Cover
Cover - shares | 6 Months Ended | |
Aug. 31, 2020 | Oct. 14, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Monaker Group, Inc. | |
Entity Central Index Key | 0001372183 | |
Document Type | 10-Q | |
Entity File Number | 001-38402 | |
Document Period End Date | Aug. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity a Small Business | true | |
Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 14,564,589 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) | Aug. 31, 2020 | Feb. 29, 2020 |
Current Assets | ||
Cash | $ 424,914 | $ 162,506 |
Prepaid expenses and other current assets | 132,023 | 334,995 |
Investment in unconsolidated affiliate - Short-term | 164,662 | 979,954 |
Notes receivable, net | 37,500 | 37,500 |
Security deposits | 94,536 | 53,279 |
Total current assets | 853,635 | 1,568,234 |
Investment in unconsolidated affiliate | 1,177,849 | 1,849,077 |
Website Development costs and intangible assets, net | 7,051,023 | 6,712,547 |
Fixed Assets, net | 24,268 | 19,664 |
Operating lease right-of-use asset | 36,185 | 76,762 |
Total assets | 9,142,960 | 10,226,284 |
Current Liabilities | ||
Line of Credit & Notes Payable | 1,739,890 | 1,192,716 |
Accounts payable and accrued expenses | 819,005 | 833,679 |
Other current liabilities | 82,055 | 400,692 |
Operating lease liability | 38,194 | 76,762 |
Revolving promissory notes - related party | 2,175,000 | 1,575,000 |
Total current liabilities | 4,854,144 | 4,078,849 |
Paycheck Protection Program loan - long term | 176,534 | |
Total liabilities | 5,030,678 | 4,078,849 |
Commitments and contingencies | ||
Stockholders' equity | ||
Series A Preferred Stock, $.01 par value; 3,000,000 authorized; no shares issued and outstanding at August 31, 2020 and February 29, 2020 | ||
Common stock, $.00001 par value; 500,000,000 shares authorized; 14,461,839 and 13,069,339 shares issued and outstanding at August 31, 2020 and February 29, 2020, respectively | 144 | 131 |
Additional paid-in-capital | 124,724,106 | 122,000,201 |
Accumulated deficit | (120,611,968) | (115,852,897) |
Total stockholders' equity | 4,112,282 | 6,147,435 |
Total liabilities and stockholders' equity | $ 9,142,960 | $ 10,226,284 |
Consolidated Balance Sheet (U_2
Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Aug. 31, 2020 | Feb. 29, 2020 |
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 | 14,461,839 | 13,069,339 |
Common stock, outstanding | 14,461,839 | 13,069,339 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Revenues | ||||
Travel and Commission revenues | $ 34,545 | $ 247,833 | $ 42,419 | $ 269,650 |
Gross revenues | 34,545 | 247,833 | 42,419 | 269,650 |
Cost of revenues | (28,240) | (199,055) | (33,767) | (211,437) |
Gross profit | 6,305 | 48,778 | 8,652 | 58,213 |
Operating Expenses | ||||
General and administrative | 1,435,014 | 340,311 | 1,747,131 | 540,731 |
Salaries and benefits | 531,242 | 384,968 | 1,023,318 | 732,111 |
Technology and development | 156,208 | 480,121 | 316,022 | 978,196 |
Stock-based compensation | 106,879 | 165,429 | 169,462 | 590,661 |
Selling and promotions expense | 75,975 | 2,241 | 149,180 | 12,594 |
Depreciation and Amortization | 57,990 | 73,451 | 163,306 | 146,902 |
Total operating expenses | 2,363,308 | 1,446,521 | 3,568,419 | 3,001,195 |
Operating Loss | (2,357,003) | (1,397,743) | (3,559,767) | (2,942,982) |
Other Expense | ||||
Valuation loss, net | (302,376) | (2,557,669) | (644,309) | (2,409,634) |
Interest expense | (106,889) | (28,101) | (185,952) | (66,514) |
Contract settlement expenses | ||||
Realized gain/(loss) on sale of marketable securities | 28,796 | (484,516) | ||
Other Income | 27,348 | 9,392 | 115,473 | 8,673 |
Total other expense | (353,121) | (2,576,378) | (1,199,304) | (2,467,475) |
Net Loss | $ (2,710,124) | $ (3,974,121) | $ (4,759,071) | $ (5,410,457) |
Weighted average number of common shares outstanding | ||||
Basic (in shares) | 13,764,257 | 11,056,138 | 13,509,141 | 10,540,198 |
Diluted (in shares) | 13,764,257 | 11,056,138 | 13,509,141 | 10,540,198 |
Basic net loss per share (in dollar per shares) | $ (0.20) | $ (0.36) | $ (0.35) | $ (0.51) |
Diluted net loss per share (in dollar per shares) | $ (0.20) | $ (0.36) | $ (0.35) | $ (0.51) |
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, 2019 | $ 96 | $ 114,265,762 | $ (106,398,211) | $ 7,867,647 |
Balance at beginning (in shares) at Feb. 28, 2019 | 9,590,956 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for cash | $ 10 | 1,785,920 | 1,785,930 | |
Common stock issued for cash (in shares) | 1,000,500 | |||
Warrants Exercised | $ 1 | 275,086 | 275,087 | |
Warrants Exercised (in shares) | 122,350 | |||
Shares issued for stock compensation | $ 1 | 370,811 | 370,812 | |
Shares issued for stock compensation (in shares) | 123,124 | |||
Shares issued for Investor Relations | 102,000 | 102,000 | ||
Shares issued for Investor Relations (in shares) | 34,000 | |||
Shares issued for Intangible Assets | $ 20 | 4,919,980 | 4,920,000 | |
Shares issued for Intangible Assets (in shares) | 1,968,000 | |||
Warrants expired | (254,943) | (254,943) | ||
Net (loss) | (5,410,457) | (5,410,457) | ||
Balance at ending at Aug. 31, 2019 | $ 128 | 121,464,616 | (111,808,668) | 9,656,076 |
Balance at ending (in shares) at Aug. 31, 2019 | 12,838,930 | |||
Balance at beginning at May. 31, 2019 | $ 107 | 116,326,768 | (107,834,547) | 8,492,328 |
Balance at beginning (in shares) at May. 31, 2019 | 10,713,806 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares issued for stock compensation | $ 1 | 370,811 | 370,812 | |
Shares issued for stock compensation (in shares) | 123,124 | |||
Shares issued for Investor Relations | 102,000 | 102,000 | ||
Shares issued for Investor Relations (in shares) | 34,000 | |||
Shares issued for Intangible Assets | $ 20 | 4,919,980 | 4,920,000 | |
Shares issued for Intangible Assets (in shares) | 1,968,000 | |||
Warrants expired | (254,943) | (254,943) | ||
Net (loss) | (3,974,121) | (3,974,121) | ||
Balance at ending at Aug. 31, 2019 | $ 128 | 121,464,616 | (111,808,668) | 9,656,076 |
Balance at ending (in shares) at Aug. 31, 2019 | 12,838,930 | |||
Balance at beginning at Feb. 29, 2020 | $ 131 | 122,000,201 | (115,852,897) | 6,147,435 |
Balance at beginning (in shares) at Feb. 29, 2020 | 13,069,339 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for cash | $ 10 | 1,819,990 | 1,820,000 | |
Common stock issued for cash (in shares) | 1,000,000 | |||
Shares issued for stock compensation | $ 1 | 126,561 | 126,562 | |
Shares issued for stock compensation (in shares) | 102,500 | |||
Shares issued for Investor Relations | $ 2 | 733,654 | 733,656 | |
Shares issued for Investor Relations (in shares) | 255,000 | |||
Shares issued for marketing services | 43,700 | 43,700 | ||
Shares issued for marketing services (in shares) | 35,000 | |||
Net (loss) | (4,759,071) | (4,759,071) | ||
Balance at ending at Aug. 31, 2020 | $ 144 | 124,724,106 | (120,611,968) | 4,112,282 |
Balance at ending (in shares) at Aug. 31, 2020 | 14,461,839 | |||
Balance at beginning at May. 31, 2020 | $ 133 | 122,144,027 | (117,901,844) | 4,242,316 |
Balance at beginning (in shares) at May. 31, 2020 | 13,270,589 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued for cash | $ 10 | 1,819,990 | 1,820,000 | |
Common stock issued for cash (in shares) | 1,000,000 | |||
Shares issued for stock compensation | 57,679 | 57,679 | ||
Shares issued for stock compensation (in shares) | 61,250 | |||
Shares issued for Investor Relations | $ 1 | 702,410 | 702,411 | |
Shares issued for Investor Relations (in shares) | 130,000 | |||
Net (loss) | (2,710,124) | (2,710,124) | ||
Balance at ending at Aug. 31, 2020 | $ 144 | $ 124,724,106 | $ (120,611,968) | $ 4,112,282 |
Balance at ending (in shares) at Aug. 31, 2020 | 14,461,839 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Aug. 31, 2020 | Aug. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (4,759,071) | $ (5,410,457) |
Adjustments to reconcile net loss to net cash from (used in) operating activities: | ||
Amortization and depreciation | 163,306 | 146,902 |
Stock based compensation and consulting fees | 876,618 | 217,869 |
Valuation loss, net | 1,128,825 | 2,940,225 |
Shares issued for intangible assets | 4,920,000 | |
Changes in operating assets and liabilities: | ||
Increase/(Decrease) in prepaid expenses and other current assets | 189,016 | (376,522) |
(Decrease)/Increase in accounts payable and accrued expenses | (14,675) | 129,797 |
(Decrease)/Increase in other current liabilities | (155,031) | 77,597 |
Net cash provided by (used in) operating activities | (2,571,012) | 2,645,411 |
Cash flows from investing activities: | ||
Payment related to Intangible assets | (151,000) | (4,981,622) |
Purchase of furniture, fixture, and equipment | (7,073) | |
Payment related to website development costs | (259,910) | (183) |
Proceeds from sale of marketable securities | 107,695 | |
Net cash (used in) investing activities | (310,288) | (4,981,805) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 1,820,000 | 1,785,930 |
Proceeds from exercise of warrants | 275,087 | |
Proceeds from Paycheck Protection Program loan | 176,534 | |
Proceeds from promissory notes | 895,000 | |
Payment on promissory notes | (347,826) | |
Payment on promissory notes - related party | (225,000) | (350,000) |
Proceeds from promissory notes - related party | 825,000 | 700,000 |
Net cash provided by financing activities | 3,143,708 | 2,411,017 |
Net increase in cash | 262,408 | 74,653 |
Cash at beginning of period | 162,506 | 32,979 |
Cash at end of period | 424,914 | 107,632 |
Supplemental disclosure: | ||
Cash paid for interest | $ 185,952 | $ 66,514 |
Summary of Business Operations
Summary of Business Operations and Significant Accounting Policies | 6 Months Ended |
