||||||||||||
Promissory note issued | $ 25,000 | |||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Dividends in arrears | $ 1,102,066 | $ 1,102,066 | ||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Verus International Inc [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 25,562,500 | |||||||||||||||||||||||||||||||||||||
Shares issued, value | $ 425,000 | |||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Verus International Inc [Member] | Monaco Investment Partners, LP and Mr. Orange [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 12,500,000 | |||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Verus International Inc [Member] | Mr. Kerby [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,562,500 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Warrants, Outstanding [Roll Forward] | ||
Outstanding, beginning | 1,730,941 | 1,118,941 |
Warrants granted | 899,000 | |
Warrants exercised/cancelled/expired | (383,550) | (287,000) |
Outstanding, ending | 1,347,391 | 1,730,941 |
Common stock issuable upon exercise of warrants | 1,347,391 | |
Warrants, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding, beginning | $ 3.90 | $ 5.27 |
Warrants granted | 2.85 | |
Warrants exercised/cancelled/expired | (3.70) | (4.22) |
Outstanding, ending | 3.32 | $ 3.90 |
Common stock issuable upon exercise of warrants | $ 3.32 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Warrant [Member] | 12 Months Ended |
Feb. 29, 2020$ / sharesshares | |
Warrants Outstanding, Number Outstanding | shares | 1,347,391 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 18 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 3.32 |
Warrants Exercisable, Number Exercisable | shares | 1,347,391 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 3.32 |
Exercise Price $2.00 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 637,400 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 7 months 2 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 2 |
Warrants Exercisable, Number Exercisable | shares | 637,400 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 2 |
Exercise Price $2.85 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 175,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 3 months |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.85 |
Warrants Exercisable, Number Exercisable | shares | 175,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.85 |
Exercise Price $3.75 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 30,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 months 14 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 3.75 |
Warrants Exercisable, Number Exercisable | shares | 30,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 3.75 |
Exercise Price $5.00 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 72,320 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 22 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 5 |
Warrants Exercisable, Number Exercisable | shares | 72,320 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 5 |
Exercise Price $5.13 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 411,671 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 2 months 23 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 5.13 |
Warrants Exercisable, Number Exercisable | shares | 411,671 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.13 |
Exercise Price $5.63 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 21,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 11 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 5.63 |
Warrants Exercisable, Number Exercisable | shares | 21,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.63 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jan. 28, 2020 | Apr. 25, 2019 | Sep. 22, 2018 | Jul. 31, 2018 | Feb. 06, 2018 | Sep. 22, 2017 | Sep. 13, 2017 | Jul. 31, 2017 | Jul. 28, 2017 | Aug. 26, 2016 | Feb. 28, 2014 | Jul. 09, 2013 | Jun. 28, 2018 | Feb. 29, 2020 | Feb. 28, 2019 | Aug. 31, 2019 | Apr. 30, 2019 |
Preferred stock, authorized | 3,000,000 | 3,000,000 | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||||||||
Preferred stock, issued | 0 | 0 | |||||||||||||||
Preferred stock, outstanding | 0 | 0 | |||||||||||||||
Common stock, issued | 13,064,339 | 9,590,956 | |||||||||||||||
Common stock, outstanding | 13,064,339 | 9,590,956 | |||||||||||||||
Number of shares issued | 1,000,500 | ||||||||||||||||
