Cover
Cover - shares | 6 Months Ended | |
Aug. 31, 2021 | Oct. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Aug. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --02-28 | |
Entity File Number | 333-180251 | |
Entity Registrant Name | EZRAIDER CO. | |
Entity Central Index Key | 0001543066 | |
Entity Tax Identification Number | 45-4390042 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 1303 Central Ave S | |
Entity Address, Address Line Two | Unit D | |
Entity Address, City or Town | Kent | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98032 | |
City Area Code | 833 | |
Local Phone Number | 724-3378 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 41,070,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2021 | Feb. 28, 2021 |
Current Assets | ||
Cash | $ 13,709 | $ 127,239 |
Interest receivable | 11,635 | |
Total Current Assets | 25,344 | 127,239 |
Note Receivable | 2,000,000 | |
Total Assets | 2,025,344 | 127,239 |
Current Liabilities | ||
Accounts payable and accrued expenses | 22,834 | 1,828 |
Accrued interest payable - related parties | 3,400 | |
Notes payable - related parties | 405,000 | |
Total Current Liabilities | 22,834 | 410,228 |
Commitments | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized 12,500,000 and 10,000,000 shares issued and outstanding, respectively | 1,250 | 1,000 |
Additional paid-in capital | 2,789,716 | 289,966 |
Accumulated deficit | (788,456) | (573,955) |
Total Stockholders’ Equity(Deficit) | 2,002,510 | (282,989) |
Total Liabilities and Stockholders’ Equity(Deficit) | $ 2,025,344 | $ 127,239 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Aug. 31, 2021 | Feb. 28, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 12,500,000 | 10,000,000 |
Common stock, outstanding | 12,500,000 | 10,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |
Operating expenses | ||||
General and administrative expenses | $ 99,093 | $ 8,184 | $ 193,172 | $ 28,809 |
Consulting fees - related party | 24,000 | 29,000 | ||
Total operating expenses | 123,093 | 8,184 | 222,172 | 28,809 |
Loss from operations | (123,093) | (8,184) | (222,172) | (28,809) |
Other income(expense) | ||||
Interest Income | 11,672 | 11,672 | ||
Interest expense | (4,001) | |||
Total other income(expenses) - net | 11,672 | 7,671 | ||
Net loss | $ (111,421) | $ (8,184) | $ (214,501) | $ (28,809) |
Loss per share - basic and diluted | $ (0.01) | $ 0 | $ (0.02) | $ 0 |
Weighted average number of shares - basic and diluted | 12,500,000 | 12,000,000 | 12,500,000 | 12,000,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
February 29, 2020 at Feb. 29, 2020 | $ 1,200 | $ 42,565 | $ (462,407) | $ (418,642) |
Common Stock, Shares, Outstanding, Beginning Balance at Feb. 29, 2020 | 12,000,000 | |||
Net loss - six months ended August 31, 2020 | (28,809) | (28,809) | ||
August 31, 2020 (Unaudited) at Aug. 31, 2020 | $ 1,200 | 42,565 | (491,216) | (447,451) |
Common Stock, Shares, Outstanding, Ending Balance at Aug. 31, 2020 | 12,000,000 | |||
February 29, 2020 at May. 31, 2020 | $ 1,200 | 42,565 | (483,032) | (439,267) |
Common Stock, Shares, Outstanding, Beginning Balance at May. 31, 2020 | 12,000,000 | |||
Net loss - six months ended August 31, 2020 | (8,184) | (8,184) | ||
August 31, 2020 (Unaudited) at Aug. 31, 2020 | $ 1,200 | 42,565 | (491,216) | (447,451) |
Common Stock, Shares, Outstanding, Ending Balance at Aug. 31, 2020 | 12,000,000 | |||
February 29, 2020 at Feb. 28, 2021 | $ 1,000 | 289,966 | (573,955) | $ (282,989) |
Common Stock, Shares, Outstanding, Beginning Balance at Feb. 28, 2021 | 10,000,000 | 10,000,000 | ||
Net loss - six months ended August 31, 2020 | (214,501) | $ (214,501) | ||
August 31, 2020 (Unaudited) at Aug. 31, 2021 | $ 1,250 | 2,789,716 | (788,456) | $ 2,002,510 |
Common Stock, Shares, Outstanding, Ending Balance at Aug. 31, 2021 | 12,500,000 | 12,500,000 | ||
Stock issued for cash ($1.00/share) | $ 250 | 2,499,750 | $ 2,500,000 | |
Stock Issued During Period, Shares, New Issues | 2,500,000 | 1,000,000 | ||
February 29, 2020 at May. 31, 2021 | $ 1,250 | 2,789,716 | (677,035) | $ 2,113,931 |
Common Stock, Shares, Outstanding, Beginning Balance at May. 31, 2021 | 12,500,000 | |||
Net loss - six months ended August 31, 2020 | (111,421) | (111,421) | ||