Aug. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Business Operations and Significant Accounting Policies | Nature of Operations and Business Organization Monaker Group, Inc. and its subsidiaries (“ Monaker we our us Company The Company serves three major constituents: (1) property managers, (2) travelers, and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise. Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ US GAAP SEC The results of operations for the six months ended August 31, 2020, are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, 2021. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include 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 August 31, 2020 and February 29, 2020. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (ASC) 350-50 “ Website Development Costs Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ ASC 985-20-25 Impairment of Intangible Assets In accordance with ASC 350-30-65 “ Goodwill and Other Intangible Assets 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense of $160,837 and $146,902 during the six months ended August 31, 2020 and 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. 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. Warrant Modifications The Company treats a modification of the terms or conditions of an equity award in accordance with ASC Topic 718-20-35-3 by treating the modification as an exchange of the original award for a new award. In substance, the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of this Topic over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. Fair Value of Financial Instruments The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but it does provide guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities. Financial instruments consist principally of cash, accounts receivable, 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. Going Concern As of August 31, 2020, and February 29, 2020, the Company had an accumulated deficit of $120,611,968 and $115,852,897, 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 $460,000. 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, and 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. We anticipate obtaining a portion of such funds from HotPlay in the event the HotPlay Exchange Agreement closes. Our failure to close the Share Exchanges or 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 August 31, 2020, we had $4,854,143 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. On July 23, 2020, we entered into (a) a Share Exchange Agreement with HotPlay Enterprise Limited (“ HotPlay HotPlay Exchange Agreement HotPlay Stockholders HotPlay Share Exchange Axion Axion Stockholders Axion Exchange Agreement Exchange Agreements Axion Creditors Axion Share Exchange Share Exchanges Pursuant to the HotPlay Exchange Agreement, the HotPlay Stockholders agreed to exchange 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company following the closing of the transactions contemplated therein) for 67.8% of the Company’s Post-Closing Capitalization (defined below)(the “ HotPlay Percentage HotPlay Shares Post-Closing Capitalization Closing Pursuant to the Axion Exchange Agreement, (a) the Axion Stockholders agreed to exchange ordinary shares of Axion currently equal to 33.9% of the outstanding common shares of Axion; and (b) the Axion Creditors agreed to exchange $7,757,024 in promissory notes issued by, or other debt owed by, Axion to such Axion Creditors (the “ Axion Debt Axion Percentage Axion Shares Debt Shares Creditor Warrants Our current plan is to close the transactions contemplated by the Share Exchanges. We currently operate solely in the travel industry. Upon the completion of the HotPlay Exchange Agreement, the Company plans to transition its operations to those of both a travel company, and an in-game advertising company. During the period until the Closing of the HotPlay Exchange Agreement, and in the event the HotPlay Exchange Agreement is not consummated, the Company intends to continue to actively operate solely in the travel industry. Management’s plans with regard to this going concern are as follows: the Company plans to work towards closing the HotPlay and Axion share exchanges, which are subject to certain closing conditions and other requirements, will continue to raise funds with third parties by way of public or private offerings, and management and members of the Board are working aggressively to increase the viewership of our products by promoting it across other mediums which we anticipate will result in higher revenues. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan and generate greater revenues. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. Although we currently cannot predict the full impact of the COVID-19 pandemic on our second fiscal 2021 financial results or for the year ended February 28, 2021, we anticipate a significant decrease in year-over-year revenue (similar to the decrease in quarter-over-quarter revenue we experienced during the quarters ended May 31, 2020 and August 31, 2020), which decreases we currently expect to continue throughout the remainder of fiscal 2021 and possibly beyond. However, the ultimate extent of the COVID-19 pandemic and its impact on global travel and overall economic activity is unknown and impossible to predict at this time. Separately, our capital requirements may increase in the near term and long-term due to the impact of the COVID-19 pandemic, the resulting reduced demand for travel services, the increases in cancellations and re-bookings, and the extent to which such pandemic may further impact the ability of our customers to fulfill their payment obligations. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations since its contracts generally have an original expected term of one year or less and the Company recognizes revenues at the amount to which it has the right to invoice for services performed. The Company applies a practical expedient, as permitted within ASC 340, to expense as incurred the incremental costs to obtain a contract when the amortization period of the asset that would have otherwise been recognized is one year or less. Leases The Company utilizes operating leases for its offices. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-to-use assets, non-current, and operating lease liabilities current and non-current captions in the consolidated balance sheets. Operating lease right-to-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all impacting the determination of the lease term and lease payments to be used in calculating the lease liability. Lease cost is recognized on a straight-line basis over the lease term. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate, the Company uses a derived incremental borrowing rate based on borrowing options under its credit agreement. The Company applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease. 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 as an expense on the straight-line basis on the statement of operations. Measurement of Credit Losses on Financial Instruments Recent Accounting Pronouncements Not Yet Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt the new standard effective March 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In January 2020, the FASB issued Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (ASU 2020-01), which clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We are currently evaluating the impact of the new guidance. |
Notes Receivable
Notes Receivable | 6 Months Ended |
Aug. 31, 2020 | |
Receivables [Abstract] | |
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 On March 12, 2019, and effective on February 28, 2019, we and Bettwork entered into a First Amendment to Amended Promissory Note (the “ Note Amendment The Bettwork Note bears interest at the rate of 12% per year, payable on maturity. The Bettwork Note includes a “ Default Rate On October 10, 2019, and effective on August 31, 2019, we and Bettwork entered into the Second Amendment to Amended Promissory Note to extend the maturity date thereof from August 31, 2019 to February 29, 2020. All terms of the Bettwork Note remained unchanged. The Bettwork Note is currently in default. $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 Crystal Note Default Rate On September 15, 2020, and effective August 14, 2020, a second amendment to the Crystal Note was entered to between us and Crystal Falls, to extend the maturity date of the Crystal Note to February 14, 2021. All other terms of the Crystal Note remain unchanged. Non-current Conversion of $1,600,000 Promissory Note Into 2,133,333 Common Stock Shares of Bettwork Industries Inc. On November 21, 2017, we entered into a Purchase Agreement and an addendum thereto (the “ Purchase Addendum A-Tech Parula Property Construction Obligation On May 31, 2018, Monaker and Bettwork entered into an agreement whereby Bettwork acquired the ‘right to own’ the Property from the Company in consideration for a Secured Convertible Promissory Note in the amount of $1.6 million (the “ Secured Note Transaction BETW Conversion of $2,900,000 Promissory Note Into 3,866,667 Common Stock Shares of Bettwork Industries Inc. Effective on August 31, 2017, we entered into a Purchase Agreement (the “ Purchase Agreement (a) Our 71.5% membership interest in Voyages North America, LLC, a Delaware limited liability company (“ Voyages (b) Our 10% ownership in Launch360 Media, Inc., a Nevada corporation (“ Launch360 (c) Rights to broadcast television commercials for 60 minutes every day on R&R TV network stations which rights remain in place until the earlier of (i) the date the shares of Launch360 are no longer held by Bettwork; and (ii) the date that Launch360 no longer has rights to broadcast television commercials on R&R TV network stations, for whatever reason; and (d) Our Technology Platform for Home & Away Club and supporting I.C.E. partnership (collectively (a) through (d), the “ Assets Bettwork agreed to pay $2.9 million for the assets, payable in the form of a Secured Convertible Promissory Note (the “ $2.9 Million Secured Note Bettwork may prepay the $2.9 Million Secured Note at any time, subject to its obligation to provide us 15 days prior written notice prior to any prepayment. The $2.9 Million Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 4.99% beneficial ownership limitation (which may be waived by us with at least 61 days prior written notice). The conversion price of the $2.9 Million Secured Note is $1.00 per share (the “ Conversion Price Transaction BETW |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliates | 6 Months Ended |