Shares issued, value | $ 1,785,000 | $ 1,785,930 | $ 1,797,459 | ||||||||||||||
Number of shares issued for services, value | $ 404,650 | $ 315,000 | |||||||||||||||
Number of shares canceled and retired | 140,000 | ||||||||||||||||
Number of shares canceled and retired, value | $ 1,039,500 | ||||||||||||||||
Offering price (in dollars per share) | $ 2 | $ 2.15 | |||||||||||||||
Number of shares warrants maybe converted (shares) | 724,000 | ||||||||||||||||
Exercise price of warrant | $ 2 | ||||||||||||||||
Reverse stock split | 1-for-2.5 | a ratio of between one-for-one and one-for-four | |||||||||||||||
Employee [Member] | |||||||||||||||||
Number of shares issued for services | 15,000 | ||||||||||||||||
Number of shares issued for services, value | $ 21,300 | ||||||||||||||||
Mr. William Kerby [Member] | |||||||||||||||||
Number of shares issued | 25,000 | ||||||||||||||||
Shares issued, value | $ 38,500 | ||||||||||||||||
Non-Executive Board Members [Member] | |||||||||||||||||
Number of shares issued | 270,000 | ||||||||||||||||
Shares issued, value | $ 353,700 | ||||||||||||||||
Underwriter's [Member] | |||||||||||||||||
Number of shares issued | 1,000,500 | ||||||||||||||||
Shares issued, value | $ 2,001,000 | ||||||||||||||||
Offering price (in dollars per share) | $ 2 | ||||||||||||||||
Mr. Donald P. Monaco [Member] | |||||||||||||||||
Number of shares issued for services | 7,500 | ||||||||||||||||
Number of shares issued for services, value | $ 24,075 | ||||||||||||||||
Number of shares issued for services rendered | 7,500 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 19,800 | ||||||||||||||||
Number of shares issued for services rendered | 7,500 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 16,200 | ||||||||||||||||
Number of shares issued for services rendered | 7,500 | ||||||||||||||||
Number of shares issued for services rendered | $ 15,075 | ||||||||||||||||
Mr. Simon Orange [Member] | |||||||||||||||||
Number of shares issued | 6,250 | ||||||||||||||||
Shares issued, value | $ 20,063 | ||||||||||||||||
Number of shares issued for services rendered | 6,250 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 16,500 | ||||||||||||||||
Number of shares issued for services rendered | 6,042 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 13,051 | ||||||||||||||||
Number of shares issued for services rendered | 5,000 | ||||||||||||||||
Number of shares issued for services rendered | $ 10,050 | ||||||||||||||||
Mr. Doug Checkeris [Member] | |||||||||||||||||
Number of shares issued for services | 6,250 | ||||||||||||||||
Number of shares issued for services, value | $ 20,063 | ||||||||||||||||
Number of shares issued for services rendered | 6,250 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 16,500 | ||||||||||||||||
Number of shares issued for services rendered | 6,250 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 13,500 | ||||||||||||||||
Number of shares issued for services rendered | 6,250 | ||||||||||||||||
Number of shares issued for services rendered | $ 12,563 | ||||||||||||||||
Pasquale LaVecchia [Member] | |||||||||||||||||
Number of shares issued for services | 6,250 | ||||||||||||||||
Number of shares issued for services, value | $ 20,063 | ||||||||||||||||
Number of shares issued for services rendered | 6,250 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 16,500 | ||||||||||||||||
Number of shares issued for services rendered | 6,250 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 13,500 | ||||||||||||||||
Number of shares issued for services rendered | 6,250 | ||||||||||||||||
Number of shares issued for services rendered | $ 12,563 | ||||||||||||||||
Mr. Robert J. Mendola [Member] | |||||||||||||||||
Number of shares issued for services rendered | 1,041 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 2,478 | ||||||||||||||||
Number of shares issued for services rendered | 6,250 | ||||||||||||||||
Number of shares issued for services rendered | $ 12,563 | ||||||||||||||||
Mr. Rupert Duchesne [Member] | |||||||||||||||||
Number of shares issued for services rendered | 833 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 1,983 | ||||||||||||||||
Number of shares issued for services rendered | 5,000 | ||||||||||||||||
Number of shares issued for services rendered | $ 10,050 | ||||||||||||||||
Mr. Alexandra C. Zubko [Member] | |||||||||||||||||
