Cover
Cover - USD ($) | 12 Months Ended | ||
Feb. 28, 2020 | Jun. 15, 2020 | Aug. 31, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | flooidCX Corp. | ||
Entity Central Index Key | 0001609988 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --02-28 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Feb. 28, 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 163,133,318 | ||
Entity Public Float | $ 7,759,886 | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 29, 2020 | Feb. 28, 2019 |
ASSETS | ||
Cash | $ 32,025 | $ 5,517 |
Accounts receivable | 16,875 | 0 |
Prepaid expenses and deposits | 18,312 | 18,458 |
Total Current Assets | 67,212 | 23,975 |
Property and equipment (Note 3) | 18,423 | 25,009 |
Operating lease right-of-use asset (Note 4) | 39,138 | 0 |
Total Assets | 124,773 | 48,984 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 167,383 | 121,300 |
Operating lease liability (Note 4) | 39,138 | 0 |
Loans payable (Note 5) | 2,550,646 | 2,526,650 |
Due to related party (Note 6) | 725,547 | 633,060 |
Total Liabilities | 3,482,714 | 3,281,010 |
Nature of Operations and Continuance of Business (Note 1) | 0 | 0 |
Commitments (Note 11) | 0 | 0 |
Subsequent Event (Note 13) | 0 | 0 |
Stockholders' Deficit | ||
Preferred stock, 20,000,000 shares authorized, $0.001 par value 1,000,000 shares issued and outstanding | 1,000 | 1,000 |
Common stock, 300,000,000 shares authorized, $0.001 par value 163,133,318 and 136,353,318 shares issued and outstanding, respectively | 163,133 | 136,353 |
Common stock issuable | 310 | 10,000 |
Additional paid-in capital | 50,881,981 | 48,250,116 |
Accumulated other comprehensive income | 285,988 | 255,023 |
Deficit | (54,690,353) | (51,884,518) |
Total Stockholders' Deficit | (3,357,941) | (3,232,026) |
Total Liabilities and Stockholders' Deficit | $ 124,773 | $ 48,984 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Feb. 29, 2020 | Feb. 28, 2019 |
Stockholders' Deficit | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 163,133,318 | 136,353,318 |
Common stock, shares outstanding | 163,133,318 | 136,353,318 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Consolidated Statements of Operations and Comprehensive Loss | ||
Revenue | $ 46,875 | $ 0 |
Expenses | ||
General and administrative (Note 5) | 930,558 | 528,709 |
Research and development (Note 5) | 1,873,152 | 785,458 |
Total expenses | 2,803,710 | 1,314,167 |
Loss before other expense | (2,756,835) | (1,314,167) |
Other expense | ||
Loss on settlement of debt (Note 7) | (49,000) | 0 |
Net loss for the year | (2,805,835) | (1,314,167) |
Other comprehensive income (loss) | ||
Foreign currency translation gain | 30,965 | 104,665 |
Comprehensive loss for the year | $ (2,774,870) | $ (1,209,502) |
Net loss per share, basic and diluted | $ (0.02) | $ (0.01) |
Weighted average number of shares outstanding | 148,348,373 | 135,150,756 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Deficit - USD ($) | Total | Preferred Stock | Common Stock | Common Stock Issuable [Member] | Additional Paid-In Capital | Accumulated other comprehensive Income | Deficit [Member] |
Balance, shares at Feb. 28, 2018 | 1,000,000 | 132,883,504 | |||||
Balance, amount at Feb. 28, 2018 | $ (2,944,460) | $ 1,000 | $ 132,884 | $ 11,249 | $ 47,330,400 | $ 150,358 | $ (50,570,351) |
Shares issued pursuant to share exchange agreement, shares | 1,249,100 | ||||||
Shares issued pursuant to share exchange agreement, amount | 0 | $ 0 | $ 1,249 | (1,249) | 0 | 0 | 0 |
Shares issued for cash, shares | 1,785,714 | ||||||
Shares issued for cash, amount | 625,000 | $ 0 | $ 1,785 | 0 | 623,215 | 0 | 0 |
Shares issued pursuant to settlement of accounts payable, shares | 435,000 | ||||||
Shares issued pursuant to settlement of accounts payable, amount | 93,482 | $ 0 | $ 435 | 0 | 93,047 | 0 | 0 |
Fair value of stock options granted | 203,454 | 0 | 0 | 0 | 203,454 | 0 | 0 |
Foreign exchange translation gain | 104,665 | 0 | 0 | 0 | 0 | 104,665 | 0 |
Net loss for the year | (1,314,167) | $ 0 | $ 0 | 0 | 0 | 0 | (1,314,167) |
Balance, shares at Feb. 28, 2019 | 1,000,000 | 136,353,318 | |||||
Balance, amount at Feb. 28, 2019 | (3,232,026) | $ 1,000 | $ 136,353 | 10,000 | 48,250,116 | 255,023 | (51,884,518) |
Shares issued pursuant to share exchange agreement, shares | 10,000,000 | ||||||
Shares issued pursuant to share exchange agreement, amount | 0 | $ 0 | $ 10,000 | (10,000) | 0 | 0 | 0 |
Shares issued for cash, shares | 10,780,000 | ||||||