Aug. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Affiliates | Note 3 – Investment in Unconsolidated Affiliates We assess the potential impairment of our equity method investments when indicators such as a history of operating losses, negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value. Verus International, Inc and NestBuilder.com Corp (OTCMKTS: VRUS) We have recognized an impairment loss on investment in unconsolidated affiliate. As of August 31, 2020, and February 29, 2020, Monaker owned 16,345,101 shares of Verus International, Inc. (formerly known as RealBiz Media Group, Inc. (“ Verus On December 22, 2017, we entered into a Settlement Agreement with Verus, NestBuilder.com Corp. (“ Nestbuilder AST 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 16, 2019, Verus filed a Certificate of Amendment (the “ Amendment Since the issuance date of such common stock, the Company has sold and transferred various shares of common stock of Verus. As of February 29, 2020, the Company owned 61,247,139 shares of Verus’s common stock which had a fair value of $0.016 per share or $979,954 in aggregate. As of August 31, 2020, the Company owned 54,887,546 shares of common stock of Verus. As of August 31, 2020, the 54,887,546 shares of Verus’s common stock held by the Company had a value of $0.003 per share ($164,663 in aggregate) which resulted in a decrease in the fair value of such shares of $725,506 for the six months ended August 31, 2020. The change in fair value of $725,506 is recognized in net loss as other expense, realized loss, net, as of August 31, 2020. 6,142,856 shares of Bettwork Industries Inc. Common Stock (formerly OTC Pink: BETW) On July 2, 2018, three Secured Convertible Promissory Notes aggregating $5,250,000 (as described in “Note 2 – Note Receivable”), evidencing amounts we were owed by Bettwork, were exchanged for 7,000,000 shares of Bettwork’s common stock at $0.75 per share for a fair value of $5,250,000 as of July 2, 2018. Bettwork’s common stock had a readily determinable fair value as it was quoted on the OTC Pink market under the symbol “ BETW 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 August 31, 2020. As of 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 loss as other income, valuation loss, net, as of February 29, 2020. As August 31, 2020, the 6,142,856 remaining shares of Bettwork’s common stock were trading at $0.15 per share valued at $921,428, which decreased the fair value by $614,286 for the fiscal year to date. The change in fair value of $614,286 is recognized in net loss as other expense, valuation loss, net for the six months ended August 31, 2020. 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 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 loss as other income, valuation loss, net, as of February 29, 2020. As of August 31, 2020, the 134,310 shares of Recruiter.com’s common stock were trading at $2.00 per share and valued at $268,620, which increased the fair value of such shares by $44,743 for the six months ended August 31, 2020. The change in fair value of $44,743 is recognized in net income as other income, valuation gain, net, as of August 31, 2020. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Aug. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 4 – Acquisitions and Dispositions Sale of Verus International, Inc Shares to Public During the month of March 2020, the Company sold 3,367,664 shares of Verus’ common stock to the public in open market transactions and received gross proceeds of $46,670 from such sales. During the month of April 2020, the Company sold 2,991,929 shares of Verus’ common stock to the public in open market transactions and received gross proceeds of $40,646 from such sales. During the second quarter from June 1, 2020 to August 31, 2020, the Company sold no shares of Verus’ common stock to the public in open market transactions. |
Line of Credit and Notes Payabl
Line of Credit and Notes Payable | 6 Months Ended |
Aug. 31, 2020 | |
Line Of Credit [Abstract] | |
Line of Credit and Notes Payable | Note 5 – Line of Credit and Notes Payable The National Bank of Commerce (FKA: Republic Bank) 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 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 National Bank of Commerce (which merged with Republic)(“ National Bank On May 7, 2020, the Company entered into a new Promissory Note with National Bank (the “ New Note As of August 31, 2020, and February 29, 2020, $1,192,716 is outstanding under the line of credit. Interest expense charged to operations relating to this line of credit was $33,545 and $38,665 for the six months ended August 31, 2020 and 2019, respectively. The Company has accrued interest as of August 31, 2020 and 2019 of $6,460 and $-0-, respectively. 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 Iliad Iliad Note The Iliad 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 Iliad 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 Iliad 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 Iliad Note is increased by 2%. Subject to the terms and conditions set forth in the Iliad Note, the Company may prepay all or any portion of the outstanding balance of the Iliad 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 Iliad 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 Iliad Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the Iliad Note (each an “ Equity Payment Pursuant to the Iliad 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 Iliad 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 Iliad Note increases by 10%. Additionally, upon each major default described in the Iliad Note (i.e., the failure to pay amounts under the Iliad 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 Iliad Note automatically increases by 15%, and for each other default, the outstanding balance of the Iliad 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 Iliad Note immediately prior to the first event of default. In connection with the Note Purchase Agreement and the Iliad Note, the Company has entered into a Security Agreement with Iliad (the “ Security Agreement The Note Purchase Agreement and the Iliad Note contain customary events of default. As described in the Iliad Note, upon the occurrence of certain events of default, the outstanding balance of the Iliad Note will become automatically due and payable, and upon the occurrence of other events of default, Iliad may declare the outstanding balance of the Iliad 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 Iliad 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 Iliad 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. On July 30, 2020, we made a prepayment of $347,826 towards the Iliad Note. As of August 31, 2020, the outstanding principal amount of the Iliad Note is $547,174 and the accrued interest is $34,969. The Paycheck Protection Program (PPP) Loan On May 8, 2020, the Company obtained a $176,534 loan (the “ Loan Lender PPP CARES Act PPP Note On August 14, 2020, the Company submitted the loan forgiveness application to Commercial Bank for the entire amount of $176,534. The accrued interest is $561 as of August 31, 2020. Management believes the principal and interest amounts will be forgiven. |
Related Party Promissory Notes
Related Party Promissory Notes and Transactions | 6 Months Ended |
Aug. 31, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Related Party Promissory Notes and Transactions | Note 6 –Related Party Promissory Notes and Transactions Promissory Notes with Directors The Company has entered into three promissory notes, two with two Directors (the “ Director Notes Revolving Monaco Trust Note Director Notes Director Notes 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. On June 9, 2020 and June 10, 2020, the Company borrowed an additional $300,000 and $50,000, respectively, from the Monaco Trust. On July 7, 2020 and July 20, 2020, the Company borrowed an additional $250,000 and $50,000, respectively, from the Monaco Trust. On July 27, 2020, the Company paid principal of $50,000 and accrued interest of $49,784. As of August 31, 2020, the Revolving Monaco Trust Note has a balance of $2,175,000 and the amount remaining under the note of $525,000, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the Revolving Monaco Trust Note, with the approval of the Monaco Trust. On March 27, 2020, the Company entered into second amendments to the Director Notes to extend the maturity date of such Director Notes from April 1, 2020 to June 1, 2020, and entered into an amendment to extend the due date of the Revolving Monaco Trust Note from April 1, 2020 to December 1, 2020 (the “ Second Note Amendment 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). As of August 31, 2020 and August 31, 2019, the outstanding balances of the promissory notes with Pasquale LaVecchia and Robert J. Mendola, Jr. were $0 and $0, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Aug. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 – Stockholders’ Equity Preferred stock The aggregate number of shares of preferred stock that the Company is authorized to issue is up to One Hundred Million (100,000,000), with a par value of $0.00001 per share (the “ Preferred Stock 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 Certificate of Designations relating to the Series A Preferred Stock (as amended), 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) $1.24 per share; or b) the lowest price the Company has issued stock as part of a financing after January 1, 2006; 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; or ● 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 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 August 31, 2020 and February 29, 2020. Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 as of August 31, 2020 and February 29, 2020. These dividends will only be payable when and if declared by the Board. Share Repurchase Transactions During the six months ended August 31, 2020 and 2019, there were no repurchases of the Company’s common stock by Monaker. Common Stock During the six months ended August 31, 2020, the following shares of common stock and other securities were issued and granted: ▪ On March 2, 2020, the Company issued 6,250 shares of common stock to Pasquale LaVecchia, a director of the Company, in consideration for services rendered to the Board during the quarter ended February 29, 2020, valued at $11,375. ▪ On March 2, 2020, the Company issued 7,500 shares of common stock to Donald P. Monaco, the Chairman of the Board, in consideration for services rendered to the Board during the quarter ended February 29, 2020, valued at $13,650. ▪ On March 2, 2020, the Company issued 6,250 shares of common stock to Doug Checkeris, a director of the Company, in consideration for services rendered to the Board during the quarter ended February 29, 2020, valued at $11,375. ▪ On March 2, 2020, the Company issued 5,000 shares of common stock to Simon Orange, a Director of the Company, in consideration for services rendered to the Board during the quarter ended February 29, 2020, valued at $9,100. ▪ On March 2, 2020, the Company issued 6,250 shares of common stock to Robert J. Mendola, Jr., a director of the Company, in consideration for services rendered to the Board during the quarter ended February 29, 2020, valued at $11,375. ▪ On March 2, 2020, the Company issued 5,000 shares of common stock to Rupert Duchesne, a director of the Company, in consideration for services rendered to the Board during the quarter ended February 29, 2020, valued at $9,100. ▪ On March 2, 2020, the Company issued 5,000 shares of common stock to Doug Checkeris, a director of the Company, in consideration for services rendered to the Board during the quarter ended February 29, 2020, valued at $9,100. ▪ On March 9, 2020, the Company issued 60,000 shares of restricted common stock to a consultant, valued at $109,200, for investor communication services rendered. ▪ On March 9, 2020, the Company issued 40,000 shares of restricted common stock to a consultant, valued at $72,800, for public relations services rendered. ▪ On March 9, 2020, the Company issued 15,000 shares of restricted common stock to a consultant, valued at $27,300, for digital marketing services rendered. ▪ On March 9, 2020, the Company issued 25,000 shares of restricted common stock to a consultant, valued at $45,500, for investor relations services rendered. ▪ On April 23, 2020, the Company entered into a Consulting Agreement, pursuant to which the Company issued 20,000 shares of restricted