Number of shares issued for services rendered | 2,055 | ||||||||||||||||
Number of shares issued for services rendered | $ 4,131 | ||||||||||||||||
Restricted Stock [Member] | Mr. William Kerby [Member] | |||||||||||||||||
Number of shares issued for services | 12,812 | ||||||||||||||||
Number of shares issued for services, value | $ 41,127 | ||||||||||||||||
Number of shares issued for services rendered | 16,500 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 33,824 | ||||||||||||||||
Number of shares canceled and retired | 12,812 | ||||||||||||||||
Number of shares canceled and retired, value | $ 33,824 | ||||||||||||||||
Investor Relation Services [Member] | |||||||||||||||||
Number of shares issued for services | 150,000 | ||||||||||||||||
Number of shares issued for services, value | $ 315,000 | ||||||||||||||||
Platform Purchase Agreement [Member] | |||||||||||||||||
Number of shares canceled and retired | 140,000 | ||||||||||||||||
Number of shares canceled and retired, value | $ 1,039,500 | ||||||||||||||||
Consulting Services [Member] | |||||||||||||||||
Number of shares issued for services | 503,300 | ||||||||||||||||
Number of shares issued for services, value | $ 649,211 | ||||||||||||||||
Consulting Services [Member] | Restricted Stock [Member] | |||||||||||||||||
Number of shares issued for services | 5,000 | ||||||||||||||||
Number of shares issued for services, value | $ 15,000 | ||||||||||||||||
Consulting Services [Member] | Restricted Stock [Member] | |||||||||||||||||
Number of shares issued for services | 29,000 | ||||||||||||||||
Number of shares issued for services, value | $ 87,000 | ||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||
Number of shares issued | 20,000 | ||||||||||||||||
Shares issued, value | $ 46,200 | ||||||||||||||||
Settlement Agreement [Member] | Restricted Stock [Member] | |||||||||||||||||
Number of shares issued | 50,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Number of shares issued | 905,000 | ||||||||||||||||
Shares issued, value | $ 1,900,500 | ||||||||||||||||
Employment Agreement [Member] | Restricted Stock [Member] | |||||||||||||||||
Number of shares issued | 5,000 | ||||||||||||||||
Shares issued, value | $ 13,900 | ||||||||||||||||
Number of shares issued for services rendered | 40,000 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 86,400 | ||||||||||||||||
Number of shares issued for services rendered | 60,000 | ||||||||||||||||
Number of shares issued for services rendered, value | $ 129,600 | ||||||||||||||||
Number of shares issued for services rendered | 25,000 | ||||||||||||||||
Number of shares issued for services rendered | $ 54,250 | ||||||||||||||||
Employment Agreement [Member] | Restricted Stock [Member] | Employee [Member] | |||||||||||||||||
Number of shares issued | 12,000 | ||||||||||||||||
Shares issued, value | $ 31,800 | ||||||||||||||||
Employment Incentive Agreement [Member] | Restricted Stock [Member] | |||||||||||||||||
Number of shares issued | 40,000 | ||||||||||||||||
Shares issued, value | $ 128,400 | ||||||||||||||||
Intellectual Property Purchase Agreement [Member] | IDS, Inc. [Member] | |||||||||||||||||
Number of shares issued | 1,968,000 | ||||||||||||||||
Shares issued, value | $ 4,920,000 | ||||||||||||||||
Marketing Services [Member] | Restricted Stock [Member] | |||||||||||||||||
Number of shares issued for services | 15,000 | ||||||||||||||||
Number of shares issued for services, value | $ 32,400 | ||||||||||||||||
Investor Relation Services [Member] | Restricted Stock [Member] | |||||||||||||||||
Number of shares issued for services | 25,000 | ||||||||||||||||
Number of shares issued for services, value | $ 46,500 | ||||||||||||||||
Non-Voting Series B 10% Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||
Aggregate number of shares agreed to convert | 110,200 | ||||||||||||||||
Non-Voting Series B 10% Cumulative Convertible Preferred Stock [Member] | Certificate of Withdrawal of Certificate of Designations [Member] | |||||||||||||||||
Preferred stock, authorized | 3,000,000 | ||||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | ||||||||||||||||
Non-Voting Series C 10% Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||
Aggregate number of shares agreed to convert | 13,100 | ||||||||||||||||
Non-Voting Series C 10% Cumulative Convertible Preferred Stock [Member] | Certificate of Withdrawal of Certificate of Designations [Member] | |||||||||||||||||
