Cover
Cover - USD ($) | 10 Months Ended | ||
Dec. 31, 2021 | Apr. 29, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-KT | ||
Amendment Flag | false | ||
Document Annual Report | false | ||
Document Transition Report | true | ||
Document Period Start Date | Feb. 28, 2021 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | Yes | ||
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 Public Float | $ 9,750,000 | ||
Entity Common Stock, Shares Outstanding | 41,589,336 | ||
Auditor Firm ID | 5041 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Feb. 28, 2021 |
Current Assets | ||
Cash | $ 365,800 | $ 40,598 |
Accounts receivable, net | 23,854 | |
Prepaid expense | 74,100 | |
Inventory | 398,046 | 113,013 |
Total Current Assets | 837,946 | 177,465 |
Property and Equipment, net | 81,419 | 103,731 |
Investment in D.S. Raider | 3,850,000 | 500,000 |
Total Assets | 4,769,365 | 781,196 |
Current Liabilities | ||
Accounts payable and accrued expenses | 749,170 | 7,031 |
Accounts payable - related party | 11,000 | |
Accrued interest payable | 92,377 | 30,149 |
Deferred revenue | 912,464 | 21,275 |
Advances - related party | 453,736 | |
Convertible notes payable | 500,000 | 550,000 |
Convertible notes payable - related party | 40,000 | |
Notes payable | 426,415 | 259,253 |
Note payable - government loan (PPP) | 13,215 | 13,215 |
Total Current Liabilities | 2,704,641 | 1,374,659 |
Commitments | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized 41,479,502 and 38,550,000 and 40,550,000, shares issued and outstanding, respectively | 4,148 | 3,855 |
Stock subscription receivable | (95,001) | |
Additional paid-in capital | 4,950,369 | (1,048) |
Accumulated deficit | (2,794,792) | (596,270) |
Total Stockholders' Equity (Deficit) | 2,064,724 | (593,463) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 4,769,365 | $ 781,196 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 41,479,502 |
Common stock, issued | 38,550,000 | 40,550,000 |
Common stock, outstanding | 38,550,000 | 40,550,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 347,127 | $ 572,416 | $ 661,370 | $ 317,666 |
Cost of revenues | 361,752 | 359,262 | 375,245 | 230,792 |
Gross Profit | (14,625) | 213,154 | 286,125 | 86,874 |
Operating expenses | ||||
General and administrative expenses | 1,823,278 | 339,916 | 445,548 | 426,401 |
Total operating expenses | 1,823,278 | 339,916 | 445,548 | 426,401 |
Loss from operations | (1,837,903) | (126,762) | (159,423) | (339,527) |
Other expense | ||||
Loss on debt conversion | (256,568) | |||
Interest expense | (104,051) | (24,360) | (37,246) | |
Total other expense | (360,619) | (24,360) | (37,246) | |
Net loss | $ (2,198,522) | $ (151,122) | $ (196,669) | $ (339,527) |
Loss per share - basic and diluted | $ (0.05) | $ 0 | $ 0 | $ (0.01) |
Weighted average number of shares - basic and diluted | 40,810,033 | 39,495,055 | 39,743,836 | 40,500,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Receivables from Stockholder [Member] | Total |
February 28, 2021 (Unaudited) at Feb. 29, 2020 | $ 4,055 | $ (248,449) | $ (399,601) | $ (643,995) | |
Beginning balance (in shares) at Feb. 29, 2020 | 40,550,000 | ||||
Stock issued for cash ($1-$1.50/share) | $ 100 | 49,900 | 50,000 | ||
December 31, 2021 at Feb. 28, 2021 | 3,855 | (1,048) | (596,270) | (593,463) | |
Net loss - ten months ended December 31, 2021 | (196,669) | (196,669) | |||
Stock issued for cash (in shares) | 1,000,000 | ||||
Cancellation of shares - former related party | $ (300) | 300 | |||
Stock cancellation (in shares) | (3,000,000) | ||||
Forgiveness of advances - former related party | 194,701 | 194,701 | |||
Contributed capital - former related party | 2,500 | $ 2,500 | |||
Ending balance (in shares) at Feb. 28, 2021 | 38,550,000 | 40,550,000 | |||
Stock issued for cash ($1-$1.50/share) | $ 396 | 4,034,606 | (95,001) | $ 3,940,001 | |
December 31, 2021 at Dec. 31, 2021 | 4,148 | 4,950,369 | (2,794,792) | (95,001) | 2,064,724 |
Net loss - ten months ended December 31, 2021 | (2,198,522) | (2,198,522) | |||
Stock issued for cash (in shares) | 3,963,335 | ||||
Stock cancellation (in shares) | (1,300,000) | ||||
Recapitalization | 609,124 | 609,124 | |||
Stock issued for services ($1-$1.50/share) | $ 25 | 288,809 | 288,834 | ||
Stock issued for services (in shares) | 253,667 | ||||
Stock issued as debt issuance costs in connection with promissory notes ($1.50/share) | $ 1 | 18,749 | 18,750 | ||
Stock issued as debt issuance costs in connection with promissory notes ($1.50/share) | 12,500 | ||||
Stock cancellation | $ (130) | $ 130 | |||
Ending balance (in shares) at Dec. 31, 2021 | 41,479,502 | 38,550,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | |
Cash Flows from Operating Activities | ||||
Net loss | $ (2,198,522) | $ (151,122) | $ (196,669) | $ (339,527) |
Depreciation | 22,312 | 31,169 | 35,293 | |
Stock issued for services | 288,834 | |||
Stock issued as debt issuance cost | 18,750 | |||
Loss on debt conversion | 256,568 | |||
Bad debt expense | 69,591 | |||
Changes in operating assets and liabilities | ||||
Increase in Accounts receivable | (45,738) | (7,445) | (23,854) | |
Increase in prepaid expense | (74,100) | |||
(Increase) decrease in Inventory | (285,033) | 89,744 | 102,897 | (215,910) |
Increase (decrease) in Accounts payable and accrued expenses | 720,657 | (108,018) | (137,419) | 152,950 |
Accounts payable - related party | 11,000 | |||
Accrued interest payable | 67,086 | 30,149 | ||
Deferred revenue | 891,189 | 21,075 | 21,275 | |
Net cash used in operating activities | (257,406) | (124,597) | (168,328) | (402,487) |
Cash Flows from Investing Activities | ||||
Cash acquired in connection with recapitalization | 358 | |||
Investment in D.S. Raider | (3,350,000) | (500,000) | ||
Purchase of fixed assets | (139,024) | |||
Net cash used in investing activities | (3,349,642) | (500,000) | (139,024) | |
Cash Flows from Financing Activities | ||||
Repayments and advances from advances - related party | (453,736) | (170,706) | 70,131 | 565,269 |
Proceeds of note payable | 167,163 | 213,423 | 265,579 | 46,888 |
Proceeds from PPP Loan | 13,215 | |||
Proceeds of convertible notes payable | 320,000 | 550,000 | ||
Common stock issued for cash | 4,390,001 | 50,000 | ||
Contributed capital - former related party | 2,500 | |||
Recapitalization | (491,178) | (299,931) | ||
Net cash provided by financing activities | 3,932,250 | 55,932 | 638,279 | 612,157 |
Net increase (decrease) in cash | 325,202 | (68,665) | (30,049) | 70,646 |
Cash - beginning of period | 40,598 | 70,645 | 70,646 | |
Cash - end of period | 365,800 | 1,980 | 40,597 | 70,646 |
Supplemental disclosure of cash flow information | ||||
Cash paid for interest | ||||
Cash paid for income tax | ||||
Supplemental disclosure of non-cash investing and financing activities | ||||
Cancellation of shares - former related party | 130 | |||
Shares sold in exchange for subscription receivable | 95,001 | |||
Forgiveness of advances - former related party | $ 194,701 |
Organization and Nature of Oper
Organization and Nature of Operations | 10 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 – Organization and Nature of Operations Organization EZRaider Co. (f/k/a E-Waste Corp.) and subsidiary (collectively, “EZRaider”, “we”, “us”, “our” or 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 ceased those operations. On August 28, 2021, the Company filed a certificate of amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Florida in order to effectuate a name change from E-Waste Corp. to EZRaider Co. The Certificate of Amendment became effective on September 3, 2021 (See Note 8). 