common stock to a consultant, valued at $16,400, for digital marketing and corporate communications services rendered. ▪ On June 9, 2020, the Company issued 6,250 shares of common stock to Pasquale LaVecchia, a director of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $8,875. ▪ On June 9, 2020, the Company issued 7,500 shares of common stock to Donald P. Monaco, the Chairman of the Board, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $10,650. ▪ On June 9, 2020, the Company issued 6,250 shares of common stock to Doug Checkeris, a director of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $8,875. ▪ On June 9, 2020, the Company issued 5,000 shares of common stock to Simon Orange, a Director of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $7,100. ▪ On June 9, 2020, the Company issued 6,250 shares of common stock to Robert J. Mendola, Jr., a director of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $8,875. ▪ On June 9, 2020, the Company issued 5,000 shares of common stock to Rupert Duchesne, a director of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $7,100. ▪ On June 9, 2020, the Company issued 5,000 shares of common stock to Alexandra Zubko, a director of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $7,100. ▪ On June 22, 2020, the Company issued 10,000 shares of restricted common stock, valued at $10,200 to an employee, in connection with a new employee agreement. ▪ On June 22, 2020, the Company issued 50,000 shares of restricted common stock to a consultant, valued at $92,500 for public and investor relations services rendered. ▪ On July 27, 2020, the Company issued 1,000,000 shares of common stock valued at $2,000,000 in a public offering whereby it sold 1,000,000 shares at a $2.00 per share offering price. We paid 7% of the aggregate public offering price to the placement agent in the offering. ▪ On August 10, 2020, the Company issued 22,000 shares of restricted common stock to a consultant, valued at $49,062, for public relations services rendered. ▪ On August 10, 2020, the Company issued 36,000 shares of restricted common stock to a consultant, valued at $80,283, for investor communication services rendered. ▪ On August 10, 2020, the Company issued 22,000 shares of restricted common stock to a consultant, valued at $49,062, for investor relations services rendered. The Company had 14,461,839 and 13,069,339 shares of common stock issued and outstanding as of August 31, 2020 and February 29, 2020, respectively. Common Stock Warrants On July 31, 2017, the Company issued warrants to purchase an aggregate of 613,000 shares of common stock in connection with a private placement offering of 613,000 shares of common stock and warrants. The warrants were exercisable immediately at $5.25 per share and expire on July 30, 2022. These warrants contain a subsequent equity sale reset “ down round During January 2018, the Company entered into a First Amendment To Warrant (“ Amendment Pacific Grove Additionally, as a result of the reduction in the exercise price of the Pacific Grove warrants which was agreed to pursuant to the Amendment, the anti-dilution provisions of the purchase agreement entered into with the purchasers pursuant to the July 31, 2017 purchases were triggered. Specifically, because the Company issued shares of common stock below (a) the $5.00 price per share of the securities sold pursuant to the purchase agreement, the purchasers were due an additional 14,458 shares of the Company’s common stock; and (b) the $5.25 exercise price of the warrants sold pursuant to the purchase agreement (and the warrants granted to the placement agent), automatically decreased to $5.125 per share. Additionally, as a result of the reduction in the exercise price of the Stadlin warrants which was agreed to pursuant to the amendment, the anti-dilution provisions of the purchase agreement and the purchasers’ warrants granted in connection therewith was triggered. Specifically, because the Company issued shares of common stock below (a) the $5.00 price per share of the securities sold pursuant to the purchase agreement, the purchasers were due an additional 1,220 shares of the Company’s common stock; and (b) the $5.125 exercise price of the warrants sold pursuant to the purchase agreement (and the warrants granted to the placement agent), the exercise price of such warrants remained unchanged at $5.125 per share. At first, the warrants were accounted for as part of Company equity since the warrants were considered indexed to the Company’s own stock. However, under ASC 815, the “ down round In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the Board determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for the Company to account for the outstanding warrants that contain down round features as derivative instruments. As a result of the Company’s April 2019 underwritten 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 was automatically adjusted from $2.85 per share to $2.00 per share. The following table sets forth common stock purchase warrants outstanding as of August 31, 2020 and February 29, 2020, and changes in such warrants outstanding for the six months ended August 31, 2020: Warrants Weighted Average Exercise Outstanding, February 29, 2020 1,347,391 $ 3.32 Warrants granted — $ — Warrants exercised/forfeited/expired (100,320 ) $ (3.30 ) Outstanding, August 31, 2020 1,247,071 $ 3.22 Common stock issuable upon exercise of warrants 1,247,071 $ 4,011,747 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 a weighted average remaining life of 2.30 years. At August 31, 2020, there were warrants outstanding to purchase 1,247,071 shares of common stock with a weighted average exercise price of $3.22 and a weighted average remaining life of 1.82 years. Related Party Transactions Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 as of August 31, 2020 and February 29, 2020. 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Aug. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Our executive, administrative and operating offices are primarily located in Weston, Florida where we leased approximately 2,500 square feet of office space at 2690 Weston Road, Suite 200, Weston, Florida 33331. In accordance with the terms of the office space lease agreement, the Company was renting the commercial office space, for a term of three years from January 1, 2016 through December 31, 2018. Monthly rental costs for calendar years 2017, 2018 and 2019 were $6,695, $6,896 and $6,243, respectively per month. The 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, Suites 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 and (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 costs approximately $1,100 per month. We did not renew this lease. The rent for the quarters ended August 31, 2020 and May 31, 2020 was $33,628 and $19,447, respectively. The Company recorded operating lease Right-to-Use asset of $36,185 along with current operating lease liability of $38,194 and long-term operating lease liability of $0 as of August 31, 2020. 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 FYE 2023 and beyond Total Leases $ 66,875 $ 1,471 $ — $ 68,347 Insurance 20,890 — — 20,890 Other 2,100 — — 2,100 Totals $ 89,865 $ 1,471 $ — $ 91,337 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. Legal Matters The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims. On March 28, 2016, the Company was presented with a Demand for Arbitration, pursuant to Rule 4(a) of the American Arbitration Association Commercial Rules of Arbitration, whereby Acknew Investments, Inc. and Vice Regal Developments Inc. (Claimants) are arguing that $700,000 is due to them, even though they have already been paid said amounts through preferred shares that were issued as a guarantee and which Claimants converted into shares of common stock. In connection with the purchase of the stock of the entity that eventually became RealBiz Media Group, Inc. (and subsequently Verus International, Inc.), the Company issued 380,000 shares of Monaker Series D Preferred Stock shares with a value of $1,900,000, which was considered the $1,200,000 value of the stock portion of the purchase price, and was also meant to guaranty the payment of the balance of $700,000. The Company contends that the obligation to pay the $700,000 was extinguished with the conversion of the Monaker Series D Preferred Stock shares into shares of common stock. The date for arbitration has not been set and the Company will vehemently defend its position. The Company is unable to determine the estimate of the probable or reasonable possible loss or range of losses arising from the above legal proceedings; however, the Company denies the plaintiffs’ claims and intends to vehemently defend itself against the allegations. As of August 31, 2020, there has been no further update on the arbitration. On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS, Inc. (“ IDS IDS Shares IP Purchase Agreement The complaint was filed as a result of IDS’s failure to deliver the intellectual property assets which the Company purchased pursuant to the IP Purchase Agreement (the “ IP Assets On April 29, 2020, the Company filed a Verified Motion for Temporary Injunction (the “ Injunction Motion Answer and Counterclaim If the Company does not prevail, it will retain the rights to the IP Assets and may elect to complete the source code that was acquired from IDS to make the source code production ready. If the Company prevails in the lawsuit, the Company will return the IP Assets to IDS. Therefore, until such time as the disposition of the lawsuit is determined, the Company will keep the “CIP – IDS Project” assets recorded at a value of $5 Million. Once a determination on the lawsuit has been made, Monaker will take appropriate action regarding the value of these assets. On July 27, 2020, the Company entered into a confidential settlement agreement with certain of the defendants in the IDS matter, Navarro Hernandez, P.L., Aaron M. McKown, and Jeffery S. Bailey. The settlement provided for mutual releases of the parties and amounts payable from such parties to the Company in four tranches, in consideration for such settlement, of which such payments (three received thus far) have been timely paid pursuant to the terms of the settlement. |
Business Segment Reporting
Business Segment Reporting | 6 Months Ended |