August 31, 2020 (Unaudited) at Aug. 31, 2021 | $ 1,250 | $ 2,789,716 | $ (788,456) | $ 2,002,510 |
Common Stock, Shares, Outstanding, Ending Balance at Aug. 31, 2021 | 12,500,000 | 12,500,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 6 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (214,501) | $ (28,809) |
Increase (decrease) in | ||
Accounts payable and accrued expenses | 21,006 | |
Accrued interest payable - related parties | (3,400) | |
Net cash used in operating activities | (196,895) | (28,809) |
Cash Flows from Investing Activities | ||
Note receivable - related party | (2,000,000) | |
Interest receivable - related party | (11,635) | |
Net cash used in investing activities | (2,011,635) | |
Cash Flows from Financing Activities | ||
Repayment of notes payable - related parties | (405,000) | |
Proceeds from advances - former related party | 28,809 | |
Common stock issued for cash | 2,500,000 | |
Net cash provided by financing activities | 2,095,000 | 28,809 |
Net decrease in cash | (113,530) | |
Cash - beginning of period | 127,239 | |
Cash - end of period | 13,709 | |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 3,400 | |
Cash paid for income tax |
Presentation and Nature of Oper
Presentation and Nature of Operations | 6 Months Ended |
Aug. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Presentation and Nature of Operations | Note 1 – Presentation and Nature of Operations Presentation and Nature of Operations On August 28, 2021, the Company filed a Certificate of Amendment with the Secretary of State of the State of Florida in order to effectuate a name change to EZRaider Co. The Certificate of Amendment became effective on September 3, 2021 (See Note 8). EZRaider Co (f/k/a E-Waste Corp.) (the “Company”) was organized in the State of Florida on January 26, 2012, to develop an e-waste recycling business. The Company was not successful in its efforts and discontinued that line of business. Since that time, the Company has been a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). On September 14, 2021, our wholly owned subsidiary, E-Waste Acquisition Corp., a Delaware corporation, merged with and into EZRaider Global, Inc., a private Nevada corporation (“EZ Global”). EZ Global was the surviving corporation in the Merger and became our wholly owned subsidiary. All of the outstanding shares of capital stock of EZ Global, were exchanged for 28,550,000 As of the effectiveness of the Merger, Elliot Mermel, who was our President, Secretary and Treasurer prior to the Merger, resigned from these positions, and Moshe Azarzar was appointed as our Chief Executive Officer, President, Secretary, Treasurer and Director (See Note 8). Previously, on May 7, 2021, John Rollo, the Company’s President, Treasurer and Secretary, and the sole member of the Company’s board of directors, resigned from all positions he held with the Company and simultaneously appointed Elliot Mermel as the Company’s President, Secretary and Treasurer, and as the sole member of the Company’s board of the directors. The Company has a February 28/29 fiscal year end. The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company’s supply chain, distribution centers, or logistics and other service providers. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for products and services and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly. To date, the Company has not experienced any significant economic impact due to COVID-19, however, efforts are being made to secure additional capital. Liquidity, Going Concern and Management’s Plans These condensed consolidated unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, for the six months ended August 31, 2021, the Company had: ● Net loss of $ 214,501 ● Net cash used in operations was $ 196,895 Additionally, at August 31, 2021, the Company had: ● Accumulated deficit of $ 788,456 ● Stockholders’ equity of $ 2,002,510 ● Working deficit of $ 2,510 The Company has cash on hand of $ 13,709 The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the year ending February 28, 2022, and our current capital structure including equity-based instruments and our obligations and debts. During the six months ended August 31, 2021, the Company has satisfied its obligations from the sale of $ 2,500,000 If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels. These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: ● Pursuing additional capital raising opportunities, ● Investing in the development and growth of EZ Global’s electric vehicles business; ● Seeking additional acquisition or merger candidates; and ● Identifying unique market opportunities that represent potential positive short-term cash flow. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation These condensed consolidated audited financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its inactive, wholly owned subsidiary. All intercompany transactions and balances have been eliminated. Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates during the three and six months ended August 31, 2021, include uncertain tax positions, and the valuation allowance on deferred tax assets. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 —Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts payable and accrued expenses, are carried at historical cost. At August 31, 2021 and February 29, 2021, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At August 31, 2021 and February 29, 2021, respectively, the Company did not have any cash equivalents. Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of August 31, 2021 and February 28, 2021, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. As of August 31, 2021, tax years 2018-2021 remain open for IRS audit. Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At August 31, 2021 and February 29, 2021, the Company did not have any potential dilutive securities. The computation of basic and diluted loss per share for August 31, 2021 and February 28, 2021 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive August 31, August 31, Warrants (Exercise price - $4.50/share) 5,000,000 — Total 5,000,000 — Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has considered all recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the company’s financial statements. Reclassifications Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the consolidated results of operations, stockholders’ deficit, or cash flows. |
Note Receivable
Note Receivable | 6 Months Ended |
Aug. 31, 2021 | |
Disclosure Note Receivable Abstract | |
Note Receivable | Note 3 – Note Receivable On May 25, 2021, the Company entered into a binding letter of intent (the “EZ Raider LOI”) with EZ Raider Global, Inc., a privately held Nevada company (“EZ Global”), and EZ Raider, LLC, a Washington limited liability company (“EZ Raider”), which contemplates EZ Global’s acquisition of DS Raider, Ltd., an Israeli company (“DS Israel”), the consummation of a reverse merger by and among the Company, its acquisition subsidiary and EZ Global, and related transactions. On May 25, 2021, the parties to the EZ Raider LOI also entered into a side letter-agreement (the “Side Letter”) that further memorialized the understanding between EZ Global and the Company. Pursuant to the Side Letter, the Company wired $ 2,000,000 On July 19, 2021, the Company reclassified this $ 2,000,000 5 For the six months ended August 31, 2021, the Company recorded a $ 2,000,000 11,635 On September 14, 2021, our wholly owned subsidiary, E-Waste Acquisition Corp., a Delaware corporation, merged with and into EZ Global. EZ Global was the surviving corporation in the Merger and became our wholly owned subsidiary. All of the outstanding shares of capital stock of EZ Global, were exchanged for 28,550,000 2,000,000 11,635 2,011,635 |
Notes Payable and Accrued Inter
Notes Payable and Accrued Interest – Related Parties | 6 Months Ended |
Aug. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable and Accrued Interest – Related Parties | Note 4 – Notes Payable and Accrued Interest – Related Parties The Company had two (2) outstanding notes payable to related parties. As of August 31, 2021, the notes and the accrued interest were repaid in full. The following represents a summary of the Company’s notes payable – related parties, key terms and outstanding balances at August 31, 2021 and February 29, 2021, respectively: Terms Note Payable Note Payable Issuance date of note September 25, 2020 November 25, 2020 Term 1 year 1 year Maturity date September 25, 2021 November 25, 2021 Interest rate 8% 6% Collateral Unsecured Unsecured Note Date September 25, 2020 November 25, 2020 Total Principal $ 255,000 $ 150,000 $ 405,000 Balance - February 28, 2021 $ 255,000 $ 150,000 $ 405,000 Repayments (255,000 ) (150,000 ) (405,000 ) Balance - August 31, 2021 $ — $ — $ — Accrued Interest Payable September 25, 2020 November 25, 2020 Total Balance - February 28, 2021 $ 3,400 $ — $ 3,400 Interest payable 2,818 1,184 4,002 Interest payments (6,218 ) (1,184 ) (7,402 ) Balance - August 31, 2021 $ — $ — $ — On March 25, 2021, the Company paid $ 5,100 1,118 255,000 1,118 On April 14, 2021, the Company accrued $ 1,184 150,000 1,184 |