Preferred stock, authorized | 3,000,000 | ||||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | ||||||||||||||||
Non-Voting Series D 10% Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||
Aggregate number of shares agreed to convert | 110,156 | ||||||||||||||||
Non-Voting Series D 10% Cumulative Convertible Preferred Stock [Member] | Certificate of Withdrawal of Certificate of Designations [Member] | |||||||||||||||||
Preferred stock, authorized | 3,000,000 | ||||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, authorized | 3,000,000 | ||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||||||||||||
Preferred stock, issued | 0 | ||||||||||||||||
Preferred stock, outstanding | 0 | ||||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | ||||||||||||||||
Preferred stock, voting rights | a vote of the shareholders of the Company and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock. | ||||||||||||||||
Description of conversion stock | (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. | 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”), at a conversion rate of five (5) shares of Series A Preferred Stock for every one (1) share of Series C Preferred Stock; or to allow conversion into common stock at the lowest price the Company has issued stock as part of a financing to include all financing such as new debt and equity financing and stock issuances as well as existing debt conversions into stock. | ● 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. | ||||||||||||||
Series A Preferred Stock [Member] | Common Stock and Warrant Purchase Agreement [Member] | Mr. William Kerby & Mr. Donald P. Monaco [Member] | |||||||||||||||||
Number of shares converted | 1,869,611 | ||||||||||||||||
Preferred Stock A [Member] | |||||||||||||||||
Preferred stock, authorized | 100,000,000 | ||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Number of shares issued | 1,000,500 | 905,000 | |||||||||||||||
Shares issued, value | $ 10 | $ 9 | |||||||||||||||
Number of shares issued for services | 174,000 | 150,000 | |||||||||||||||
Number of shares issued for services, value | $ 2 | $ 2 | |||||||||||||||
Offering price (in dollars per share) | $ 0.043 | $ 0.043 | |||||||||||||||
Stock issued during period, shares, conversion of convertible securities | 444,712 | ||||||||||||||||
Number of shares conversion | 1,495,689 | ||||||||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||||||
Number of shares issued | 613,000 | ||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Number of shares issued | 905,000 | ||||||||||||||||
Shares issued, value | $ 1,900,500 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Common stock, outstanding | 1,347,391 | 1,730,941 | |||||||||||||||
Number of shares issued | 66,600 | ||||||||||||||||
Shares issued, value | $ 132,000 | ||||||||||||||||
Number of warrants issued | 724,000 | ||||||||||||||||
Number of shares warrants maybe converted (shares) | 724,000 | ||||||||||||||||
Exercise price of warrant | $ 3.32 | $ 3.90 | $ 2 | ||||||||||||||
Maturity term of warrant | 5 years | ||||||||||||||||
Number of warrants granted | 899,000 | ||||||||||||||||
Warrant [Member] | Mr. Donald P. Monaco [Member] | Monaco Investment Partners II [Member] | |||||||||||||||||
Number of shares issued | 35,750 | ||||||||||||||||
Shares issued, value | $ 101,888 | ||||||||||||||||
Warrant [Member] | Private Placement [Member] | |||||||||||||||||
Number of shares issued | 613,000 | ||||||||||||||||
Exercise price of warrant | $ 5 | ||||||||||||||||
Warrant [Member] | Restricted Stock [Member] | |||||||||||||||||
Number of shares issued | 147,000 | ||||||||||||||||
Shares issued, value | $ 385,875 | ||||||||||||||||
Restricted Common Stock [Member] | Platform Purchase Agreement [Member] | |||||||||||||||||
Number of shares canceled and retired | 140,000 | ||||||||||||||||
Number of shares canceled and retired, value | $ 1,039,500 | ||||||||||||||||
Restricted Common Stock [Member] | Assets Purchase Agreement [Member] | |||||||||||||||||
Number of shares issued | 4,390 | ||||||||||||||||
Shares issued, value | $ 21,248 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details Narrative 1) - USD ($) | Feb. 29, 2020 | Apr. 25, 2019 | Mar. 05, 2019 | Feb. 28, 2019 | Dec. 06, 2018 | Nov. 29, 2018 | Jul. 02, 2018 | Jan. 29, 2018 | Jul. 28, 2017 | Nov. 29, 2018 | Feb. 29, 2020 | Feb. 28, 2019 | Jan. 29, 2018 | Oct. 19, 2019 | Oct. 10, 2019 | Oct. 02, 2019 | Jul. 02, 2019 | Apr. 30, 2019 | Oct. 19, 2018 | Jan. 10, 2018 | May 25, 2001 |