Aug. 31, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Note 9 – Business Segment Reporting Accounting Standards Codification 280-16 “ Segment Reporting The Company has one operating segment consisting of various products and services related to its online marketplace of travel and related logistics including destination tours / activities, accommodation rental listings, hotel listings, air and car rental. The Company’s chief operating decision maker is considered to be the Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Aug. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events The Company has evaluated subsequent events occurring after the balance sheet date and has identified the following: On September 1, 2020, September 18, 2020 and September 30, 2020, HotPlay advanced us $300,000, $700,000 and $1,000,000, respectively, which advances were evidenced by Convertible Promissory Notes which we issued to HotPlay (the “ HotPlay Notes Subsequent Loan HotPlay Loans Required Lending Date The HotPlay Loans have an interest rate of 1% per annum. Each HotPlay Note (together with the other HotPlay convertible notes) is automatically forgiven by HotPlay in the event the HotPlay Exchange Agreement is terminated: (a) by written agreement of the parties thereto; (b) by HotPlay (and its stockholders) if the closing has not occurred on or before the required date set forth in the HotPlay Exchange Agreement (currently October 30, 2020); (c) by the Company if either: (i) HotPlay has not completed the acquisition of (A) 49% of the Class A shares of the capital stock of HotPlay (Thailand) Company Limited (“ HP Thailand Alternately, if the HotPlay Exchange Agreement is terminated: (a) by HotPlay or its principal stockholder (as applicable) because a governmental authority of competent jurisdiction issues a final non-appealable order, or takes any other action having the effect of, permanently restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated by the HotPlay Exchange Agreement (a “ Government Action In the event the transactions contemplated by the HotPlay Exchange Agreement close, it is anticipated that the HotPlay Notes will be forgiven as an intracompany loan. If the Company fails to deliver the shares due upon a conversion within five business days, or the Company enters into a voluntary or involuntary bankruptcy proceeding, then HotPlay can declare the entire amount of the note due and payable (provided the note is automatically due upon the occurrence of certain bankruptcy events), and such note will accrue interest at the rate of 18% per annum until paid in full. On September 1, 2020, the Company entered into a consulting agreement with Beachfront Travel Consulting LLC for their services and expertise in Call Center and Sales Operations. The consultant will assist the Company in the development and design of a Call Center Operation to support the brand. The Company agreed to pay the consultant compensation of 1,500 restricted shares of common stock per month, with a price equal to the closing price on the last day of the month and the consultant agreed to advise the Company on policies and procedures, performance metrics and reporting, operational standards and training of call center staff. The agreement continues on a month-to-month basis until terminated by the Company upon 30 days’ prior notice. On September 8, 2020, the Company issued a total of 41,250 shares of common stock to the members of the Board of Directors of the Company, in consideration for services rendered to the Board during the quarter ended August 31, 2020, valued at $99,825. On September 8, 2020, the Company issued a total of 60,000 shares of common stock to employees of the Company, in consideration for awards and bonuses earned during the quarter ended August 31, 2020, valued at $145,200. On September 17, 2020, the Company entered into a license agreement with JANIIS, Inc. JANIIS, Inc. designed and sells a proprietary vacation rental management software and an electronic platform, hosted through Amazon Cloud Services, which is used by property managers to manage the property rental business. This agreement will allow the Company to resell an unlimited number of JANIIS software licenses/users and integrate our MBE (Monaker Booking Engine) into the JANIIS platform thereby increasing the amount of marketable available properties. The initial term of this agreement is 3 years with an annual license fee of $65,000. On September 22, 2020, the Company made a payment of $200,000 under the Revolving Monaco Trust Note, including $142,408 of principal and $57,592 of interest owed thereunder (described above under “Note 6 – Related Party Promissory Notes and Transactions”). As of the date of this report, the Revolving Monaco Trust Note has a balance of $2,032,592 and the amount of available principal remaining under the note of $667,408, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the Revolving Monaco Trust Note, with the approval of the Monaco Trust. On October 6, 2020, the Company made a payment of $200,000 to Iliad Research and Trading, L.P. after receiving a redemption notice as per the agreement. The entire amount of the payment was applied as a reduction to the principal borrowed, leaving an outstanding balance of $387,993, which consists of $347,174 of principal and $40,819 of accrued interest. |
Summary of Business Operation_2
Summary of Business Operations and Significant Accounting Policies (Policies) | 6 Months Ended |
Aug. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Business Organization | Nature of Operations and Business Organization Monaker Group, Inc. and its subsidiaries (“ Monaker we our us Company The Company serves three major constituents: (1) property managers, (2) travelers, and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise. |
Interim Financial Statements | Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ US GAAP SEC The results of operations for the six months ended August 31, 2020, are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, 2021. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include 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 August 31, 2020 and February 29, 2020. |
Website Development Costs | Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (ASC) 350-50 “ Website Development Costs |
Software Development Costs | Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ ASC 985-20-25 |
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 $160,837 and $146,902 during the six months ended August 31, 2020 and 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. |
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. |
Warrant Modifications | Warrant Modifications The Company treats a modification of the terms or conditions of an equity award in accordance with ASC Topic 718-20-35-3 by treating the modification as an exchange of the original award for a new award. In substance, the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. Incremental compensation cost shall be measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of this Topic over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but it does provide guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities. Financial instruments consist principally of cash, accounts receivable, 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. |
Going Concern | Going Concern As of August 31, 2020, and February 29, 2020, the Company had an accumulated deficit of $120,611,968 and $115,852,897, 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 $460,000. 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, and 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. We anticipate obtaining a portion of such funds from HotPlay in the event the HotPlay Exchange Agreement closes. Our failure to close the Share Exchanges or 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 August 31, 2020, we had $4,854,143 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. On July 23, 2020, we entered into (a) a Share Exchange Agreement with HotPlay Enterprise Limited (“ HotPlay HotPlay Exchange Agreement HotPlay Stockholders HotPlay Share Exchange Axion Axion Stockholders Axion Exchange Agreement Exchange Agreements Axion Creditors Axion Share Exchange Share Exchanges Pursuant to the HotPlay Exchange Agreement, the HotPlay Stockholders agreed to exchange 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company following the closing of the transactions contemplated therein) for 67.8% of the Company’s Post-Closing Capitalization (defined below)(the “ HotPlay Percentage HotPlay Shares Post-Closing Capitalization Closing Pursuant to the Axion Exchange Agreement, (a) the Axion Stockholders agreed to exchange ordinary shares of Axion currently equal to 33.9% of the outstanding common shares of Axion; and (b) the Axion Creditors agreed to exchange $7,757,024 in promissory notes issued by, or other debt owed by, Axion to such Axion Creditors (the “ Axion Debt Axion Percentage Axion Shares Debt Shares Creditor Warrants Our current plan is to close the transactions contemplated by the Share Exchanges. We currently operate solely in the travel industry. Upon the completion of the HotPlay Exchange Agreement, the Company plans to transition its operations to those of both a travel company, and an in-game advertising company. During the period until the Closing of the HotPlay Exchange Agreement, and in the event the HotPlay Exchange Agreement is not consummated, the Company intends to continue to actively operate solely in the travel industry. Management’s plans with regard to this going concern are as follows: the Company plans to work towards closing the HotPlay and Axion share exchanges, which are subject to certain closing conditions and other requirements, will continue to raise funds with third parties by way of public or private offerings, and management and members of the Board are working aggressively to increase the viewership of our products by promoting it across other mediums which we anticipate will result in higher revenues. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan and generate greater revenues. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. Although we currently cannot predict the full impact of the COVID-19 pandemic on our second fiscal 2021 financial results or for the year ended February 28, 2021, we anticipate a significant decrease in year-over-year revenue (similar to the decrease in quarter-over-quarter revenue we experienced during the quarters ended May 31, 2020 and August 31, 2020), which decreases we currently expect to continue throughout the remainder of fiscal 2021 and possibly beyond. However, the ultimate extent of the COVID-19 pandemic and its impact on global travel and overall economic activity is unknown and impossible to predict at this time. Separately, our capital requirements may increase in the near term and long-term due to the impact of the COVID-19 pandemic, the resulting reduced demand for travel services, the increases in cancellations and re-bookings, and the extent to which such pandemic may further impact the ability of our customers to fulfill their payment obligations. |
Practical Expedients and Exemptions | Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations since its contracts generally have an original expected term of one year or less and the Company recognizes revenues at the amount to which it has the right to invoice for services performed. The Company applies a practical expedient, as permitted within ASC 340, to expense as incurred the incremental costs to obtain a contract when the amortization period of the asset that would have otherwise been recognized is one year or less. |