Advances Payable _ Former Relat
Advances Payable – Former Related Party and Change in Control | 6 Months Ended |
Aug. 31, 2021 | |
Advances Payable Former Related Party And Change In Control | |
Advances Payable – Former Related Party and Change in Control | Note 5 – Advances Payable – Former Related Party and Change in Control The Company has received and repaid advances to a former related party that was its controlling stockholder. On September 25, 2020, the Company paid this related party $ 252,750 194,701 Additionally, on October 14, 2020, in a private transaction, the former controlling stockholder of the Company sold 6,000,000 3,000,000 The following represents a summary of the Company’s advances – former related party, key terms and outstanding balances at February 28, 2021, respectively Terms Advances Issuance date of advances Various Term Due on demand Interest rate 0% Collateral Unsecured Balance - February 29, 2020 $ 404,988 Advances 42,463 Repayments (252,750 ) Forgiveness of advances (194,701 ) Balance - August 31, 2021 $ — |
Commitments
Commitments | 6 Months Ended |
Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 6 – Commitments Operating Lease Agreement – Related Party On September 25, 2020, the Company entered into a one-year 250 The lease agreement can be terminated by either party at any time, with 30 days written notice For the three months ended August 31, 2021 and 2020, the Company recorded rent expense of $ 250 0 For the six months ended August 31, 2021 and 2020, the Company recorded rent expense of $ 1,000 0 Rent expense is included as a component of general and administrative expenses on the accompanying consolidated statements of operations. Effective June 30, 2021, the Company terminated the lease agreement. Operating Lease Agreement On July 1, 2021, the Company entered a six-month 300 The lease agreement can be terminated by either party at any time, with 30 days written notice. For the three months ended August 31, 2021 and 2020, the Company recorded rent expense of $ 600 0 For the six months ended August 31, 2021 and 2020, the Company recorded rent expense of $ 600 0 Rent expense is included as a component of general and administrative expenses on the accompanying consolidated statements of operations. Consulting Agreement – Related Party On October 1, 2020, the Company entered into a one-year 2,500 The consulting agreement can be terminated by either party at any time, with 30 days written notice On May 7, 2021, the Company appointed Mr. Mermel, as President, Secretary and Treasurer. In consideration for his services the Company will pay Mr. Mermel $ 8,000 24,000 0 Consulting Agreement On December 1, 2020, the Company executed a one-year consulting agreement with a third party to provide consulting services including investor relations, analysis of potential merger candidates, social media development and other general financial services. The consulting agreement can be terminated by either party at any time, with 30 days written notice $4,000 12,000 0 On May 31, 2021, but effective April 26, 2021, the Company executed a month-to-month consulting agreement with a third party to provide consulting services. The consulting agreement can be terminated by either party at any time, with 30 days written notice 5,000 15,000 0 |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended |
Aug. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 7 – Stockholders’ Deficit Equity Transactions Stock and Warrants Issued for Cash On April 12, 2021, the Company entered into subscription agreements with three “accredited investors”, pursuant to which the Company sold the subscribers a total of 2,500,000 1.00 2,500,000 4.50 As of the date of this report, no warrants have been exercised Number of Weighted Weighted Balance, February 28, 2021 — — — Granted 5,000,000 $ 4.50 1.67 Exercised — — — Cancelled/Forfeited — — — Balance, August 31, 2021 5,000,000 $ 4.50 1.42 Intrinsic Value $ 23,750,000 — — For the six months ended August 31, 2021, the following warrants were outstanding Exercise Price Warrants Weighted Average Aggregate $ 4.50 5,000,000 1.42 $ 23,750,000 Stock Issued for Cash – Related Parties During 2021, the Company issued 1,000,000 0.05 Contribution of Capital – Former Related Party During 2021, the former controlling stockholder of the Company contributed $ 2,500 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Aug. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events On August 28, 2021, the Company filed a Certificate of Amendment with the Secretary of State of the State of Florida in order to effectuate a name change to EZRaider Co. The Certificate of Amendment became effective on September 3, 2021 (See Note 1). On September 14, 2021, EZ Global entered an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with EZRaider Co. f/k/a E-Waste Corp., and E-Waste Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of EZRaider Co. (the “Acquisition Subsidiary”), pursuant to which on September 14, 2021, the Acquisition Subsidiary merged with and into EZ Global (the “Merger”), and EZ Global remained as the surviving entity after the Merger. Pursuant to the terms of the Merger Agreement, EZRaider Co. issued an aggregate of 28,550,000 shares of its common stock to the stockholders of EZ Global in exchange for their capital stock of EZ Global. As a result of the Merger the outstanding note receivable balance of $2,000,000 and accrued interest of $11,635 resulted in a loss on forgiveness of note receivable and related accrued interest of $2,011,635 As of the effectiveness of the Merger, Elliot Mermel, who was our President, Secretary and Treasurer prior to the Merger, resigned from these positions, and Moshe Azarzar was appointed as our Chief Executive Officer, President, Secretary, Treasurer and Director (See Note 1). In connection with the Merger, immediately prior to the closing of the Merger, our majority shareholder, cancelled 1,300,000 shares of the Company’s Common Stock that it held, which shares were returned to the authorized but unissued shares of Common Stock of the Company. Subsequent to August 31, 2021 and in connection with the merger the Company closed a private placement offering of 1,320,000 1.00 1,320,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation These condensed consolidated audited financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its inactive, wholly owned subsidiary. All intercompany transactions and balances have been eliminated. |
Business Segments and Concentrations | Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates during the three and six months ended August 31, 2021, include uncertain tax positions, and the valuation allowance on deferred tax assets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 —Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts payable and accrued expenses, are carried at historical cost. At August 31, 2021 and February 29, 2021, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At August 31, 2021 and February 29, 2021, respectively, the Company did not have any cash equivalents. |
Income Taxes | Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of August 31, 2021 and February 28, 2021, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. As of August 31, 2021, tax years 2018-2021 remain open for IRS audit. |
Basic and Diluted Earnings (Loss) per Share | Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At August 31, 2021 and February 29, 2021, the Company did not have any potential dilutive securities. The computation of basic and diluted loss per share for August 31, 2021 and February 28, 2021 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive August 31, August 31, Warrants (Exercise price - $4.50/share) 5,000,000 — Total 5,000,000 — |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recent Accounting Standards | Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has considered all recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the company’s financial statements. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the consolidated results of operations, stockholders’ deficit, or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Accounting Policies [Abstract] | |