Number of shares issued | 1,000,500 | ||||||||||||||||||||
Shares issued, value | $ 1,785,000 | $ 1,785,930 | $ 1,797,459 | ||||||||||||||||||
Common stock, issued | 13,064,339 | 9,590,956 | 13,064,339 | 9,590,956 | |||||||||||||||||
Common stock, outstanding | 13,064,339 | 9,590,956 | 13,064,339 | 9,590,956 | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2 | ||||||||||||||||||||
Proceeds from warrant exercised | $ 275,087 | $ 385,875 | |||||||||||||||||||
Bettwork Industries, Inc. [Member] | |||||||||||||||||||||
Number of shares converted | 750,000 | ||||||||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | |||||||||||||||||||||
Number of shares conversion | 3,866,667 | ||||||||||||||||||||
Outstanding principal balance | $ 190,000 | $ 0 | $ 190,000 | 0 | |||||||||||||||||
Promissory note repurchased | 2,133,333 | 2,133,333 | |||||||||||||||||||
Notes receivable face amount | 2,900,000 | 2,900,000 | 2,900,000 | 2,900,000 | |||||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note - Right to Own [Member] | |||||||||||||||||||||
Number of shares converted | 1,000,000 | ||||||||||||||||||||
Amended note receivable face amount | $ 230,000 | $ 230,000 | |||||||||||||||||||
Outstanding principal balance | 1,600,000 | $ 1,600,000 | $ 1,600,000 | $ 1,600,000 | $ 1,600,000 | ||||||||||||||||
Promissory note repurchased | $ 2,133,333 | $ 2,133,333 | |||||||||||||||||||
Notes receivable face amount | $ 200,000 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Number of shares issued | 66,600 | ||||||||||||||||||||
Shares issued, value | $ 132,000 | ||||||||||||||||||||
Number of warrants granted | 899,000 | ||||||||||||||||||||
Derivative liability | $ 26,060 | $ 26,060 | |||||||||||||||||||
Common stock, outstanding | 1,347,391 | 1,730,941 | 1,347,391 | 1,730,941 | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 3.32 | $ 3.90 | $ 3.32 | $ 3.90 | $ 2 | ||||||||||||||||
Weighted average life | 4 years 3 months 29 days | ||||||||||||||||||||
Warrant [Member] | Common Stock Subscriptions [Member] | |||||||||||||||||||||
Number of warrants granted | 724,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 1,000,500 | 905,000 | |||||||||||||||||||
Shares issued, value | $ 10 | $ 9 | |||||||||||||||||||
Number of shares conversion | 1,495,689 | ||||||||||||||||||||
Number of warrants exercised | 122,350 | 147,000 | |||||||||||||||||||
Common Stock [Member] | Bettwork Industries, Inc. [Member] | |||||||||||||||||||||
Number of shares issued | 6,081,427 | 428,572 | 428,572 | 428,572 | 1,535,714 | ||||||||||||||||
Shares issued, value | $ 300,000 | $ 300,000 | $ 857,144 | ||||||||||||||||||
Number of shares converted | 750,000 | ||||||||||||||||||||
Common stock, outstanding | 42,403,893 | 42,403,893 | |||||||||||||||||||
Stadlin Trust Common Stock and Warrant Agreement [Member] | Warrant [Member] | |||||||||||||||||||||
Number of warrants granted | 9,800 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.625 | $ 2.625 | $ 5.125 | ||||||||||||||||||
Number of warrants exercised | 29,800 | ||||||||||||||||||||
Proceeds from warrant exercised | $ 78,225 | ||||||||||||||||||||
Stadlin Trust Common Stock and Warrant Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 1,220 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||
Number of shares issued | 905,000 | ||||||||||||||||||||
Shares issued, value | $ 1,900,500 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 905,000 | ||||||||||||||||||||
Shares issued, value | $ 1,900,500 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Warrant [Member] | Maximum [Member] | |||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.85 | ||||||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Warrant [Member] | Minimum [Member] | |||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2 | ||||||||||||||||||||
Warrant Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5 | $ 5 | |||||||||||||||||||
Private Placement [Member] | Warrant [Member] | |||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.125 | ||||||||||||||||||||
Underwritten Offering [Member] | |||||||||||||||||||||
Number of shares issued | 1,000,500 | 1,000,500 | |||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2 | ||||||||||||||||||||
Net proceeds from costs | $ 1,785,000 | ||||||||||||||||||||