Leases | Leases The Company utilizes operating leases for its offices. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-to-use assets, non-current, and operating lease liabilities current and non-current captions in the consolidated balance sheets. Operating lease right-to-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all impacting the determination of the lease term and lease payments to be used in calculating the lease liability. Lease cost is recognized on a straight-line basis over the lease term. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate, the Company uses a derived incremental borrowing rate based on borrowing options under its credit agreement. The Company applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease. |
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 as an expense on the straight-line basis on the statement of operations. Measurement of Credit Losses on Financial Instruments Recent Accounting Pronouncements Not Yet Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt the new standard effective March 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In January 2020, the FASB issued Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (ASU 2020-01), which clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We are currently evaluating the impact of the new guidance. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Aug. 31, 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 August 31, 2020 and February 29, 2020, and changes in such warrants outstanding for the six months ended August 31, 2020: Warrants Weighted Average Exercise Outstanding, February 29, 2020 1,347,391 $ 3.32 Warrants granted — $ — Warrants exercised/forfeited/expired (100,320 ) $ (3.30 ) Outstanding, August 31, 2020 1,247,071 $ 3.22 Common stock issuable upon exercise of warrants 1,247,071 $ 4,011,747 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Aug. 31, 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 FYE 2023 and beyond Total Leases $ 66,875 $ 1,471 $ — $ 68,347 Insurance 20,890 — — 20,890 Other 2,100 — — 2,100 Totals $ 89,865 $ 1,471 $ — $ 91,337 |
Summary of Business Operation_3
Summary of Business Operations and Significant Accounting Policies (Details Narrative) - USD ($) | Jul. 23, 2020 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 |
Accumulated deficit | $ (120,611,968) | $ (115,852,897) | ||
Amortization expense of intangible assets | 160,837 | $ 146,902 | ||
Current liabilities | 4,854,144 | $ 4,078,849 | ||
Cash requirement | $ 460,000 | |||
Hot Play Exchange Agreement [Member] | ||||
Percentage of shares exchanged | 100.00% | |||
Post-closing capitalization (percent) | 67.80% | |||
Percentage of shares used to calculate post-closing capitalization | 17.40% | |||
Axion Exchange Agreement [Member] | ||||
Percentage of shares exchanged | 33.90% | |||
Post-closing capitalization (percent) | 14.80% | |||
Debt conversion, amount converted | $ 7,757,024 | |||
Debt conversion, debt amount per common share | $ 2 | |||
Debt conversion, shares issued | 3,878,512 | |||
Debt conversion, debt amount per warrant | $ 4 | |||
Debt conversion, warrants issued | 1,939,256 | |||
Website Development Costs [Member] | ||||
Estimated useful life | 3 years |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) | Mar. 12, 2019USD ($)$ / shares | Feb. 28, 2019USD ($) | Jul. 02, 2018USD ($)$ / sharesshares | May 31, 2018 | Feb. 20, 2018USD ($)$ / sharesshares | Nov. 21, 2017USD ($)$ / sharesshares | May 16, 2017USD ($) | Aug. 31, 2020USD ($)$ / shares | Aug. 31, 2019USD ($) | Aug. 31, 2020USD ($)$ / shares | Aug. 31, 2019USD ($) | Apr. 14, 2020USD ($) | Feb. 29, 2020USD ($) | Jan. 13, 2020USD ($)shares | Oct. 19, 2018USD ($) | Oct. 10, 2018USD ($) | Aug. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2017USD ($)Number$ / shares |
Interest expense | $ 106,889 | $ 28,101 | $ 185,952 | $ 66,514 | ||||||||||||||
Launch360 Media, Inc. [Member] | ||||||||||||||||||
Ownership interest | 10.00% | |||||||||||||||||
Voyages North America, LLC [Member] | ||||||||||||||||||
Ownership interest | 71.50% | |||||||||||||||||
Number of hours of destination and promotional videos | Number | 16,000 | |||||||||||||||||
Purchase Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||||||||
Share price (in dollar per shares) | $ / shares | $ 6.25 | |||||||||||||||||
Purchase Agreement [Member] | Restricted Common Stock [Member] | A-Tech LLC [Member] | ||||||||||||||||||
Number of shares issued under acquisitions | shares | 66,632 | 240,000 | ||||||||||||||||
Number of shares canceled for each residence not completed | shares | 12,000 | |||||||||||||||||
Value of shares canceled for each residence not completed | $ 75,000 | |||||||||||||||||
Value of shares issued under acquisitions | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||
Acquisition share price (in dollar per shares) | $ / shares | $ 4.80 | |||||||||||||||||
Additional amount of shares issued under land acquisition | $ 319,834 | |||||||||||||||||
Assignment and Novation Agreement [Member] | Name Your Fee, LLC [Member] | ||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1 | |||||||||||||||||
Outstanding principal balance | 0 | 0 | $ 0 | $ 750,000 | ||||||||||||||
Allowance for bad debt | 750,000 | 750,000 | ||||||||||||||||
Bettwork Industries, Inc. [Member] | Common Stock [Member] | ||||||||||||||||||
Conversion of common stock | shares | 750,000 | |||||||||||||||||
Share price (in dollar per shares) | $ / shares | $ 0.70 | |||||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note - Right to Own [Member] | ||||||||||||||||||
Conversion of common stock | shares | 1,000,000 | |||||||||||||||||
Amended note receivable face amount | $ 230,000 | |||||||||||||||||
Notes receivable face amount | $ 200,000 | |||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.75 | $ 1 | ||||||||||||||||
Outstanding principal balance | 0 | 0 | 0 | $ 1,600,000 | ||||||||||||||
Promissory note repurchased, number of shares | shares | 2,133,333 | 2,133,333 | ||||||||||||||||
Deferred gain | 1,600,000 | 1,600,000 | ||||||||||||||||
Amount received from related party | 40,000 | |||||||||||||||||
Default rate | 18.00% | |||||||||||||||||
Beneficial ownership percentage | 9.99% | |||||||||||||||||
Bettwork Industries, Inc. [Member] | First Amendment to Amended Promissory Note [Member] | ||||||||||||||||||
Notes receivable face amount | $ 40,000 | |||||||||||||||||
Interest expense | $ 9,255 | |||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||
Ownership interest | 18.00% | |||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||
Outstanding principal balance | $ 190,000 | |||||||||||||||||
Beneficial ownership percentage | 19.99% | |||||||||||||||||
Extended maturity date | Aug. 31, 2019 | |||||||||||||||||
Notice period before prepayment | 10 days | |||||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||||||
Notes receivable face amount | $ 2,900,000 | |||||||||||||||||
Outstanding principal balance | $ 190,000 | $ 190,000 | 190,000 | |||||||||||||||
Promissory note repurchased provisory | 3,866,667 | |||||||||||||||||
Deferred gain | $ 1,600,000 | |||||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | General and Administrative Expense [Member] | ||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.75 | $ 0.75 | ||||||||||||||||
Allowance for bad debt | $ 190,000 | $ 190,000 | 190,000 | |||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||||||
Notes receivable face amount | $ 2,900,000 | $ 2,900,000 | ||||||||||||||||
Interest rate | 6.00% | 6.00% | ||||||||||||||||
Variable Interest rate spread | 3.75% | 3.75% | ||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1 | $ 1 | ||||||||||||||||
Outstanding principal balance | $ 0 | $ 0 | 0 | |||||||||||||||
Allowance for bad debt | 2,900,000 | 2,900,000 | ||||||||||||||||
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% | |||||||||||||||||
Crystal Falls Investments LLC [Member] | Promissory Note [Member] | ||||||||||||||||||
Notes receivable face amount | $ 37,500 | |||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||
Outstanding principal balance | $ 37,500 | $ 37,500 | $ 37,500 | |||||||||||||||
Default rate | 18.00% | |||||||||||||||||
Number of shares securing note | shares | 2,000,000 | |||||||||||||||||
Crystal Falls Investments [Member] | Name Your Fee, LLC [Member] | ||||||||||||||||||
Notes receivable face amount | $ 750,000 | |||||||||||||||||
Ownership interest | 51.00% | |||||||||||||||||
Net earnings to repay promissory note | 20.00% |
Investment in Unconsolidated _2
Investment in Unconsolidated Affiliates (Details Narrative) - USD ($) | Feb. 29, 2020 | Aug. 22, 2019 | Apr. 10, 2019 | Jan. 15, 2019 | Aug. 31, 2018 | Jul. 02, 2018 | Feb. 29, 2020 | Mar. 31, 2019 | Aug. 31, 2016 | Aug. 31, 2020 | Aug. 31, 2020 | Aug. 31, 2019 | Nov. 29, 2018 | Apr. 23, 2019 | Apr. 16, 2019 |
Number of shares issued, value | $ 1,820,000 | $ 1,820,000 | $ 1,785,930 | ||||||||||||
Common stock, outstanding | 13,069,339 | 13,069,339 | 14,461,839 | 14,461,839 | |||||||||||
Preferred stock, outstanding | 0 | 0 | 0 | 0 | |||||||||||
Common stock, issued | 13,069,339 | 13,069,339 | 14,461,839 | 14,461,839 | |||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Conversion price (in dollars per share) | $ 62.50 | $ 62.50 | |||||||||||||
Common stock, outstanding | 13,069,339 | 13,069,339 | 13,069,339 | 13,069,339 | |||||||||||
Preferred stock, outstanding | 0 | 0 | |||||||||||||
Common stock, issued | 14,461,839 | 14,461,839 | 14,461,839 | 14,461,839 | |||||||||||
Common Stock [Member] | |||||||||||||||
Number of shares issued | 1,000,000 | 1,000,000 | 1,000,500 | ||||||||||||
Number of shares issued, value | $ 10 | $ 10 | $ 10 | ||||||||||||
Common Stock [Member] | Bettwork Industries, Inc. [Member] | |||||||||||||||
Investment owned, balance, shares | 6,142,856 | 7,000,000 | 6,142,856 | 6,142,856 | 6,142,856 | ||||||||||
Number of shares issued | 1,535,714 | 428,572 | |||||||||||||
Number of shares issued, value | $ 921,428 | $ 857,144 | |||||||||||||
Revaluation of shares amount | $ 300,000 | ||||||||||||||
Conversion of shares | 5,250,000 | ||||||||||||||
Conversion price (in dollars per share) | $ 0.25 | $ 0.75 | $ 0.25 | $ 0.15 | $ 0.15 | ||||||||||
Fair value | $ 6,081,427 | $ 5,250,000 | $ 6,081,427 | $ 614,286 | $ 614,286 | ||||||||||
Accumulated fair value loss | $ 6,081,427 | 614,286 | |||||||||||||
Share price (in dollars per share) | $ 0.70 | ||||||||||||||
Held in trust account | $ 600,000 | ||||||||||||||
Additional options available | 1,000,000 | ||||||||||||||
Aggregate purchase price of options exerciseable | 700,000 | ||||||||||||||
Common Stock [Member] | Monaco Trust [Member] | |||||||||||||||
Number of shares issued, value | $ 412,247 | ||||||||||||||
Accumulated fair value loss | $ 21,429 | ||||||||||||||
Common Stock [Member] | Recruiter.com Group [Member] | |||||||||||||||