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 shares of our common stock. As a result of the Merger, we discontinued our prior activities, which consisted primarily of seeking a business for a merger or acquisition, and acquired the business of EZ Global, and will continue the existing business operations of EZ Global, and its wholly owned subsidiary, EZ Raider, LLC, a Washington limited liability company (“EZ LLC”), as a publicly-traded company under the name “EZRaider Co.” (See Note 8). In February 2022, management changed its year end date from February 28/29 to December 31, and these consolidated financial statements reflect the ten-month period ended December 31, 2021 and the twelve-month period ended February 28, 2021. Nature of Operations The Company sells electric stand-up ATV vehicles, known as “EZRaider Vehicles,” and accessories to government and private sector customers in multiple countries. EZRaider Vehicles feature an innovative technology platform that combines dynamic, proprietary suspension with a lightweight, narrow-profile design that can traverse rugged off-road terrain while being small enough to fit through any normal household doorway. It is frequently referred to as an “all-terrain surfer”. There are 3 vehicle models currently offered – LW, HD2 and HD4. EZ Raider Vehicles come in both 2wd and 4wd options. Machines come with two battery options – a 1740-Watt battery which provides up to 30 miles of range and the 3000-Watt battery that provides up to 50 miles of range. Range can be significantly increased with an optional additional battery pack. The EZ Raider trailer, or Ecart, is also equipped with its own 3000-Watt battery. With all additional battery packs available, EZ Raider Vehicles can have a range of up to 130 miles. The Company’s products appeal to a wide variety of customers for government, commercial and private uses. EZ Raider Vehicles can be accessorized to fit the needs of the customer, including, but not limited to, remote control robotics for autonomous operation, agricultural spraying, golf, un-manned airport runway cleaning, off-road adventure and sport, facilities maintenance, security, law enforcement, fire, search and rescue (autonomous or manned), urban commuting & errands, disabled person mobility, hunting & fishing, tourism, military troop mobility, border patrol, and micro-delivery. The Company has historically promoted its products directly to the public. The use of existing ATV, car, or motorcycle dealers/distribution networks has been minimal. In 2020, the Company experienced significant distribution and sales set-backs due to the Covid-19 pandemic. Lockdowns were implemented in both Israel and the United States just as the spring/summer sales season was beginning, causing the cancelation of orders worldwide. Sales growth resumed in 2021, but supply of machines was impeded by the global supply chain backlog, causing extensive delays in delivering machines to customers. Impact of COVID-19 The ongoing COVID-19 global and national health emergency has disrupted economies and financial markets world-wide. 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 significantly impacted the Company’s supply chain, distribution centers, 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 evolves, the Company will continue to closely monitor market conditions and respond accordingly. To date, the Company has experienced significant economic impact due to COVID-19, however, efforts are being made to secure additional capital while also executing operations. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. Liquidity, Going Concern and Management’s Plans These consolidated 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 consolidated financial statements, for the ten months ended December 31, 2021, the Company had: ● Net loss of $ 2,198,522 ● Net cash used in operations was $ 257,406 Additionally, at December 31, 2021, the Company had: ● Accumulated deficit of $ 2,794,792 ● Stockholders’ equity of $ 2,064,724 ● Working capital deficit of $ 1,866,695 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $ 365,800 The Company expects business operations to generate sufficient revenues and positive cash flows from operations to meet its current obligations. However, the Company is seeking to raise debt or equity-based capital at favorable terms, though such terms are not certain. Currently, the Company expects to incur losses from operations and have negative cash flows from operating activities for the near-term. 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 twelve months ended December 31, 2022, and our current capital structure including equity-based instruments and our obligations and debts. During the ten months ended December 31, 2021, the Company has partially satisfied its obligations from the sale of common stock ($ 3,940,001 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: ● Execute the Share Purchase Agreement and related extensions to fully acquire D.S Raider (as further described in this Report); ● Execute business operations during fiscal year December 31, 2022; ● Pursue additional debt and equity capital for growth and expansion; and ● Identify unique market opportunities that represent potential positive short-term cash flow. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 10 Months Ended |
Dec. 31, 2021 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principles of Consolidation These consolidated 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. 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. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the ten months ended December 31, 2021 and 2020, include stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets. 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. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. 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 receivable, and accounts payable and accrued expenses, are carried at historical cost. At December 31, 2021 and February 28, 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding 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 December 31, 2021 and February 28, 2021, the Company did not have any cash equivalents. Concentration of Credit Risks The Company at times has cash in banks in excess of FDIC insurance limits. At December 31, 2021 and February 28, 2021, the Company had approximately $ 115,000 0 Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made. Allowance for doubtful accounts was $ 69,591 0 For the ten months ended December 31, 2021 and 2020, the Company recorded bad debt expense of $ 69,591 0 Inventory Inventory consists of components held for assembly and finished goods held for resale. Inventory is valued at lower of cost or net realizable value on a first-in, first-out basis. The Company’s policy is to record a reserve for technological obsolescence or slow-moving inventory items. The Company only carries finished goods to be shipped to customers. All existing inventory is considered current and usable. The Company recorded no reserve for slow-moving or obsolete inventory for the ten months ended as of December 31, 2021 and February 28, 2021. Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Property and Equipment Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no impairment losses for the ten months ended December 31, 2021 and 2020. Paycheck Protection Program Loans The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, Debt. Debt is extinguished when either debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor. |
Reverse Recapitalization
Reverse Recapitalization | 10 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization | |
Reverse Recapitalization | Note 3 - Reverse Recapitalization On September 14, 2021, the Company’s wholly owned acquisition subsidiary merged with and into EZ Global, with EZ Global being the surviving corporation, in a transaction treated as a reverse recapitalization (the “Merger”). As a result of the Merger, EZ Global became the Company’s wholly owned subsidiary. At the time of the Merger, the Company had insignificant operations relative to the EZ Global operations acquired and is considered the successor to substantially all of the operations of EZ Global. After the Merger, the officers and directors of EZ Global became officer and directors of the Company. In the reverse recapitalization, the Company issued 28,550,000 The transaction also requires a recapitalization of EZ Global. Since the shareholders of EZ Global acquired a controlling voting interest as a result of the Merger, EZ Global was deemed the accounting acquirer, while the Company was deemed the legal acquirer. The historical financial statements of the Company are those of EZ Global and of the consolidated entities from the date of recapitalization. Prior to the recapitalization, in May 2021, the Company had loaned $ 2,000,000 5 2,015,493 The Company did not recognize goodwill or any intangible assets in connection with the transaction. Additionally, since the transaction is considered a reverse recapitalization with a public shell corporation, the presentation of pro-forma financial information was not required. Revenue Recognition The Company recognizes revenue according to ASC 606, Revenue from Contracts with Customers. When the customer obtains control over the promised goods or services, the Company records revenue in the amount of consideration that can be expected to be received in exchange for those goods and services. During the ten months ended December 31, 2021 and 2020, the Company primarily recognized revenues from the sale of its products, which occurs at a point in time, which is when the customer takes possession. The Company determines revenue recognition based upon the following five (5) criteria: Step 1 Step 2 Step 3 Step 4 Step 5 We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit or financial information pertaining to the customer. If a contract includes multiple promised goods or services, we apply judgment to determine whether the promised goods or services are capable of being distinct and are distinct within the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. We determine the transaction price based on the consideration which we will be entitled to receive in exchange for transferring goods or services to our customer. We recognize revenue at the time that the related performance obligation is satisfied by transferring the promised goods or services to our customer. Remaining Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies and tracks the performance obligations at contract inception so that the Company can monitor and account for the performance obligations over the life of the contract. Remaining performance obligations represent the transaction price of orders for which products have not been delivered or services have not been performed. As of December 31, 2021 and February 28, 2021, the Company had no remaining performance obligations. Contract Liabilities (Deferred Revenue) The Company recognizes a contract liability when consideration is received, or if the Company has the unconditional right to receive consideration, in advance of satisfying the performance obligation. A contract liability is the Company’s obligation to transfer goods to a customer for which the Company has received consideration, or an amount of consideration due from the customer. At December 31, 2021 and February 28, 2021, deferred revenues were $ 912,464 21,275 Cost of Sales Cost of sales predominantly represents job-related materials and supplies. Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. The Company had advertising costs of $ 75,000 19,024 Stock-Based Compensation We account for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. We use the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option. Common Stock Awards The Company may grant common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the statement of operations in the same manner and charged to the same account as if such settlements had been made in cash. Stock Warrants In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance if there is not a service period. Income Taxes On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “TCJA”) that significantly reforms the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); modifying or repealing many business deductions and credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generally referred to as “orphan drugs”; and repeal of the federal Alternative Minimum Tax (“AMT”). The Company has the following net deferred tax asset: As of As of As of Net operating loss carryforward 405,972 41,300 69,516 Valuation allowance (405,972 ) (41,300 ) (69,516 ) Net deferred tax assets $ — $ — $ — As of December 31, 2021, the Company had $ 2,460,896 364,671 A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: As of As of As of Expected federal statutory rate -21 -21 -21 State Effect on tax rate, net of federal benefit 0 0 0 Change in valuation allowance 21 21 21 Income tax provision (benefit) 0 0 0 The Company, after considering all available evidence, fully reserved its deferred tax assets since it is more likely than not that such benefits may be realized in future periods. The Company has not yet established that it can generate taxable income. The Company will continue to evaluate its deferred tax assets to determine whether any changes in circumstances could affect the realization of their future benefit. If it is determined in future periods that portions of the Company’s deferred tax assets satisfy the realization standards, the valuation allowance will be reduced accordingly. 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. The computation of basic and diluted loss per share for December 31, 2021 and 2020, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive. As of December 31, 2021 the Company had sufficient authorized shares of common stock to settle any potential conversions of its common stock equivalents. 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 In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement - Disclosure Framework (Topic 820)”. The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. We applied this guidance, as of May 1, 2020. The application of this guidance did not have a material effect on our disclosures. In January 2020, the FASB issued ASU 2020-01, “Investments - Equity Securities (Topic 321),” “Investments - Equity Method and Joint Ventures (Topic 323),” and “Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The ASU is based on a consensus of the Emerging Issues Task Force and is expected to increase comparability in accounting for these transactions. ASU 2016-01 made targeted improvements to accounting for financial instruments, including providing an entity the ability to measure certain equity securities without a readily determinable fair value at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Among other topics, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting. For public business entities, the amendments in the ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of ASU 2020-01 to have a material impact on its financial statements. There are no other new accounting pronouncements that are expected to have a significant impact on our financial statements. 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 unaudited 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. Equity Securities Without a Readily Determinable Fair Value Certain equity securities are carried at cost as these securities did not have a readily determinable fair value. There were no observable price changes in orderly transactions for the identical or a similar investment of the same issuer as of December 31, 2021 and 2020. Reclassifications Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the unaudited condensed consolidated results of operations, stockholders’ deficit, or cash flows. |
Property and Equipment
Property and Equipment | 10 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment At December 31, 2021 and February 28, 2021, property and equipment, net, was as follows: Estimated Useful December 31, 2021 February 28, 2021 Lives (Years) Automobiles $ 115,684 $ 124,185 5 Camera equipment 16,493 7,993 5 132,177 132,178 Accumulated depreciation 50,758 28,447 Property and equipment - net $ 81,419 $ 103,731 Depreciation expense for the ten months ended December 31, 2021 and 2020, was $ 22,312 31,169 |
Securities
Securities | 10 Months Ended |
Dec. 31, 2021 | |
Securities | |
Securities | Note 5 – Securities Equity Securities Without a Readily Determinable Fair Value At December 31, 2021, the Company paid deposits of $ 3,850,000 295,947 On December 30, 2021, the Company signed a further extension to the D.S Raider SPA, extending the date for closing from December 31, 2021 to March 15, 2022. As part of this extension, exclusive sales and distribution rights for EZ Global to sell D.S Raider products for the North American market were extended through January 31, 2023. (We’ll need to comment on status prior to release) In addition, as part of the extension, EZ Global was required to secure $ 1,600,000 800,000 50 800,000 The Company held equity securities without a readily determinable fair values and measured at cost of $ 3,850,000 |