The computation of basic and diluted loss per share for August 31, 2021 and February 28, 2021 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive | The computation of basic and diluted loss per share for August 31, 2021 and February 28, 2021 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive August 31, August 31, Warrants (Exercise price - $4.50/share) 5,000,000 — Total 5,000,000 — |
Notes Payable and Accrued Int_2
Notes Payable and Accrued Interest – Related Parties (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Debt Disclosure [Abstract] | |
The following represents a summary of the Company’s notes payable – related parties, key terms and outstanding balances at August 31, 2021 and February 29, 2021, respectively: | The following represents a summary of the Company’s notes payable – related parties, key terms and outstanding balances at August 31, 2021 and February 29, 2021, respectively: Terms Note Payable Note Payable Issuance date of note September 25, 2020 November 25, 2020 Term 1 year 1 year Maturity date September 25, 2021 November 25, 2021 Interest rate 8% 6% Collateral Unsecured Unsecured Note Date September 25, 2020 November 25, 2020 Total Principal $ 255,000 $ 150,000 $ 405,000 Balance - February 28, 2021 $ 255,000 $ 150,000 $ 405,000 Repayments (255,000 ) (150,000 ) (405,000 ) Balance - August 31, 2021 $ — $ — $ — Accrued Interest Payable September 25, 2020 November 25, 2020 Total Balance - February 28, 2021 $ 3,400 $ — $ 3,400 Interest payable 2,818 1,184 4,002 Interest payments (6,218 ) (1,184 ) (7,402 ) Balance - August 31, 2021 $ — $ — $ — |
Advances Payable _ Former Rel_2
Advances Payable – Former Related Party and Change in Control (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Advances Payable Former Related Party And Change In Control | |
The following represents a summary of the Company’s advances – former related party, key terms and outstanding balances at February 28, 2021, respectively | The following represents a summary of the Company’s advances – former related party, key terms and outstanding balances at February 28, 2021, respectively Terms Advances Issuance date of advances Various Term Due on demand Interest rate 0% Collateral Unsecured Balance - February 29, 2020 $ 404,988 Advances 42,463 Repayments (252,750 ) Forgiveness of advances (194,701 ) Balance - August 31, 2021 $ — |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Equity [Abstract] | |
As of the date of this report, no warrants have been exercised | As of the date of this report, no warrants have been exercised Number of Weighted Weighted Balance, February 28, 2021 — — — Granted 5,000,000 $ 4.50 1.67 Exercised — — — Cancelled/Forfeited — — — Balance, August 31, 2021 5,000,000 $ 4.50 1.42 Intrinsic Value $ 23,750,000 — — |
following warrants were outstanding | For the six months ended August 31, 2021, the following warrants were outstanding Exercise Price Warrants Weighted Average Aggregate $ 4.50 5,000,000 1.42 $ 23,750,000 |
Presentation and Nature of Op_2
Presentation and Nature of Operations (Details Narrative) - USD ($) | Sep. 14, 2021 | Oct. 14, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | May 31, 2021 | Feb. 28, 2021 | May 31, 2020 | Feb. 29, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
Number of shares issued (in shares) | 28,550,000 | 6,000,000 | 1,000,000 | |||||||
Net loss | $ 111,421 | $ 8,184 | $ 214,501 | $ 28,809 | ||||||
Net cash used in operations | 196,895 | 28,809 | ||||||||
Accumulated deficit | 788,456 | 788,456 | $ 573,955 | |||||||
Stockholders deficit | 2,002,510 | $ (447,451) | 2,002,510 | $ (447,451) | $ 2,113,931 | (282,989) | $ (439,267) | $ (418,642) | ||
Working capital deficit | 2,510 | 2,510 | ||||||||
Cash on hand | $ 13,709 | 13,709 | $ 127,239 | |||||||
Amount of sale of common stock - related parties | $ 2,500,000 |
The computation of basic and di