Underwriters [Member] | |||||||||||||||||||||
Number of shares issued | 1,000,500 | ||||||||||||||||||||
Shares issued, value | $ 2,001,000 | ||||||||||||||||||||
Underwriters [Member] | Underwriting Agreement [Member] | |||||||||||||||||||||
Common stock, issued | 130,500 | ||||||||||||||||||||
Granted period | 45 days | ||||||||||||||||||||
Monaco Investment Partners II, LP [Member] | |||||||||||||||||||||
Number of shares issued | 35,750 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.85 | ||||||||||||||||||||
Monaco Investment Partners II, LP [Member] | First Amendment To Warrant Agreement [Member] | Warrant [Member] | |||||||||||||||||||||
Number of shares issued | 35,750 | ||||||||||||||||||||
Monaco Investment Partners II, LP [Member] | First Amendment To Warrant Agreement [Member] | Warrant [Member] | Maximum [Member] | |||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.23 | ||||||||||||||||||||
Monaco Investment Partners II, LP [Member] | First Amendment To Warrant Agreement [Member] | Warrant [Member] | Minimum [Member] | |||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.85 | ||||||||||||||||||||
Mr. William Kerby Member] | |||||||||||||||||||||
Number of shares issued | 25,000 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2 | $ 2 | |||||||||||||||||||
Simon Orange [Member] | |||||||||||||||||||||
Number of shares issued | 75,000 | ||||||||||||||||||||
Shares issued, value | $ 100,000 | ||||||||||||||||||||
Roth Capital Partners LLC [Member] | Underwriting Agreement [Member] | |||||||||||||||||||||
Common stock, issued | 870,000 | ||||||||||||||||||||
Pacific Grove Capital LP (Pacific) [Member] | First Amendment To Warrant (Amendment) agreement [Member] | |||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.625 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details Narrative 2) - USD ($) | Jan. 22, 2020 | Oct. 29, 2019 | Apr. 25, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | Aug. 31, 2019 |
Number of shares issued | 1,000,500 | |||||
Shares issued, value | $ 1,785,000 | $ 1,785,930 | $ 1,797,459 | |||
Share price (in dollars per share) | $ 2 | $ 2.15 | ||||
Warrants granted in connection with common stock subscriptions | 112,150 | |||||
Series A Preferred Stock [Member] | Verus International Inc [Member] | ||||||
Number of shares issued | 25,562,500 | |||||
Shares issued, value | $ 425,000 | |||||
Mr. William Kerby [Member] | ||||||
Number of shares issued | 25,000 | |||||
Shares issued, value | $ 38,500 | |||||
Stock Purchase Agreement [Member] | Mr. William Kerby [Member] | Series A Preferred Stock [Member] | Verus International Inc [Member] | ||||||
Number of shares issued | 1,562,500 | |||||
Shares issued, value | $ 25,000 | |||||
Share price (in dollars per share) | $ 0.016 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Feb. 29, 2020USD ($) |
FY 2021 | $ 129,819 |
FY 2022 | 10,171 |
Totals | 139,990 |
Leases [Member] | |
FY 2021 | 121,879 |
FY 2022 | 10,171 |
Totals | 132,050 |
Other [Member] | |
FY 2021 | 7,940 |
FY 2022 | |
Totals | $ 7,940 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 28, 2020 | Apr. 25, 2019 | Dec. 22, 2017 | Mar. 28, 2017 | Feb. 28, 2014 | Jul. 09, 2013 | Jun. 10, 2013 | Jul. 02, 2012 | Nov. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2020 | Feb. 29, 2020 | Feb. 28, 2019 |
Lease agreement term | 3 years | ||||||||||||
Rent expense | $ 3,643 | $ 77,659 | $ 76,191 | ||||||||||
Future minimum rental payments | $ 13,200 | ||||||||||||
Number of preferred share issued | 0 | 0 | |||||||||||
Value of preferred shares issued | |||||||||||||
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 | ||||||||||||
Number of shares issued | 1,000,500 | ||||||||||||
Amount of anti-dilution protection per shares (in dollar per shares) | $ 0.016 | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of shares issued | 1,000,500 | 905,000 | |||||||||||
Settlement Agreement [Member] | |||||||||||||
Number of shares issued | 20,000 | ||||||||||||
Settlement Agreement [Member] | Restricted Stock [Member] | |||||||||||||
Description of litigation | when the agreement was signed, (ii) $15,000 payable on or before January 31, 2020, (iii) $85,000 payable in eleven (11) equal consecutive monthly installments of $7,727.27 to settle the matter. | ||||||||||||
Number of shares issued | 50,000 | ||||||||||||
Settlement amount | $ 15,000 | ||||||||||||