Notes Payable - Related Party
Notes Payable - Related Party | 10 Months Ended |
Dec. 31, 2021 | |
Notes Payable - Related Party | |
Notes Payable - Related Party | Note 6 – Notes Payable - Related Party The following represents a summary of the Company’s notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively Terms Note Payable Issuance date of note September 25, 2020 Maturity date September 25, 2021 Interest rate 8 Collateral Unsecured Balance - February 29, 2020 $ — Proceeds 255,000 Balance - February 28, 2021 255,000 Repayments ( 255,000 ) Balance - December 31, 2021 $ — |
Convertible Notes Payable
Convertible Notes Payable | 10 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 7 – Convertible Notes Payable The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively: Terms Notes Payable Notes Payable Total Issuance date of notes January 2021 January 1, 2021 Maturity dates February 2022 or the closing of the proposed acquisition of D.S. Raider LTD. March 16th, 2022 or the closing of the proposed acquisition of D.S. Raider LTD Interest rate 8 5 Collateral All assets Unsecured Conversion rate 35 35 Balance - February 29, 2020 $ — $ — $ — Proceeds 500,000 50,000 550,000 Balance - February 28, 2021 500,000 50,000 550,000 Proceeds — 50,000 50,000 Conversion of debt into equity - recapitalization — (100,000 ) (100,000 ) Balance - December 31, 2021 $ 500,000 $ — $ 500,000 |
Convertible Notes Payable _ Rel
Convertible Notes Payable – Related Party | 10 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable Related Party | |
Convertible Notes Payable – Related Party | Note 8 – Convertible Notes Payable – Related Party The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively: Convertible Terms Notes Payable - Related Party Issuance date of note January 2021 Maturity dates February 2022 or the closing of the proposed acquisition of D.S. Raider LTD. Interest rate 8 Collateral Unsecured Conversion rate 35 Balance - February 29, 2020 $ 20,000 Proceeds 40,000 Balance - February 28, 2021 60,000 Stock issued in connection with recapitalization (60,000 ) Balance - December 31, 2021 $ — |
Note Payable _ Government Loan
Note Payable – Government Loan | 10 Months Ended |
Dec. 31, 2021 | |
Note Payable Government Loan | |
Note Payable – Government Loan | Note 9 – Note Payable – Government Loan (A) Payroll Protection Program (“PPP”) On April 30, 2020, we executed an unsecured promissory note for $ 13,215 Interest is deferred for the first nine months of the term of the loan. These loans require equal payments of principal and interest over the eighteen (18) months following the interest deferral period. The promissory note evidencing this loan contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, and/or filing suit and obtaining judgment against the Company. (B) Conditional Loan Forgiveness Under the terms of the PPP loan program, all or a portion of a loan may be forgiven upon request from borrower to lender, provided the loan proceeds are used in accordance with the terms of the Coronavirus Aid, Relief and Economic Security Act (the “Act” or “CARES”), borrower is not in default under the loan or any of the loan documents, and borrower has provided documentation to lender supporting such request for forgiveness that includes verifiable information on borrower’s use of the loan proceeds, to lender’s satisfaction, in its sole and absolute discretion. Currently, the Company believes these loans will be forgiven, however, there is a significant uncertainty that prevents a final determination from being made as of the date of these financial statements. The following is a summary of the PPP loan: PPP Terms SBA Issuance date of SBA loan May 2020 Maturity date April 2022 Interest rate 1 Collateral Unsecured Balance - February 29, 2020 $ — Gross proceeds 13,215 Balance - February 29, 2021 13,215 No activity - 2022 — Balance - December 31, 2021 $ 13,215 In February 2021, the company applied for and received forgiveness of $ 12,489 216 On February 7, 2022, the loan was a portion of the loan was forgiven by the SBA. As a result, the Company will record a gain on debt forgiveness t of PPP loan in the amount of $ 12,489 |
Loan Payable _ Other
Loan Payable – Other | 10 Months Ended |
Dec. 31, 2021 | |
Loan Payable Other | |
Loan Payable – Other | Note 10 – Loan Payable – Other The following represents a summary of the Company’s loan payable – other and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively: Terms Notes Payable Note Payable Note Payable Note Payable Note Payable Note Payable Total Issuance date of notes March 2020 January 2020 November 2020 December 1, 2021 December 9, 2021 December 9, 2021 Maturity dates March 2022 January 2025 November 2021 March 31, 2022 April 8, 2022 April 8, 2022 Interest rate 6 6.2 6 6 6 6 Collateral Unsecured Secured Unsecured Unsecured Unsecured Unsecured Balance - February 29, 2020 $— $46,888 $— $— $— $— $46,888 Proceeds 220,956 1 2 — 150,000 — — 1 2 — 370,956 Repayments — (8,591) — — — — (8,591) Balance - February 28, 2021 220,956 38,297 150,000 — — — 409,253 Proceeds 50,000 — — 25,000 4 50,000 3 50,000 5 175,000 Repayments — (7,838) (150,000) — — — (157,838) Balance - December 31, 2021 $270,956 $30,459 $ — $25,000 $50,000 $50,000 $426,415 1 - Debt is personally guaranteed by the Company’s Chief Executive Officer for up to $100,000. 2 - In consideration for the 6% Note, the Company issued the holder a five percent equity interest in the Company, an option to acquire an additional fifteen percent equity in the Company if the holder met certain sales goals (“Supplemental Incentive Interests”), and a personal guarantee for a minimum of $100,000 of the Note by the Company’s majority member and manager. 3 - In connection with the note, the Company issued 5,000 shares of Company's common stock having a fair value of $7,500 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. 4 - In connection with the note, the Company issued 2,500 shares of Company's common stock having a fair value of $3,750 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. 5 - In connection with the note, the Company issued 5,000 shares of Company's common stock having a fair value of $7,500 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. Pursuant to the 6% Note, the Company shall pay the holder interest only payments of $1,800 for the first three months, and thereafter shall pay $11,800 per month for months four to six, and $30,034 per month thereafter until maturity. As part of the Company’s overall capital initiatives, a bridge loan offering of up to a maximum of $300,000 was initiated to facilitate working capital and other expenses associated with the ongoing efforts to raise capital. A total of $125,000 was raised through this bridge loan offering from three investors, which will be paid back to the lenders upon subsequent capital raises in the aggregate of $500,000. An aggregate of 12,500 shares were issued to the lenders as part of this bridge loan offering, having a fair value of $18,750 ($1.50 per share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. On July 11, 2021, the Company and holder amended the terms of the original agreement follows: (i) the maturity date was extended from March 16, 2021 to March 16, 2022 or the date the Company completes the acquisition of D.S Raider, whichever comes sooner, (ii) the parties acknowledged there is no further Supplemental Incentive Interests as the goals were not met, and (iii) repayment of the 6% Note shall be paid by Company on or prior to the Maturity Date, as amended, in one balloon payment all existing defaults were waived; in exchange, the Lender waived all claims with respect to any breach, default or event of default of the Note. The Company executed short term loans for $ 39,550 17 39,550 Between January 18, 2021 and January 25, 2021, the Company entered into two unsecured convertible notes for an aggregate amount of $160,000 from two investors. The notes accrue interest at 5 35 2,842 |
Advances _ Related Party
Advances – Related Party | 10 Months Ended |
Dec. 31, 2021 | |
Advances Related Party | |