The computation of basic and diluted loss per share for August 31, 2021 and February 28, 2021 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive (Details) - shares | 6 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,000,000 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,000,000 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | Sep. 14, 2021 | Oct. 14, 2020 | Aug. 31, 2021 | Jul. 19, 2021 | May 25, 2021 | Feb. 28, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Advance | $ 2,000,000 | |||||
Note receivable | $ 2,000,000 | |||||
Interest receivable | $ 11,635 | $ 11,635 | ||||
Number of shares issued (in shares) | 28,550,000 | 6,000,000 | 1,000,000 | |||
Related accrued interest | $ 3,400 | |||||
E Z Raider [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Advance | $ 2,000,000 | |||||
Interest rate | 5.00% | |||||
Note receivable | $ 2,000,000 | |||||
Description of exchanged for shares | All of the outstanding shares of capital stock of EZ Global, were exchanged for 28,550,000 shares of our common stock, $0.0001 par value per share. | |||||
Related accrued interest | $ 2,011,635 |
The following represents a summ
The following represents a summary of the Company’s notes payable – related parties, key terms and outstanding balances at August 31, 2021 and February 29, 2021, respectively: (Details) - USD ($) | Apr. 14, 2021 | Mar. 25, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Feb. 28, 2021 |
Short-term Debt [Line Items] | |||||
Principal | $ 405,000 | ||||
Balance - May 31, 2021 | $ 405,000 | ||||
Repayments | (405,000) | ||||
Balance - May 31, 2021 | $ 3,400 | ||||
Interest payable | 4,002 | ||||
Interest payments | $ (7,402) | ||||
Note Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Issuance date of note | Sep. 25, 2020 | Nov. 25, 2020 | |||
Term | 1 year | 1 year | |||
Maturity date | Sep. 25, 2021 | Nov. 25, 2021 | |||
Interest rate | 8.00% | 6.00% | |||
Collateral | Unsecured | Unsecured | |||
Note Payable Three [Member] | |||||
Short-term Debt [Line Items] | |||||
Principal | $ 255,000 | ||||
Balance - May 31, 2021 | $ 255,000 | ||||
Repayments | (255,000) | ||||
Balance - May 31, 2021 | 3,400 | ||||
Interest payable | $ 1,118 | $ 5,100 | 2,818 | ||
Interest payments | (6,218) | ||||
Note Payable Four [Member] | |||||
Short-term Debt [Line Items] | |||||
Principal | 150,000 | ||||
Balance - May 31, 2021 | 150,000 | ||||
Repayments | (150,000) | ||||
Balance - May 31, 2021 | |||||
Interest payable | $ 1,184 | 1,184 | |||
Interest payments | $ (1,184) |
Notes Payable and Accrued Int_3
Notes Payable and Accrued Interest – Related Parties (Details Narrative) - USD ($) | Apr. 14, 2021 | Mar. 25, 2021 | Aug. 31, 2021 |
Short-term Debt [Line Items] | |||
Interest expense | $ 4,002 | ||
Note Payable Three [Member] | |||
Short-term Debt [Line Items] | |||
Interest expense | $ 1,118 | $ 5,100 | 2,818 |
Remaining note principal | 255,000 | ||
Accrued interest | 1,118 | ||
Note Payable Four [Member] | |||
Short-term Debt [Line Items] | |||
Interest expense | 1,184 | $ 1,184 | |
Remaining note principal | 150,000 | ||
Accrued interest | $ 1,184 |
The following represents a su_2
The following represents a summary of the Company’s advances – former related party, key terms and outstanding balances at February 28, 2021, respectively (Details) - USD ($) | 6 Months Ended | |
Aug. 31, 2021 | Feb. 29, 2020 | |
Advances Payable Former Related Party And Change In Control | ||
Issuance date of advances | Various | |
Term | Due on demand | |
Interest rate | 0.00% | |
Collateral | Unsecured | |
Balance - February 28, 2021 | $ 404,988 | |
Advances | 42,463 | |
Repayments | (252,750) | |
Forgiveness of advances | $ (194,701) |
Advances Payable _ Former Rel_3
Advances Payable – Former Related Party and Change in Control (Details Narrative) - USD ($) | Sep. 14, 2021 | Oct. 14, 2020 | Sep. 25, 2020 | Aug. 31, 2021 |
Advances Payable Former Related Party And Change In Control | ||||
Payment of related party outstanding advances | $ 252,750 | |||
Forgive debt amount | $ 194,701 | |||
Number of shares issued to thrid party | 28,550,000 | 6,000,000 | 1,000,000 | |
Number of shares cancellation | 3,000,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Jul. 01, 2021 | May 07, 2021 | Dec. 01, 2020 | Oct. 01, 2020 | Sep. 25, 2020 | May 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Consulting fee expense | $ 15,000 | $ 0 | ||||||||