Shares issued for cash, amount | 576,500 | $ 0 | $ 10,780 | 0 | 565,720 | 0 | 0 |
Fair value of stock options granted | 1,666,647 | 0 | 0 | 0 | 1,666,647 | 0 | 0 |
Foreign exchange translation gain | 30,965 | 0 | 0 | 0 | 0 | 30,965 | 0 |
Net loss for the year | (2,805,835) | $ 0 | $ 0 | 0 | 0 | 0 | (2,805,835) |
Fair value of shares issued pursuant to settlement of loans payable, shares | 3,500,000 | ||||||
Fair value of shares issued pursuant to settlement of loans payable, amount | 224,000 | $ 0 | $ 3,500 | 0 | 220,500 | 0 | 0 |
Fair value of shares issued for services, shares | 2,500,000 | ||||||
Fair value of shares issued for services, amount | 181,808 | $ 0 | $ 2,500 | 310 | 178,998 | 0 | 0 |
Balance, shares at Feb. 29, 2020 | 1,000,000 | 163,133,318 | |||||
Balance, amount at Feb. 29, 2020 | $ (3,357,941) | $ 1,000 | $ 163,133 | $ 310 | $ 50,881,981 | $ 285,988 | $ (54,690,353) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Operating Activities | ||
Net loss for the year | $ (2,805,835) | $ (1,314,167) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 7,629 | 11,866 |
Loss on settlement of debt | 49,000 | 0 |
Shares issued for services | 181,808 | 0 |
Stock-based compensation | 1,666,647 | 203,454 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (16,875) | 0 |
Prepaid expenses and deposits | 146 | 9,302 |
Accounts payable and accrued liabilities | 46,083 | (1,376) |
Due to related party | 92,487 | (1,521) |
Net Cash Used In Operating Activities | (778,910) | (1,092,442) |
Investing Activities | ||
Purchase of property and equipment | (1,453) | (4,757) |
Net Cash Used in Investing Activities | (1,453) | (4,757) |
Financing Activities | ||
Proceeds from loans payable | 438,828 | 412,606 |
Repayment of loans payable | (160,499) | (3,993) |
Proceeds from issuance of common stock | 576,500 | 625,000 |
Net Cash Provided by Financing Activities | 854,829 | 1,033,613 |
Effect of Foreign Exchange Rate Changes on Cash | (47,958) | 45,024 |
Change in Cash | 26,508 | (18,562) |
Cash, Beginning of Year | 5,517 | 24,079 |
Cash, End of Year | 32,025 | 5,517 |
Non-cash Investing and Financing Activities: | ||
Right-of-use asset under operating lease | 59,189 | 0 |
Shares issued to settle loans payable | 224,000 | 0 |
Shares issued to settle accounts payable | 0 | 93,482 |
Supplemental Disclosures: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 12 Months Ended |
Feb. 29, 2020 | |
Nature of Operations and Continuance of Business | |
Note 1 - Nature of Operations and Continuance of Business | flooidCX Corp. (formerly Gripevine, Inc. and Baixo Relocation Services, Inc.) (the “Company”) was incorporated in the state of Nevada on January 7, 2014. The Company is in the business of developing and building an online resolution platform. On May 17, 2019, the Company and Resolution 1, Inc. (“R1”) and the shareholders of R1 who collectively own 100% of R1 entered into and consummated transactions pursuant to a Share Exchange Agreement (the “Agreement”), whereby the Company agreed to issue to the R1 shareholders an aggregate of 10,000,000 shares of its common stock in exchange for 100% of the equity interests of R1 held by the R1 shareholders. As a result of the Agreement, R1 became a wholly owned subsidiary of the Company. As a result of the Agreement, the acquisition transaction was accounted for as a common control transaction in accordance with the Financial Accounting Standards Board (“FASB”) (Accounting Standard Codification (“ASC”) 805-50, Business Combinations – Common control transactions). The Company evaluated the guidance contained in ASC 805-50 with respect to the combinations among entities or businesses under common control and concluded that since the majority shareholders of the Company and R1 are the same, this was a common control transaction and did not result in a change in control at the ultimate parent or the controlling shareholder level. Consequently, common control transactions are not accounted for at fair value. Rather, common control transactions are generally accounted for at the carrying amount of the net assets or equity interests transferred. Any differences between the proceeds received or transferred and the carrying amounts of the net assets are considered equity transactions that would be eliminated in consolidation, and no gain or loss would be recognized in the consolidated financial statements of the ultimate parent. As a result, the financial position and the results of operations of the Company and R1 were consolidated together as if they were operating as one entity from the beginning. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company is not currently determinable, but management continues to monitor the situation. These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, creditors, and related parties, and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at February 29, 2020, the Company has a working capital deficit of $3,415,502 and has an accumulated deficit of $54,690,353 since inception. Furthermore, during the year ended February 29, 2020, the Company used $778,910 in operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Feb. 29, 2020 | |
Significant Accounting Policies | |
Note 2 - Significant Accounting Policies | (a) Basis of Presentation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and the following entities: MBE Holdings Inc. Wholly-owned subsidiary Resolution 1, Inc. Wholly-owned subsidiary All inter-company balances and transactions have been eliminated. (b) Reclassifications Certain of the prior year figures have been reclassified to conform to the current year’s presentation. (c) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. (d) Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to collectability of accounts receivable, the useful lives and recoverability of equipment, incremental borrowing rate used to calculate lease liabilities, fair value of stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (e) Accounts Receivable The Company establishes an allowance for doubtful accounts based on the age of the receivable and the specific identification of receivables the Company considers at risk. As at February 29, 2020, there is no allowance for doubtful accounts. The Company’s accounts receivable balance is 100% owed by one customer. (f) Property and Equipment Property and equipment is recorded at cost. Depreciation is recorded at the following annual rates: Computer equipment 20% – declining balance method Furniture and equipment 55% – declining balance method (g) Impairment of Long-lived Assets The Company reviews long-lived assets such as property and equipment and intangible assets with finite useful lives for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset. (h) Financial Instruments and Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, loans payable, and amounts due to related parties. The following table represents assets and liabilities that are measured and recognized at fair value as of February 29, 2020, on a recurring basis: Level 1 $ Level 2 $ Level 3 $ Cash 32,025 – – The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. (i) Lease In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The standard states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASU 2016-02 on March 1, 2019, using the transition relief to the modified retrospective approach, presenting prior year information based on the previous standard. In addition, the Company elected the transition package of three practical expedients permitted under the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The adoption of ASU 2016-02 did not have a material impact on the Company’s consolidated balance sheets, results of operations, or cash flows. At the lease commencement date, right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. If an interest rate is not explicit in a lease, the Company utilizes its incremental borrowing rate for a period that closely matches the lease term. The Company has elected not to recognize ROU assets and lease liabilities for leases with a lease term of less than 12 months, (j) Revenue Recognition Under ASC 606, “ Revenue from Contracts with Customers” 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 in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Revenue Service Type The Company has one revenue source – developing and building online resolution platforms. The Company recognized revenue over time by measuring its progress toward complete satisfaction of the performance obligation. During the year ended February 29, 2020, 100% of the revenue recognized was from one customer. (k) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. The Company has not recorded any amounts pertaining to uncertain tax positions. (l) Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. The functional currency of MBE and Resolution 1 is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of MBE and Resolution 1 are translated to United States