Advances – Related Party | Note 11 – Advances – Related Party During the ten months ended December 31, 2021, the majority shareholder was repaid a net amount $ 453,736 0 453,736 |
Commitments
Commitments | 10 Months Ended |
Dec. 31, 2021 | |
Disclosure Commitments Abstract | |
Commitments | Note 12 – Commitments Operating Lease Agreement On July 15, 2021, the Company renewed leased offices located in Kent, WA. The net monthly payment is $ 7,800 For the ten months ended December 31, 2021 and 2020, the Company recorded rent expense of $98,050 and $50,000, respectively. Rent expense is included as a component of general and administrative expenses on the accompanying consolidated statements of operations. Employment Agreements – Related Party On May 1, 2021, the Company entered into an employment agreement with its Chief Executive Officer. The initial term of the agreement is through May 1, 2022, at an annual salary of $250,000 with $75,000 first year bonus and a minimum of 30% raise after first year of employment. The Company will also pay up to $12,000 annually in expenses. At December 31, 2021, the Company has expensed $241,667 as a component of general and administrative expenses in the consolidated statements of operations. On November 18, 2021, the Company entered into an employment agreement with its Chief Operating Officer. The initial term of the agreement is through January 31, 2023, at an annual salary of $100,000 with 50,000 shares of common stock issued as a signing bonus. the Company issued 50,000 shares of its common stock to its Chief Operating Officer with a fair value of $50,000 ($1.00 per share) on the date of grant. On November 15, 2021, the Company entered into an employment agreement with its Chief Financial Officer. The initial term of the agreement is through February 1, 2021, at a salary of $48,000, with 50,000 shares of common stock to be issued. At February 1, 2022, the compensation will increase to $120,000. As of December 31, 2021, the Company issued 33,334 shares of its common stock to its Chief Financial Officer with a fair value of $33,334 ($1.00 per share) on the date of grant. Consulting Agreement – Third Parties On December 30, 2021, the Company entered into a consulting agreement. The agreements has a term of three (3) months. The Company will pay an aggregate $3,000 per month and 5,333 shares of Company’s common stock, having a fair value of $8,000 ($1.50 per share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. At December 31, 2021, the Company has expensed $11,000 as a component of general and administrative expenses in the consolidated statements of operations. |
Stockholders_ Deficit
Stockholders’ Deficit | 10 Months Ended |
Dec. 31, 2021 | |
Stockholders Deficit | |
Stockholders’ Deficit | Note 13 – Stockholders’ Deficit The Company has one (1) class of common stock: Common Stock - 250,000,000 - Par value - $ 0.0001 - Voting at 1 vote per share Equity Transactions – Ten Months Ended December 31, 2021 Stock Issued in Reverse Recapitalization On September 14, 2021, the Company issued 28,550,000 609,124 Stock and Warrants Issued for Cash The Company issued 1,463,334 1,440,001 1.00 1.50 95,001 The Company sold 2,500,000 units of equity securities for gross proceeds of $2,500,000 ($1.00 per share). Each unit consisted of one share of common stock and two fully vested warrants. In total, the Company issued 2,500,000 shares of common stock and 5,000,000 warrants. The warrants expire January 2023 4.50 As of the date of this report, no warrants have been exercised. Warrants Issued for Services The Company issued a fully vested five-year 100,000 949,934 Black-Scholes option pricing model on the grant date, using the following assumptions: Exercise price $ 2.50 Expected volatility 341.00 % Expected dividends 0 % Expected life in years 5 Risk-free interest rate 0.79 % The following is a summary of the Company’s warrants at December 31, 2021 and February 28, 2021: Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding and exercisable - February 28, 2021 — — — $ — Granted 5,100,000 $ 4.46 1.16 Exercised — $ — — Cancelled/Forfeited — $ — — Outstanding and exercisable - December 31, 2021 5,100,000 $ 4.46 1.16 $ 36,155,000 These warrants are considered a direct offering cost in connection with raising capital. As a result, the net effect on stockholders’ equity was $0. Stock Issued for Services and Debt Settlement The Company issued an aggregate 83,334 shares of its common stock to its Chief Financial Officer and Chief Operating Officer, having a fair value of $83,334 ($1/share). The Company issued 100,000 100,000 The Company issued 5,333 8,000 The Company issued 65,000 97,500 Cancellation of Common Stock In connection with the recapitalization in connection with the Merger, our majority shareholder, cancelled 1,300,000 0 |
Subsequent Events
Subsequent Events | 10 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events In January 2022, the Company closed an additional private placement offering in which it sold an aggregate of 63,334 1.50 95,001 On January 8, 2022, a Secured Convertible Promissory Note the Company’s subsidiary EZRaider LLC issued to Cooper DuBois, in the principal amount of $ 500,000 On February 7, 2022, a portion of the PPP loan was forgiven by the SBA. As a result, the Company will record a gain on debt forgiveness of the PPP loan in the amount of $ 12,489 The Company is currently conducting an additional private placement offering of up to $ 2,000,000 1.50 6,667 10,000 On March 15, 2022, the Company entered into amendments to certain unsecured 6% promissory notes (the "Amendments") with three investors and issued additional 12,500 July 8, 2022 On March 15, 2022, EZ Global and Konrad Koss entered into Amendment No. 2 to the 6% unsecured promissory note in the principal amount of $ 200,000 6 7.5 September 16, 2022 On March 15, 2022, EZ Global and Konrad Koss entered into Amendment No. 1 to the 6% unsecured promissory note in the principal amount of $ 50,000 6 7.5 September 16, 2022 Management has evaluated subsequent events through April 29, 2022, and determined that there are no other transactions that require additional accounting or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 10 Months Ended |
Dec. 31, 2021 | |
Summary Of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation These consolidated 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. |
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. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the ten months ended December 31, 2021 and 2020, include stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets. |
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. |
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. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. 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 receivable, and accounts payable and accrued expenses, are carried at historical cost. At December 31, 2021 and February 28, 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding 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 December 31, 2021 and February 28, 2021, the Company did not have any cash equivalents. |
Concentration of Credit Risks | Concentration of Credit Risks The Company at times has cash in banks in excess of FDIC insurance limits. At December 31, 2021 and February 28, 2021, the Company had approximately $ 115,000 0 |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made. Allowance for doubtful accounts was $ 69,591 0 For the ten months ended December 31, 2021 and 2020, the Company recorded bad debt expense of $ 69,591 0 |
Inventory | Inventory Inventory consists of components held for assembly and finished goods held for resale. Inventory is valued at lower of cost or net realizable value on a first-in, first-out basis. The Company’s policy is to record a reserve for technological obsolescence or slow-moving inventory items. The Company only carries finished goods to be shipped to customers. All existing inventory is considered current and usable. The Company recorded no reserve for slow-moving or obsolete inventory for the ten months ended as of December 31, 2021 and February 28, 2021. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Property and Equipment | Property and Equipment Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no impairment losses for the ten months ended December 31, 2021 and 2020. |