Mr Mermel [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Service fee | $ 8,000 | |||||||||
Operating Lease Agreement Related Party [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Operating lease term | 1 year | |||||||||
Office space monthly rate | $ 250 | $ 250 | $ 0 | 0 | 1,000 | |||||
Description of termination | The lease agreement can be terminated by either party at any time, with 30 days written notice | |||||||||
Operating Lease Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Operating lease term | 6 months | |||||||||
Office space monthly rate | $ 300 | $ 600 | $ 0 | 600 | 0 | |||||
Description of termination | The lease agreement can be terminated by either party at any time, with 30 days written notice. | |||||||||
Consulting Agreement Related Party [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Operating lease term | 1 year | |||||||||
Description of termination | The consulting agreement can be terminated by either party at any time, with 30 days written notice | |||||||||
Consulting fee expense | $ 2,500 | |||||||||
Consulting Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Description of termination | The consulting agreement can be terminated by either party at any time, with 30 days written notice | The consulting agreement can be terminated by either party at any time, with 30 days written notice | ||||||||
Consulting fee expense | $ 4,000 | $ 5,000 | 12,000 | 0 | ||||||
Consulting Agreement [Member] | Mr Mermel [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Consulting fee expense | $ 24,000 | $ 0 |
As of the date of this report,
As of the date of this report, no warrants have been exercised (Details) - Warrant [Member] | 6 Months Ended |
Aug. 31, 2021USD ($)$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of shares, Outstanding, Beginning balance | |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $ / shares | |
Number of shares, Granted | 5,000,000 |
Weighted-Average Exercise Price, granted | $ / shares | $ 4.50 |
Weighted-Average Remaining Expected Term, Beginning balance | 1 year 8 months 1 day |
Number of shares, Exercised | |
Weighted-Average Exercise Price, exercised | $ / shares | |
Number of shares, Forfeited/Canceled | |
Number of shares, Outstanding, Ending balance | 5,000,000 |
Weighted-Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 4.50 |
Weighted-Average Remaining Expected Term, Ending balance | 1 year 5 months 19 days |
Intrinsic Value | $ | $ 23,750,000 |
following warrants were outstan
following warrants were outstanding (Details) - Warrant [Member] | 6 Months Ended |
Aug. 31, 2021USD ($)shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding, Number of Warrants | 4.50 |
Exercisable Warrants, Number of Warrants | 5,000,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 5 months 19 days |
Warrants Outstanding, Aggregate Intrinsic Value | $ | $ 23,750,000 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | Sep. 14, 2021 | Apr. 12, 2021 | Oct. 14, 2020 | Aug. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Share price | $ 0.05 | |||
Number of shares issued (in shares) | 28,550,000 | 6,000,000 | 1,000,000 | |
Stockholder contribution | $ 2,500 | |||
Subscription Agreements [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Gross proceeds | 2,500,000 | |||
Share price | $ 1 | |||
Stock and Warrants Issued for Cash | 2,500,000 | |||
Exercised price | $ 4.50 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 14, 2021 | Sep. 01, 2021 | Oct. 14, 2020 | Aug. 31, 2021 |
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 28,550,000 | 6,000,000 | 1,000,000 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Description of merger agreement | Pursuant to the terms of the Merger Agreement, EZRaider Co. issued an aggregate of 28,550,000 shares of its common stock to the stockholders of EZ Global in exchange for their capital stock of EZ Global. As a result of the Merger the outstanding note receivable balance of $2,000,000 and accrued interest of $11,635 resulted in a loss on forgiveness of note receivable and related accrued interest of $2,011,635 | |||
Stock Issued During Period, Shares, New Issues | 1,320,000 | |||
Common stock price per share | $ 1 | |||
Gross proceeds | $ 1,320,000 |