Number of shares issued | 134,310 | ||||||||||||||
Number of shares issued, value | $ 268,620 | ||||||||||||||
Conversion price (in dollars per share) | $ 2 | $ 2 | |||||||||||||
Fair value | $ 44,743 | $ 44,743 | |||||||||||||
Common Stock [Member] | Recruiter.com Group [Member] | |||||||||||||||
Number of shares issued | 139,273 | 11,141,810 | 11,141,810 | ||||||||||||
Number of shares issued, value | $ 313,363 | $ 139,273 | $ 2,200 | ||||||||||||
Conversion price (in dollars per share) | $ 2.25 | $ 2.25 | |||||||||||||
Fair value | $ 160,164 | $ 160,164 | |||||||||||||
Accumulated fair value loss | $ 160,164 | ||||||||||||||
Share price (in dollars per share) | $ 2.70 | ||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||
Investment owned, balance, shares | 152,029,899 | ||||||||||||||
Conversion price (in dollars per share) | $ 0.001 | ||||||||||||||
Common stock, outstanding | 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 | 16,345,101 | 16,345,101 | |||||||||||
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 | ||||||||||||||
Number of shares issued, value | $ 2,200,000 | ||||||||||||||
Investment owned (in dollars per shares) | $ 0.015 | ||||||||||||||
Percentage of ownership limitation | 9.99% | ||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Common Stock [Member] | |||||||||||||||
Investment owned, balance, shares | 75,000 | ||||||||||||||
Number of shares issued | 2,200 | ||||||||||||||
Number of shares issued, value | $ 979,954 | $ 164,663 | |||||||||||||
Conversion price (in dollars per share) | $ 0.016 | $ 0.016 | $ 0.003 | $ 0.003 | |||||||||||
Fair value | $ 725,506 | $ 725,506 | |||||||||||||
Common stock, outstanding | 61,247,139 | 61,247,139 | 54,887,546 | 54,887,546 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details Narrative) - Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] - FPO [Member] - USD ($) | 1 Months Ended | |
Apr. 30, 2020 | Mar. 31, 2020 | |
Gross proceeds | $ 40,646 | $ 46,670 |
Number of shares issued | 2,991,929 | 3,367,664 |
Line of Credit and Notes Paya_2
Line of Credit and Notes Payable (Details Narrative) | Aug. 14, 2020USD ($) | May 08, 2020USD ($) | May 07, 2020 | Apr. 03, 2020USD ($)Number | Sep. 15, 2017 | Jun. 15, 2016USD ($) | Jul. 30, 2020USD ($) | Aug. 31, 2020USD ($) | Aug. 31, 2019USD ($) | Dec. 22, 2016USD ($) |
Short-term Debt [Line Items] | ||||||||||
Accrued interest | $ 6,460 | $ 0 | ||||||||
Line of credit outstanding | 1,192,716 | |||||||||
Line of credit interest rate | 33,545 | $ 38,665 | ||||||||
National Bank [Member] | New Promissory Note [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt maturity terms | Extended the due date of the prior note from June 30, 2020 to December 31, 2020. | |||||||||
Interest rate terms | Prime plus 3% | |||||||||
Interest rate | 6.25% | |||||||||
Prior 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%. | |||||||||
Commercial Bank [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Accrued interest | 561 | |||||||||
Debt instrument maturity terms | 2 years | |||||||||
Interest rate | 1.00% | |||||||||
Principal amount | $ 176,534 | |||||||||
Debt instrument issuance date | May 8, 2020 | |||||||||
Maturity date | May 8, 2022 | |||||||||
Loan forgiveness | $ 176,534 | |||||||||
Note Purchase Agreement [Member] | Iliad Research and Trading, L.P. [Member] | Secured Promissory Note (Iliad Note) [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Accrued interest | 34,969 | |||||||||
Debt instrument maturity terms | 12 months | |||||||||
Interest rate | 10.00% | |||||||||
Line of credit outstanding | $ 1,200,000 | |||||||||
Principal amount | 895,000 | $ 547,174 | ||||||||
Proceeds from debt | 800,000 | |||||||||
Debt issue discount | 80,000 | |||||||||
Transaction expenses | $ 15,000 | |||||||||
Description of conversion feature | Redeem a portion of the Iliad Note, not to exceed an amount of $200,000 per month. | |||||||||
Redemption within trading days | Number | 3 | |||||||||
Maturity date | Apr. 3, 2021 | |||||||||
Redemption percentage increased | 2.00% | |||||||||
Percentage increases upon occurrence | 30.00% | |||||||||
Percentage increases by upon occurrence | 10.00% | |||||||||
Description of failure pay amount | the outstanding balance of the Iliad Note automatically increases by 15%, and for each other default, the outstanding balance of the Iliad 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 Iliad Note immediately prior to the first event of default. | |||||||||
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 | |||||||||
Interest rate during period | 22.00% | |||||||||
Repayment of debt | $ 347,826 | |||||||||
Revolving Line Of Credit Agreement [Member] | Republic Bank, Inc. [Member] | Line of Credit [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt maturity date | Jun. 15, 2017 | |||||||||
Borrowing capacity | $ 1,000,000 | $ 1,200,000 | ||||||||
Basis spread on line of credit | 1.00% | |||||||||
New Revolving Line of Credit Agreement [Member] | Line of Credit [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt maturity date | Sep. 15, 2019 |
Related Party Promissory Note_2
Related Party Promissory Notes and Transactions (Details Narrative) - USD ($) | Jul. 20, 2020 | Jul. 07, 2020 | Jun. 10, 2020 | Jun. 09, 2020 | May 01, 2020 | Apr. 17, 2020 | Mar. 27, 2020 | Mar. 26, 2020 | Mar. 13, 2020 | Aug. 31, 2020 | Jul. 27, 2020 | Aug. 31, 2019 |
Accrued interest | $ 6,460 | $ 0 | ||||||||||
Second Amendments Director Notes [Member] | ||||||||||||
Debt maturity terms | Extend the maturity date of such Director Notes from April 1, 2020 to June 1, 2020. | |||||||||||
Promissory Note [Member] | Pasquale LaVecchia [Member] | ||||||||||||
Repayment of debt | $ 26,225 | |||||||||||
Debt face amount | 25,000 | 25,000 | ||||||||||
Accrued interest | $ 6,225 | |||||||||||
Debt outstanding | 0 | |||||||||||
Promissory Note [Member] | Robert J. Mendola, Jr. [Member] | ||||||||||||
Repayment of debt | $ 157,595 | |||||||||||
Debt face amount | 150,000 | 150,000 | ||||||||||
Accrued interest | $ 7,595 | |||||||||||
Debt outstanding | 0 | |||||||||||
Promissory Note [Member] | Mr. Donald P. Monaco [Member] | ||||||||||||
Debt face amount | 2,700,000 | |||||||||||
Revolving Monaco Trust Note [Member] | Monaco Trust [Member] | ||||||||||||
Debt face amount | $ 50,000 | |||||||||||
Accrued interest | $ 49,784 | |||||||||||
Related party borrowing | $ 50,000 | $ 250,000 | $ 50,000 | $ 300,000 | $ 75,000 | $ 100,000 | ||||||
Debt outstanding | 2,175,000 | |||||||||||
Debt instrument unused | $ 525,000 | |||||||||||
Revolving Monaco Trust Note [Member] | Monaco Trust [Member] | Second Amendments Director Notes [Member] | ||||||||||||
Debt maturity terms | Extend the due date of the Revolving Monaco Trust Note from April 1, 2020 to December 1, 2020 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrant [Member] | 6 Months Ended |
Aug. 31, 2020$ / sharesshares | |
Warrants, Outstanding [Roll Forward] | |
Outstanding, beginning | shares | 1,347,391 |
Warrants exercised/forfeited/expired | shares | (100,320) |
Outstanding, ending | shares | 1,247,071 |
Common stock issuable upon exercise of warrants | shares | 1,247,071 |
Warrants, Weighted Average Exercise Price [Roll Forward] | |
Outstanding, beginning | $ / shares | $ 3.32 |
Warrants exercised/forfeited/expired | $ / shares | (3.30) |
Outstanding, ending | $ / shares | 3.22 |
Common stock issuable upon exercise of warrants | $ / shares | $ 4,011,747 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Aug. 10, 2020 | Jun. 27, 2020 | Jun. 22, 2020 | Jun. 09, 2020 | Apr. 23, 2020 | Mar. 09, 2020 | Mar. 02, 2020 | Jan. 29, 2018 | Jan. 10, 2018 | Jul. 31, 2017 | Jul. 09, 2013 | Apr. 30, 2019 | Aug. 31, 2020 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Oct. 01, 2019 |
Preferred stock, authorized | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||
Preferred stock, issued | 0 | 0 | 0 | ||||||||||||||
Preferred stock, outstanding | 0 | 0 | 0 | ||||||||||||||
Number of shares issued, value | $ 1,820,000 | $ 1,820,000 | $ 1,785,930 | ||||||||||||||
Common stock, issued | 14,461,839 | 14,461,839 | 13,069,339 | ||||||||||||||
Common stock, outstanding | 14,461,839 | 14,461,839 | 13,069,339 | ||||||||||||||
Proceeds from warrant exercised | $ 275,087 | ||||||||||||||||
Common stock price (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, authorized | 3,000,000 | 3,000,000 | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.01 | $ 0.01 | ||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | ||||||||||||||||
Preferred stock voting rights | Entitled to one hundred (100) votes for each share of Series A Preferred Stock. | ||||||||||||||||
Preferred stock conversion terms | 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) $1.24 per share; or b) the lowest price the Company has issued stock as part of a financing after January 1, 2006; or | ||||||||||||||||
Debt conversion price (in dollars per share) | $ 62.50 | $ 62.50 | |||||||||||||||
Preferred stock, issued | 0 | 0 | 0 | ||||||||||||||
Preferred stock, outstanding | 0 | 0 | |||||||||||||||
Dividends in arrears | $ 1,102,066 | $ 1,102,066 | |||||||||||||||
Aggregate number of shares agreed to convert | 5 | ||||||||||||||||
Common stock, issued | 14,461,839 | 14,461,839 | 14,461,839 | ||||||||||||||
Common stock, outstanding | 13,069,339 | 13,069,339 | 13,069,339 | ||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||
Preferred stock conversion terms | 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 | ||||||||||||||||
Restricted Common Stock [Member] | New Employee Agreement [Member] | |||||||||||||||||
Number of shares issued | 10,000 | ||||||||||||||||
Number of shares issued, value | $ 10,200 | ||||||||||||||||
Restricted Common Stock [Member] | Public And Investor Relations Agreement [Member] | |||||||||||||||||
Number of shares issued | 50,000 | ||||||||||||||||
Number of shares issued, value | $ 92,500 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Number of shares issued | 1,000,000 | 1,000,000 | 1,000,500 | ||||||||||||||
Number of shares issued, value | $ 10 | $ 10 | $ 10 | ||||||||||||||
Number of warrants exercised | 122,350 | ||||||||||||||||
Common Stock [Member] | Public Offering [Member] | |||||||||||||||||
Number of shares issued | 1,000,000 | ||||||||||||||||
Number of shares issued, value | $ 2,000,000 | ||||||||||||||||
Share price | $ 2 | ||||||||||||||||
Percentage of placement agent fees | 7.00% | ||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||
Number of shares issued | 724,000 | ||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | Minimum [Member] | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2 | ||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | Maximum [Member] | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.85 | ||||||||||||||||
Common Stock [Member] | Warrant Purchase Agreement [Member] | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5 | ||||||||||||||||
Common Stock [Member] | Stadlin Trust Common Stock and Warrant Agreement [Member] | |||||||||||||||||