Paycheck Protection Program Loans | Paycheck Protection Program Loans The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, Debt. Debt is extinguished when either debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization | |
The Company has the following net deferred tax asset: | The Company has the following net deferred tax asset: As of As of As of Net operating loss carryforward 405,972 41,300 69,516 Valuation allowance (405,972 ) (41,300 ) (69,516 ) Net deferred tax assets $ — $ — $ — |
A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: As of As of As of Expected federal statutory rate -21 -21 -21 State Effect on tax rate, net of federal benefit 0 0 0 Change in valuation allowance 21 21 21 Income tax provision (benefit) 0 0 0 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
At December 31, 2021 and February 28, 2021, property and equipment, net, was as follows: | At December 31, 2021 and February 28, 2021, property and equipment, net, was as follows: Estimated Useful December 31, 2021 February 28, 2021 Lives (Years) Automobiles $ 115,684 $ 124,185 5 Camera equipment 16,493 7,993 5 132,177 132,178 Accumulated depreciation 50,758 28,447 Property and equipment - net $ 81,419 $ 103,731 |
Notes Payable - Related Party (
Notes Payable - Related Party (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Notes Payable - Related Party | |
The following represents a summary of the Company’s notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively | The following represents a summary of the Company’s notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively Terms Note Payable Issuance date of note September 25, 2020 Maturity date September 25, 2021 Interest rate 8 Collateral Unsecured Balance - February 29, 2020 $ — Proceeds 255,000 Balance - February 28, 2021 255,000 Repayments ( 255,000 ) Balance - December 31, 2021 $ — |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable | |
The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively: | The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively: Terms Notes Payable Notes Payable Total Issuance date of notes January 2021 January 1, 2021 Maturity dates February 2022 or the closing of the proposed acquisition of D.S. Raider LTD. March 16th, 2022 or the closing of the proposed acquisition of D.S. Raider LTD Interest rate 8 5 Collateral All assets Unsecured Conversion rate 35 35 Balance - February 29, 2020 $ — $ — $ — Proceeds 500,000 50,000 550,000 Balance - February 28, 2021 500,000 50,000 550,000 Proceeds — 50,000 50,000 Conversion of debt into equity - recapitalization — (100,000 ) (100,000 ) Balance - December 31, 2021 $ 500,000 $ — $ 500,000 |
Convertible Notes Payable _ R_2
Convertible Notes Payable – Related Party (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Convertible Notes Payable Related Party | |
The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively: | The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively: Convertible Terms Notes Payable - Related Party Issuance date of note January 2021 Maturity dates February 2022 or the closing of the proposed acquisition of D.S. Raider LTD. Interest rate 8 Collateral Unsecured Conversion rate 35 Balance - February 29, 2020 $ 20,000 Proceeds 40,000 Balance - February 28, 2021 60,000 Stock issued in connection with recapitalization (60,000 ) Balance - December 31, 2021 $ — |
Note Payable _ Government Loan
Note Payable – Government Loan (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Note Payable Government Loan | |
The following is a summary of the PPP loan: | The following is a summary of the PPP loan: PPP Terms SBA Issuance date of SBA loan May 2020 Maturity date April 2022 Interest rate 1 Collateral Unsecured Balance - February 29, 2020 $ — Gross proceeds 13,215 Balance - February 29, 2021 13,215 No activity - 2022 — Balance - December 31, 2021 $ 13,215 |
Loan Payable _ Other (Tables)
Loan Payable – Other (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Loan Payable Other | |
The following represents a summary of the Company’s loan payable – other and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively: | The following represents a summary of the Company’s loan payable – other and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively: Terms Notes Payable Note Payable Note Payable Note Payable Note Payable Note Payable Total Issuance date of notes March 2020 January 2020 November 2020 December 1, 2021 December 9, 2021 December 9, 2021 Maturity dates March 2022 January 2025 November 2021 March 31, 2022 April 8, 2022 April 8, 2022 Interest rate 6 6.2 6 6 6 6 Collateral Unsecured Secured Unsecured Unsecured Unsecured Unsecured Balance - February 29, 2020 $— $46,888 $— $— $— $— $46,888 Proceeds 220,956 1 2 — 150,000 — — 1 2 — 370,956 Repayments — (8,591) — — — — (8,591) Balance - February 28, 2021 220,956 38,297 150,000 — — — 409,253 Proceeds 50,000 — — 25,000 4 50,000 3 50,000 5 175,000 Repayments — (7,838) (150,000) — — — (157,838) Balance - December 31, 2021 $270,956 $30,459 $ — $25,000 $50,000 $50,000 $426,415 1 - Debt is personally guaranteed by the Company’s Chief Executive Officer for up to $100,000. 2 - In consideration for the 6% Note, the Company issued the holder a five percent equity interest in the Company, an option to acquire an additional fifteen percent equity in the Company if the holder met certain sales goals (“Supplemental Incentive Interests”), and a personal guarantee for a minimum of $100,000 of the Note by the Company’s majority member and manager. 3 - In connection with the note, the Company issued 5,000 shares of Company's common stock having a fair value of $7,500 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. 4 - In connection with the note, the Company issued 2,500 shares of Company's common stock having a fair value of $3,750 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. 5 - In connection with the note, the Company issued 5,000 shares of Company's common stock having a fair value of $7,500 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Stockholders Deficit | |
Black-Scholes option pricing model on the grant date, using the following assumptions: | The Company issued a fully vested five-year 100,000 949,934 Black-Scholes option pricing model on the grant date, using the following assumptions: Exercise price $ 2.50 Expected volatility 341.00 % Expected dividends 0 % Expected life in years 5 Risk-free interest rate 0.79 % |
The following is a summary of the Company’s warrants at December 31, 2021 and February 28, 2021: | The following is a summary of the Company’s warrants at December 31, 2021 and February 28, 2021: Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding and exercisable - February 28, 2021 — — — $ — Granted 5,100,000 $ 4.46 1.16 Exercised — $ — — Cancelled/Forfeited — $ — — Outstanding and exercisable - December 31, 2021 5,100,000 $ 4.46 1.16 $ 36,155,000 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ 2,198,522 | $ 2,198,522 | $ 151,122 | $ 196,669 | $ 339,527 |
Net cash used in operations | 257,406 | 257,406 | $ 124,597 | 168,328 | 402,487 |
Accumulated deficit | 2,794,792 | 2,794,792 | 596,270 | ||
Stockholders deficit | 2,064,724 | 2,064,724 | (593,463) | $ (643,995) | |
Working capital deficit | 1,866,695 | 1,866,695 | |||
Cash on hand | 365,800 | $ 365,800 | $ 40,598 | ||
Amount of sale of common stock - related parties | $ (3,940,001) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | |
Summary Of Significant Accounting Policies | |||
Concertation of credit risk | $ 115,000 | $ 0 | |
Allowance for doubtful accounts | 69,591 | $ 0 | |
Bad debt expense | $ 69,591 | $ 0 |
The Company has the following n
The Company has the following net deferred tax asset: (Details) - USD ($) | Dec. 31, 2021 | Feb. 28, 2021 | Feb. 29, 2020 |
Reverse Recapitalization | |||
Net operating loss carryforward | $ 405,972 | $ 41,300 | $ 69,516 |
Valuation allowance | (405,972) | (41,300) | (69,516) |
Net deferred tax assets |
A reconciliation of the statuto
A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: (Details) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Feb. 28, 2021 | Feb. 28, 2020 | |