Management [Member] | |||||||||||||
Counter claim amount | $ 20,000,000 | ||||||||||||
Domacile litigation | U.S. District Court for the Southern District of Florida | ||||||||||||
NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Settlement Agreement [Member] | |||||||||||||
Value of preferred shares issued | $ 0 | ||||||||||||
Number of shares issued | 49,411 | ||||||||||||
Settlement amount | $ 100,000 | ||||||||||||
Amount of anti-dilution protection per shares (in dollar per shares) | $ 0.05 | ||||||||||||
Lewis Global Partners [Member] | Common Stock [Member] | |||||||||||||
Number of share fail to deliver | 270,000 | ||||||||||||
Damage alleged due | $ 715,500 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Number of preferred share issued | 0 | ||||||||||||
Description of conversion rights | (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. | 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”), at a conversion rate of five (5) shares of Series A Preferred Stock for every one (1) share of Series C Preferred Stock; or to allow conversion into common stock at the lowest price the Company has issued stock as part of a financing to include all financing such as new debt and equity financing and stock issuances as well as existing debt conversions into stock. | ● 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. | ||||||||||
Series A Preferred Stock [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Settlement Agreement [Member] | |||||||||||||
Value of preferred shares issued | $ 0 | ||||||||||||
Number of shares issued | 44,470,101 | ||||||||||||
Non-Voting Series B 10% Cumulative Convertible Preferred Stock [Member] | Subscription Agreement [Member] | |||||||||||||
Number of preferred share issued | 2,700 | ||||||||||||
Value of preferred shares issued | $ 13,500 | ||||||||||||
Non-Voting Series B 10% Cumulative Convertible Preferred Stock [Member] | Lewis Global Partners [Member] | |||||||||||||
Description of conversion rights | Each $5.00 Preferred B Share into either shares of the Company or 100 shares of ‘Next 1 Realty’ (our then wholly-owned real estate division, which subsequently became Verus). | ||||||||||||
Conversion price (in dollars per share) | $ 2.65 | ||||||||||||
Number of share upon conversion | 270,000 | ||||||||||||
Demand For Arbitration Litigation [Member] | Non-Voting Series D 10% Cumulative Convertible Preferred Stock [Member] | |||||||||||||
Claim amount | $ 700,000 | ||||||||||||
Name of the claimants | Acknew Investments, Inc. and Vice Regal Developments Inc. (Claimants) | ||||||||||||
Demand For Arbitration Litigation [Member] | Non-Voting Series D 10% Cumulative Convertible Preferred Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||
Number of preferred share issued | 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 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Lease agreement term | 1 year | ||||||||||||
Rent expense | $ 3,789 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | Feb. 29, 2020 | Feb. 28, 2019 |
Fair Value Disclosures [Abstract] | ||
Embedded derivative, fair value of embedded derivative liability | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Feb. 29, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Current | |
Deferred | |
Income Tax Expense (Benefit) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Feb. 29, 2020 | Feb. 28, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forwards | $ 32,292,252 | $ 28,388,633 |
Equity based compensation | 4,329,000 | 4,329,000 |
Amortization and impairment of intangibles | 74,920 | 74,920 |
Total deferred assets | 36,696,172 | 32,792,553 |
Valuation allowance | (36,696,172) | (32,792,553) |
Net deferred tax assets (liabilities) |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory Federal income tax rate | (21.00%) | (21.00%) |
State taxes, net of Federal | (4.50%) | (4.50%) |
Permanent difference | (1.00%) | 7.40% |
Change in valuation allowance | 26.50% | 18.10% |
Effective Income Tax Rate Reconciliation, Percent, Total | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Income Tax Disclosure [Abstract] | ||
Change in deferred tax assets valuation allowance, amount | $ (3,903,619) | |
Operating loss carryforwards | $ 45,000,000 | |
Operating loss carryforwards expiration dates | between 2029 and 2039 | |
Net operating loss carry-forwards | $ 32,292,252 | $ 28,388,633 |