Number of shares issued | 1,220 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.125 | ||||||||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||||||
Number of shares issued | 14,458 | 613,000 | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Derivative liability | $ 26,060 | $ 26,060 | |||||||||||||||
Common stock, outstanding | 1,247,071 | 1,247,071 | 1,347,391 | ||||||||||||||
Warrant exercise price (in dollars per share) | $ 3.22 | $ 3.22 | $ 3.32 | ||||||||||||||
Weighted average life | 1 year 9 months 25 days | 2 years 3 months 18 days | |||||||||||||||
Warrant [Member] | Common Stock Subscriptions [Member] | |||||||||||||||||
Number of warrants granted | 724,000 | ||||||||||||||||
Warrant [Member] | Stadlin Trust Common Stock and Warrant Agreement [Member] | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.625 | ||||||||||||||||
Warrant [Member] | Private Placement [Member] | |||||||||||||||||
Number of warrants granted | 613,000 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.125 | $ 5.25 | |||||||||||||||
Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||
Preferred stock, authorized | 100,000,000 | 100,000,000 | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||||||||||||||
Donald P Monaco [Member] | Director [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued | 7,500 | 7,500 | |||||||||||||||
Number of shares issued, value | $ 10,650 | $ 13,650 | |||||||||||||||
Pasquale La Vecchia [Member] | Director [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued | 6,250 | 6,250 | |||||||||||||||
Number of shares issued, value | $ 8,875 | $ 11,375 | |||||||||||||||
Doug Checkeris [Member] | Director [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued | 6,250 | 6,250 | |||||||||||||||
Number of shares issued, value | $ 8,875 | $ 11,375 | |||||||||||||||
Simon Orange [Member] | Director [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued | 5,000 | 5,000 | |||||||||||||||
Number of shares issued, value | $ 7,100 | $ 9,100 | |||||||||||||||
Robert J Mendola [Member] | Director [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued | 6,250 | 6,250 | |||||||||||||||
Number of shares issued, value | $ 8,875 | $ 11,375 | |||||||||||||||
Rupert Duchesne [Member] | Director [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued | 5,000 | 5,000 | |||||||||||||||
Number of shares issued, value | $ 7,100 | $ 9,100 | |||||||||||||||
Doug Checkeris [Member] | Director [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued | 5,000 | ||||||||||||||||
Number of shares issued, value | $ 9,100 | ||||||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | Investor Communication Services [Member] | |||||||||||||||||
Number of shares issued | 60,000 | ||||||||||||||||
Number of shares issued, value | $ 109,200 | ||||||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | Marketing Agreement [Member] | |||||||||||||||||
Number of shares issued | 15,000 | ||||||||||||||||
Number of shares issued, value | $ 27,300 | ||||||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | Public And Investor Relations Agreement [Member] | |||||||||||||||||
Number of shares issued | 22,000 | ||||||||||||||||
Number of shares issued, value | $ 49,062 | ||||||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | Communication Services Agreement [Member] | |||||||||||||||||
Number of shares issued | 36,000 | ||||||||||||||||
Number of shares issued, value | $ 80,283 | ||||||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | Investor Relations Services Agreement [Member] | |||||||||||||||||
Number of shares issued | 22,000 | ||||||||||||||||
Number of shares issued, value | $ 49,062 | ||||||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | Public Relations Services [Member] | |||||||||||||||||
Number of shares issued | 40,000 | ||||||||||||||||
Number of shares issued, value | $ 72,800 | ||||||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | Investor Relations Services [Member] | |||||||||||||||||
Number of shares issued | 25,000 | ||||||||||||||||
Number of shares issued, value | $ 45,500 | ||||||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | Digital Marketing and Corporate Communications Services [Member] | |||||||||||||||||
Number of shares issued | 20,000 | ||||||||||||||||
Number of shares issued, value | $ 16,400 | ||||||||||||||||
Pacific Grove Capital LP (Pacific) [Member] | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.625 | ||||||||||||||||
Pacific Grove Capital LP (Pacific) [Member] | First Amendment To Warrant (Amendment) agreement [Member] | |||||||||||||||||
Number of warrants granted | 350,000 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.625 | ||||||||||||||||
Alexandra Zubko [Member] | Director [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued | 5,000 | ||||||||||||||||
Number of shares issued, value | $ 7,100 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Aug. 31, 2020USD ($) |
FYE 2021 | $ 89,865 |
FYE 2022 | 1,471 |
Total | 91,337 |
Leases [Member] | |
FYE 2021 | 66,875 |
FYE 2022 | 1,471 |
Total | 68,347 |
Insurance [Member] | |
FYE 2021 | 20,890 |
Total | 20,890 |
Other [Member] | |
FYE 2021 | 2,100 |
Total | $ 2,100 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) | Oct. 01, 2019USD ($)ft² | Mar. 28, 2016USD ($)shares | Nov. 30, 2019USD ($) | Aug. 31, 2020USD ($)ft²shares | May 31, 2020USD ($) | Aug. 31, 2019USD ($) | Aug. 31, 2020USD ($)ft²shares | Aug. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Feb. 29, 2020USD ($)shares |
Rent expense | $ 3,643 | $ 19,447 | $ 33,628 | |||||||
Rental payments due | $ 36,185 | 36,185 | ||||||||
Right-to-Use asset | 36,185 | 36,185 | $ 76,762 | |||||||
Current operating lease liability | 38,194 | 38,194 | $ 76,762 | |||||||
Long term operating lease liability | $ 0 | $ 0 | ||||||||
Number of preferred share issued | shares | 0 | 0 | 0 | |||||||
Value of preferred shares issued | ||||||||||
Monthly rent 2017 | 6,695 | 6,695 | ||||||||
Monthly rent 2018 | 6,896 | 6,896 | ||||||||
Monthly rent 2019 | 6,243 | 6,243 | ||||||||
Monthly rent 2020 | 6,492 | 6,492 | ||||||||
Monthly rent 2021 | 6,781 | 6,781 | ||||||||
Operating expenses | $ 2,363,308 | $ 1,446,521 | 3,568,419 | $ 3,001,195 | ||||||
CIP IDS Project [Member] | ||||||||||
Assets recorded value | $ 5,000,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Number of preferred share issued | shares | 0 | 0 | 0 | |||||||
Series D Preferred Stock [Member] | Demand For Arbitration Litigation [Member] | ||||||||||
Claim amount | $ 700,000 | |||||||||
Name of the claimants | Acknew Investments, Inc. and Vice Regal Developments Inc. (Claimants) | |||||||||
Series D Preferred Stock [Member] | Demand For Arbitration Litigation [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | ||||||||||
Number of preferred share issued | shares | 380,000 | |||||||||
Value of preferred shares issued | $ 1,900,000 | |||||||||
Actual value of preferred shares | 1,200,000 | |||||||||
Balance value of preferred shares | $ 700,000 | |||||||||
Office [Member] | Nevada | ||||||||||
Area | ft² | 4,048 | |||||||||
Office address | 6345 South Pecos Road, Suites 206, 207, and 208, Las Vegas, Nevada 89120 | |||||||||
Operating expenses | $ 1,100 | |||||||||
Office [Member] | FLORIDA | ||||||||||
Area | ft² | 2,500 | 2,500 | ||||||||
Office address | 2893 Executive Park Drive Suite 201, Weston, Florida 33331 | |||||||||
Lease term | 3 years | 3 years | ||||||||
Office [Member] | FLORIDA | ||||||||||
Area | ft² | 2,500 | 2,500 | ||||||||
Office address | 2690 Weston Road, Suite 200, Weston, Florida 33331 | |||||||||
Lease term | 3 years | 3 years | ||||||||
Subsequent Event [Member] | ||||||||||
Rent expense | $ 3,789 | |||||||||
Lease term | 1 year |
Business Segment Reporting (Det
Business Segment Reporting (Details Narrative) | 6 Months Ended |
Aug. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 06, 2020 | Sep. 30, 2020 | Sep. 22, 2020 | Sep. 18, 2020 | Sep. 17, 2020 | Sep. 08, 2020 | Sep. 01, 2020 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 |
Subsequent Event [Line Items] | |||||||||||
Number of shares issued for services, value | $ 702,411 | $ 102,000 | $ 733,656 | $ 102,000 | |||||||
Number of shares issued as employee benefit plan, value | 57,679 | 370,812 | 126,562 | 370,812 | |||||||
Interest amount | $ 6,460 | $ 0 | 6,460 | $ 0 | |||||||
Subsequent Event [Member] | Board of Directors [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued for services | 41,250 | ||||||||||
Number of shares issued for services, value | $ 99,825 | ||||||||||
Subsequent Event [Member] | Employees [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued as employee benefit plan | 60,000 | ||||||||||
Number of shares issued as employee benefit plan, value | $ 145,200 | ||||||||||
Subsequent Event [Member] | Iliad Research and Trading, L.P. [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayment of debt | $ 200,000 | ||||||||||
Principal amount | 347,174 | ||||||||||
Interest amount | 40,819 | ||||||||||
Debt outstanding | $ 387,993 | ||||||||||
Consulting Agreement [Member] | Subsequent Event [Member] | Beachfront Travel Consulting LLC HotPlay Enterprise Limited [Member] | Restricted Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Interest rate | 18.00% | ||||||||||
Common stock conversion price (in dollars per share) | $ 2 | ||||||||||
Number of shares issued for services per month | 1,500 | ||||||||||
License Agreement [Member] | Subsequent Event [Member] | JANIIS, Inc. [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Annual license fee | $ 65,000 | ||||||||||
Revolving Monaco Trust Note [Member] | Subsequent Event [Member] | Donald P. Monaco Insurance Trust Revolving Monaco Trust Note [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Repayment of debt | $ 200,000 | ||||||||||
Principal amount | 142,408 | $ 667,408 | |||||||||
Interest amount | $ 57,592 | ||||||||||
Debt outstanding | 2,032,592 | ||||||||||
HotPlay Enterprise Limited [Member] | Convertible Promissory Notes (HotPlay Notes) [Member] | Hot Play Exchange Agreement [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Advance from related parties | $ 1,000,000 | $ 700,000 | $ 300,000 | ||||||||
HotPlay Enterprise Limited [Member] | HotPlay Loans [Member] | Hot Play Exchange Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceeds from loan originations | $ 1,000,000 | $ 1,000,000 | |||||||||
HotPlay Enterprise Limited [Member] | HotPlay Loans [Member] | Hot Play Exchange Agreement [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Interest rate | 1.00% | ||||||||||
HotPlay Enterprise Limited [Member] | HotPlay Loans [Member] | Hot Play Exchange Agreement [Member] | Subsequent Event [Member] | HP Thailand [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of shares required to be acquired | 49.00% | ||||||||||
Percentage of voting rights required to be acquired | 90.00% | ||||||||||
Percentage of economic and liquidation rights required to be acquired | 95.00% |