Reverse Recapitalization | |||
Federal statutory rates | (21.00%) | (21.00%) | (21.00%) |
State statutory rates | 0.00% | 0.00% | 0.00% |
Federal statutory rates | 21.00% | 21.00% | 21.00% |
State statutory rates | 0.00% | 0.00% | 0.00% |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details Narrative) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | |||
May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Feb. 28, 2021 | Sep. 14, 2021 | |
Principal amount of loan | $ 2,000,000 | |||||
Interest on loan | 5.00% | |||||
Accrued interest | $ 2,015,493 | |||||
Deferred revenue | $ 912,464 | $ 912,464 | $ 21,275 | |||
Advertising cost | 75,000 | $ 19,024 | ||||
Net operating loss carry forward | 2,460,896 | $ 2,460,896 | ||||
Increase in valuation allowance | $ 364,671 | |||||
Common Stock [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 3,963,335 | 1,000,000 | ||||
Common Stock [Member] | Shareholders [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 28,550,000 |
At December 31, 2021 and Februa
At December 31, 2021 and February 28, 2021, property and equipment, net, was as follows: (Details) - USD ($) | 10 Months Ended | |
Dec. 31, 2021 | Feb. 28, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 132,177 | $ 132,178 |
Accumulated depreciation | 50,758 | 28,447 |
Property and equipment - net | 81,419 | 103,731 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 115,684 | 124,185 |
Useful Lives (Years) | 5 years | |
Camera Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 16,493 | $ 7,993 |
Useful Lives (Years) | 5 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense | $ 22,312 | $ 22,312 | $ 31,169 | $ 31,169 | $ 35,293 |
Securities (Details Narrative)
Securities (Details Narrative) - USD ($) | 10 Months Ended | |
Dec. 31, 2021 | Feb. 28, 2021 | |
Related Party Transaction [Line Items] | ||
Share price | $ 50 | |
Cost of equity | $ 3,850,000 | |
D S Raider Ltd [Member] | ||
Related Party Transaction [Line Items] | ||
Deposite converted in shares | shares | 295,947 | |
Payments for Purchase of Other Assets | $ 800,000 | |
Cost of equity | 800,000 | |
D S Raider Ltd [Member] | Share Purchase Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Deposite paid | 3,850,000 | |
E Z Raider Ltd [Member] | Share Purchase Agreement [Member] | ||
Related Party Transaction [Line Items] | ||
Deposite paid | $ 1,600,000 |
The following represents a summ
The following represents a summary of the Company’s notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | |
Schedule of Capitalization, Long-Term Debt [Line Items] | |||||
Begnning balance | $ 259,253 | $ 46,888 | |||
Proceeds | $ 167,163 | $ 213,423 | 265,579 | $ 46,888 | |
Ending balance | $ 426,415 | $ 426,415 | 259,253 | 46,888 | |
Note Payable 6 [Member] | |||||
Schedule of Capitalization, Long-Term Debt [Line Items] | |||||
Issuance date of note | Sep. 25, 2020 | ||||
Maturity date | Sep. 25, 2021 | ||||
Interest rate | 8.00% | 8.00% | |||
Collateral | Unsecured | ||||
Begnning balance | $ 255,000 | 0 | |||
Proceeds | 255,000 | ||||
Repayments | 255,000 | ||||
Ending balance | $ 255,000 | $ 0 |
The following represents a su_2
The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively: (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Feb. 28, 2021 | |
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||
Begnning balance | $ 550,000 | |
Proceeds | 50,000 | 550,000 |
Conversion of debt into equity - recapitalization | 100,000 | |
Ending balance | 500,000 | 550,000 |
Stock issued in connection with recapitalization | $ 3,940,001 | 50,000 |
Notes Payable [Member] | ||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||
Issuance date of note | January 2021 | |
Maturity date | February 2022 or the closing of the proposed acquisition of D.S. Raider LTD. | |
Interest rate | 8.00% | |
Collateral | All assets | |
Conversion rate | 35.00% | |
Begnning balance | $ 500,000 | |
Proceeds | 500,000 | |
Conversion of debt into equity - recapitalization | ||
Ending balance | $ 500,000 | 500,000 |
Notes Payable One [Member] | ||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||
Issuance date of note | January 1, 2021 | |
Maturity date | March 16th, 2022 or the closing of the proposed acquisition of D.S. Raider LTD | |
Interest rate | 5.00% | |
Collateral | Unsecured | |
Conversion rate | 35.00% | |
Begnning balance | $ 50,000 | |
Proceeds | 50,000 | 50,000 |
Conversion of debt into equity - recapitalization | (100,000) | |
Ending balance | 50,000 | |
Convertible Notes Payable Related Party [Member] | ||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||
Issuance date of note | January 2021 | |
Maturity date | February 2022 or the closing of the proposed acquisition of D.S. Raider LTD. | |
Interest rate | 8.00% | |
Conversion rate | 35.00% | |
Proceeds | 40,000 | |
Collateral | Unsecured | |
Begnning balance | $ 60,000 | 20,000 |
Stock issued in connection with recapitalization | (60,000) | |
Ending balance | $ 60,000 |
The following is a summary of t
The following is a summary of the PPP loan: (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Feb. 28, 2021 | |
Related Party Transaction [Line Items] | ||
Begnning balance | $ 259,253 | $ 46,888 |
Gross proceeds | 50,000 | 550,000 |
Ending balance | $ 426,415 | 259,253 |
Payroll Protection Program [Member] | ||
Related Party Transaction [Line Items] | ||
Issuance date of SBA loan | May 2020 | |
Maturity date | April 2022 | |
Interest rate | 1.00% | |
Collateral | Unsecured | |
Begnning balance | $ 13,215 | 0 |
Gross proceeds | 13,215 | |
Ending balance | $ 13,215 | $ 13,215 |
Note Payable _ Government Loa_2
Note Payable – Government Loan (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | |
Schedule of Capitalization, Long-Term Debt [Line Items] | |||
Amount executed | $ 426,415 | $ 259,253 | $ 46,888 |
Forgiveness of advances | 12,489 | ||
Payroll Protection Program [Member] | |||
Schedule of Capitalization, Long-Term Debt [Line Items] | |||
Amount executed | 13,215 | $ 13,215 | $ 0 |
Forgiveness of advances | 12,489 | ||
Forgiveness of advances | 216 | ||
Promissory Note [Member] | Payroll Protection Program [Member] | |||
Schedule of Capitalization, Long-Term Debt [Line Items] | |||
Amount executed | $ 13,215 |
The following represents a su_3
The following represents a summary of the Company’s loan payable – other and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively: (Details) - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Dec. 31, 2021 | Feb. 28, 2021 | ||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||
Begnning balance | $ 259,253 | $ 259,253 | $ 46,888 | |
Proceeds | 175,000 | 370,956 | [1],[2] | |
Repayments | (157,838) | (8,591) | ||
Ending balance | $ 426,415 | 259,253 | ||
Loans Payable [Member] | ||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||
Issuance date of notes | March 2020 | |||
Debt Instrument, Maturity Date, Description | March 2022 | |||
Interest rate | 6.00% | |||
Debt Instrument, Collateral | Unsecured | |||
Begnning balance | $ 220,956 | $ 220,956 | 0 | |
Proceeds | 50,000 | 220,956 | [1],[2] | |
Repayments | ||||
Ending balance | $ 270,956 | 220,956 | ||
Loans Payable One [Member] | ||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||
Issuance date of notes | January 2020 | |||
Debt Instrument, Maturity Date, Description | January 2025 | |||
Interest rate | 6.20% | |||
Debt Instrument, Collateral | Secured | |||
Begnning balance | $ 38,297 | $ 38,297 | 46,888 | |
Proceeds | [1],[2] | |||
Repayments | (7,838) | (8,591) | ||
Ending balance | $ 30,459 | 38,297 | ||
Loans Payable Two [Member] | ||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||
Issuance date of notes | November 2020 | |||
Debt Instrument, Maturity Date, Description | November 2021 | |||
Interest rate | 6.00% | |||
Debt Instrument, Collateral | Unsecured | |||
Begnning balance | $ 150,000 | $ 150,000 | 0 | |
Proceeds | 150,000 | [1],[2] | ||
Repayments | (150,000) | |||
Ending balance | 150,000 | |||
Loans Payable Three [Member] | ||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||
Issuance date of notes | December 1, 2021 | |||
Debt Instrument, Maturity Date, Description | March 31, 2022 | |||
Interest rate | 6.00% | |||
Debt Instrument, Collateral | Unsecured | |||