Amortization and impairment of intangibles | $ 0 | $ 74,920 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Income (Numerator) | ||
Basic earnings (losses) | $ (9,454,686) | $ 4,298,563 |
Dilutive earnings | $ (9,454,686) | $ 4,298,563 |
Weighted Average Shares (Denominator) | ||
Basic earnings (loss) | 11,773,633 | 8,629,224 |
Dilutive earnings (loss) | 11,773,633 | 8,629,224 |
Per Share Amount | ||
Basic earnings (in dollars per share) | $ (0.80) | $ 0.50 |
Dilutive earnings (in dollars per share) | $ (0.80) | $ 0.50 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 08, 2020USD ($) | May 07, 2020USD ($) | May 01, 2020USD ($) | Apr. 17, 2020USD ($) | Apr. 03, 2020USD ($) | Feb. 29, 2020USD ($)Number | Mar. 27, 2020USD ($) | Mar. 26, 2020USD ($) | Mar. 13, 2020USD ($) |
Number of promissory notes | Number | 3 | ||||||||
Number of directors | Number | 2 | ||||||||
Revolving Monaco Trust Note [Member] | |||||||||
Current borrowing capacity | $ 1,400,000 | ||||||||
Remaining borrowing capacity | 1,300,000 | ||||||||
Subsequent Event [Member] | Commercial Bank [Member] | Paycheck Protection Program [Member] | |||||||||
Face amount | $ 176,534 | $ 176,534 | |||||||
Debt interesr rate | 1.00% | ||||||||
Maturity date | May 8, 2022 | ||||||||
Debt issue date | May 8, 2020 | ||||||||
Debt term | 2 years | ||||||||
Subsequent Event [Member] | Revolving Monaco Trust Note [Member] | |||||||||
Maximum borrowing capacity | $ 75,000 | $ 100,000 | |||||||
Current borrowing capacity | 1,575,000 | ||||||||
Remaining borrowing capacity | $ 1,125,000 | ||||||||
Promissory Note [Member] | Subsequent Event [Member] | Revolving Credit Facility [Member] | Line of Credit - The National Bank of Commerce [Member] | |||||||||
Face amount | $ 1,200,000 | ||||||||
Description of maturity date | extended the due date of the prior note from June 30, 2020 to December 31, 2020. | ||||||||
Interest rate terms | New Note accrue interest at the rate of prime plus 3% (which rate is currently 6.25%)(the interest rate of the prior note was prime plus 1%), subject to a floor of 4.5%. | ||||||||
Debt default, amount | $ 1,192,716 | ||||||||
Promissory Note [Member] | Mr. Donald P. Monaco [Member] | |||||||||
Face amount | 2,700,000 | ||||||||
Promissory Note [Member] | Robert J. Mendola [Member] | |||||||||
Face amount | 150,000 | ||||||||
Promissory Note [Member] | Robert J. Mendola [Member] | Subsequent Event [Member] | |||||||||
Repayments of debt | $ 157,595 | ||||||||
Periodic payment, principal | 150,000 | ||||||||
Periodic payment, interest | $ 7,595 | ||||||||
Promissory Note [Member] | Pasquale LaVecchia [Member] | |||||||||
Face amount | $ 25,000 | ||||||||
Promissory Note [Member] | Pasquale LaVecchia [Member] | Subsequent Event [Member] | |||||||||
Repayments of debt | $ 26,225 | ||||||||
Periodic payment, principal | 25,000 | ||||||||
Periodic payment, interest | $ 6,225 | ||||||||
Secured Promissory Note [Member] | Subsequent Event [Member] | Iliad Research and Trading, L.P. [Member] | |||||||||
Face amount | $ 895,000 | ||||||||
Consideration received | 800,000 | ||||||||
Original issue discount | 80,000 | ||||||||
Debt transaction expenses | $ 15,000 | ||||||||
Debt interesr rate | 10.00% | ||||||||
Maturity date | Apr. 3, 2021 | ||||||||
Description of debt redemption | From time to time, beginning six months after issuance, Iliad may redeem a portion of the Note, not to exceed an amount of $200,000 per month. | ||||||||
Percentage of principal amount redeemed | 25.00% | ||||||||
Redemption percentage increased | 2.00% | ||||||||
Redemption percentage paid | 20.00% | ||||||||
Percentage increases upon occurrence | 30.00% | ||||||||
Percentage increases by upon occurrence | 10.00% | ||||||||
Description of failure pay amount | the outstanding balance of the Note automatically increases by 15%, and for each other default, the outstanding balance of the Note automatically increases by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the Note immediately prior to the first event of default | ||||||||
Secured Promissory Note [Member] | Subsequent Event [Member] | Iliad Research and Trading, L.P. [Member] | Note Purchase Agreement [Member] | |||||||||
Description of ollateral | the Company are secured by substantially all of the assets of the Company, subject to the priority lien and security interest of National Bank | ||||||||
Collateral amount | $ 1,200,000 | ||||||||
Interest rate during period | 22.00% |