Begnning balance | 0 | |||
Proceeds | 25,000 | [1],[2] | ||
Repayments | ||||
Ending balance | $ 25,000 | |||
Loans Payable Four [Member] | ||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||
Issuance date of notes | December 9, 2021 | |||
Debt Instrument, Maturity Date, Description | April 8, 2022 | |||
Interest rate | 6.00% | |||
Debt Instrument, Collateral | Unsecured | |||
Begnning balance | 0 | |||
Proceeds | 50,000 | [1],[2] | ||
Repayments | ||||
Ending balance | $ 50,000 | |||
Loans Payable Five [Member] | ||||
Transfer of Financial Assets Accounted for as Sales [Line Items] | ||||
Issuance date of notes | December 9, 2021 | |||
Debt Instrument, Maturity Date, Description | April 8, 2022 | |||
Interest rate | 6.00% | |||
Debt Instrument, Collateral | Unsecured | |||
Begnning balance | 0 | |||
Proceeds | 50,000 | [1],[2] | ||
Repayments | ||||
Ending balance | $ 50,000 | |||
[1] | - Debt is personally guaranteed by the Company’s Chief Executive Officer for up to $100,000. | |||
[2] | - In consideration for the 6% Note, the Company issued the holder a five percent equity interest in the Company, an option to acquire an additional fifteen percent equity in the Company if the holder met certain sales goals (“Supplemental Incentive Interests”), and a personal guarantee for a minimum of $100,000 of the Note by the Company’s majority member and manager. |
Loan Payable _ Other (Details N
Loan Payable – Other (Details Narrative) - USD ($) | Jul. 11, 2021 | Dec. 31, 2021 |
Loan Payable Other | ||
Description of maturity | the Company shall pay the holder interest only payments of $1,800 for the first three months, and thereafter shall pay $11,800 per month for months four to six, and $30,034 per month thereafter until maturity. | |
Description of agreement | the Company and holder amended the terms of the original agreement follows: (i) the maturity date was extended from March 16, 2021 to March 16, 2022 or the date the Company completes the acquisition of D.S Raider, whichever comes sooner, (ii) the parties acknowledged there is no further Supplemental Incentive Interests as the goals were not met, and (iii) repayment of the 6% Note shall be paid by Company on or prior to the Maturity Date, as amended, in one balloon payment all existing defaults were waived; in exchange, the Lender waived all claims with respect to any breach, default or event of default of the Note. | |
Short term loans | $ 39,550 | |
Interest accrued | 17.00% | |
Notes accrue interest | 5.00% | |
Discount to price of financing | 35.00% | |
Accrued interest | $ 2,842 |
Advances _ Related Party (Detai
Advances – Related Party (Details Narrative) - USD ($) | 10 Months Ended | |
Dec. 31, 2021 | Feb. 28, 2021 | |
Advances Related Party | ||
Advance net amount | $ 453,736 | |
Loan baalance | $ 0 | $ 453,736 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Nov. 18, 2021 | Nov. 18, 2021 | Nov. 15, 2021 | Jul. 15, 2021 |
Operating Lease Agreement Related Party [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Office space monthly rate | $ 7,800 | |||
Employment Agreements Related Party [Member] | Chief Operating Officer [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Description of termination | The initial term of the agreement is through January 31, 2023, at an annual salary of $100,000 with 50,000 shares of common stock issued as a signing bonus. | The initial term of the agreement is through February 1, 2021, at a salary of $48,000, with 50,000 shares of common stock to be issued. | ||
Employment Agreements Related Party [Member] | Chief Operating Officer [Member] | Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Description of termination | the Company issued 50,000 shares of its common stock to its Chief Operating Officer with a fair value of $50,000 ($1.00 per share) on the date of grant. | At February 1, 2022, the compensation will increase to $120,000. As of December 31, 2021, the Company issued 33,334 shares of its common stock to its Chief Financial Officer with a fair value of $33,334 ($1.00 per share) on the date of grant. |
Black-Scholes option pricing mo
Black-Scholes option pricing model on the grant date, using the following assumptions: (Details) | 9 Months Ended |
Nov. 30, 2021$ / shares | |
Stockholders Deficit | |
Exercise price | $ 2.50 |
Expected volatility | 341.00% |
Expected dividends | 0.00% |
Expected life in years | 5 years |
Risk-free interest rate | 0.79% |
The following is a summary of_2
The following is a summary of the Company’s warrants at December 31, 2021 and February 28, 2021: (Details) - Warrant [Member] | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Outstanding and exercisable - February 28, 2021 | |
Outstanding and exercisable - February 28, 2021 | $ / shares | |
Granted | 5,100,000 |
Granted | $ / shares | $ 4.46 |
Warrants outstanding, weighted average remaining contractual life (Years) | 1 year 1 month 27 days |
Cancelled/Forfeited | |
Outstanding and exercisable - December 31, 2021 | 5,100,000 |
Outstanding and exercisable - December 31, 2021 | $ / shares | $ 4.46 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 1 month 27 days |
Warrants outstanding, aggregate intrinsic value | $ | $ 36,155,000 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 8 Months Ended | 9 Months Ended | 10 Months Ended | |
Nov. 10, 2021 | Nov. 30, 2021 | Dec. 31, 2021 | Feb. 28, 2021 | |
Common stock, authorized | 250,000,000 | 41,479,502 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock voting rights | Voting at 1 vote per share | |||
Stock issued for cash | $ 1,440,001 | |||
Exercise price | $ 2.50 | |||
Settlement of accounts payable (in shares) | 100,000 | |||
Settlement of accounts payable | $ 100,000 | |||
Cancellation of shares (in shares) | 1,300,000 | |||
Stock cancellation | $ 0 | |||
Chief Executive Officer [Member] | ||||
Description of common stock aggregate | Company issued an aggregate 83,334 shares of its common stock to its Chief Financial Officer and Chief Operating Officer, having a fair value of $83,334 ($1/share). | |||
Common Stock [Member] | ||||
Recapitalization | 28,550,000 | |||
Stock issued for cash (in shares) | 65,000 | 5,333 | ||
Stock issued for cash | $ 97,500 | $ 8,000 | ||
Reverse recapitalization shares issue | 95,001 | |||
Common Stock [Member] | Warrant [Member] | ||||
Stock issued for cash (in shares) | 1,463,334 | |||
Common Stock [Member] | Maximum [Member] | ||||
Recapitalization | $ 609,124 | |||
Common stock issued, per share | $ 1.50 | |||
Common Stock [Member] | Minimum [Member] | ||||
Common stock issued, per share | $ 1 | |||
Warrant [Member] | ||||
Warrants expire date | January 2023 | |||
Exercise price | $ 4.50 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 15, 2022 | Feb. 07, 2022 | Jan. 08, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2021 |
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Value, New Issues | $ 3,940,001 | $ 50,000 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of shares | 12,500 | |||||
Extinguishment of Debt, Gain (Loss), Net of Tax | $ 12,489 | |||||
Maturity date | Jul. 8, 2022 | |||||
Subsequent Event [Member] | Amendment Two [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of shares | 200,000 | |||||
Maturity date | Sep. 16, 2022 | |||||
Subsequent Event [Member] | Amendment Two [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||
Subsequent Event [Member] | Amendment Two [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | |||||
Subsequent Event [Member] | Amendment One [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of shares | 50,000 | |||||
Maturity date | Sep. 16, 2022 | |||||
Subsequent Event [Member] | Amendment One [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||
Subsequent Event [Member] | Amendment One [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | |||||
Subsequent Event [Member] | Dubois [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of shares | 500,000 | |||||
Private Placement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock issued for cash (in shares) | 6,667 | 63,334 | ||||
Common stock price per share | $ 1.50 | $ 1.50 | ||||
Gross proceeds | $ 95,001 | |||||
Stock Issued During Period, Value, New Issues | $ 2,000,000 | |||||
Proceeds from Issuance of Common Stock | $ 10,000 |