dollars using the current rate method. Accordingly, assets and liabilities are translated into United States dollars at the period-end exchange rate while revenue and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income. (m) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. (n) Research and Development Research and development costs are charged as operating expenses as incurred. (o) Loss Per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at February 29, 2020, the Company had 18,256,500 (February 28, 2019 – 23,981,500) potentially dilutive shares outstanding. (p) Comprehensive Loss Comprehensive loss consists of net loss and other related gains and losses affecting stockholders’ equity that are excluded from net income or loss. As at February 29, 2020 and February 28, 2019, comprehensive loss includes cumulative translation adjustments for changes in foreign currency exchange rates during the period. (q) Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2022. The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Feb. 29, 2020 | |
Property and Equipment | |
Note 3 - Property and Equipment | As at February 29, 2020 $ As at February 28, 2019 $ Computer equipment 37,786 37,377 Furniture and equipment 36,651 37,067 Total 74,437 74,444 Less: accumulated depreciation (56,014 ) (49,435 ) Net carrying value 18,423 25,009 |
Leases
Leases | 12 Months Ended |
Feb. 29, 2020 | |
Leases | |
Note 4 - Leases | Upon adoption of ASC 842 on March 1, 2019, the Company had 10 months remaining on its premises lease and elected an accounting policy that allows it to forgo applying the recognition requirements in ASC 842 to short-term leases. On September 1, 2019, the Company entered into an agreement to extend its premises lease term expiry date from December 31, 2019 to December 31, 2020. The modification did not grant an additional right of use to the Company. Effective September 1, 2019, the Company reassessed the classification of the lease and measured the lease liability and ROU asset on the basis of the 16 month remaining lease term, 16 remaining payments, and its incremental borrowing rate of 27.5%. 2020 2019 Components of lease expense were as follows: Operating lease cost 26,864 – Supplemental cash flow information related to leases was as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 6,813 – Right-of-use asset obtained in exchange for lease obligation: Operating leases 59,189 – Supplemental balance sheet information related to leases was as follows: Operating Leases Operating lease right-of-use assets 39,138 – Operating lease liabilities 39,138 – Maturities of lease liabilities are as follows: Operating Leases Year Ending February 28, 2021 44,773 – Total lease payments 44,773 – Less imputed interest (5,162 ) – Total 39,611 – |
Loans Payable
Loans Payable | 12 Months Ended |
Feb. 29, 2020 | |
Loans Payable | |
Note 5 - Loans Payable | (a) As at February 29, 2020, the Company owed $2,112,229 (February 28, 2019 – $2,178,073) which is non-interest bearing, unsecured, and due on demand. Refer to Note 7(e). (b) As at February 29, 2020, the Company owed $438,417 (February 28, 2019 – $348,577) which is unsecured, non-interest bearing, unsecured, and due on demand. Refer to Note 7(f). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Feb. 29, 2020 | |
Related Party Transactions | |
Note 6 - Related Party Transactions | (a) As at February 29, 2020, the Company owed $725,547 (February 28, 2019 – $633,060) to the President of the Company which is unsecured, non-interest bearing, and due on demand. (b) During the year ended February 29, 2020, the Company incurred $181,032 (February 28, 2019 – $186,706) in research and development fees to the President of the Company. (c) During the year ended February 29, 2020, the Company incurred $38,108 (February 28, 2019 – $38,802) in research and development fees to the Chief Operating Officer of the Company. (d) During the year ended February 29, 2020, the Company incurred $23,383 (February 28, 2019 - $36,109) in administrative fees included in general and administrative to the office manager who is also the spouse of the President of the Company. (e) During the year ended February 29, 2020, the Company recognized stock-based compensation of $1,675,955 (February 28, 2019 - $87,645) to the President, spouse of the President, and Chief Operating Officer (“COO”) of the Company. |
Common Stock
Common Stock | 12 Months Ended |
Feb. 29, 2020 | |
Common Stock | |
Note 7 - Common Stock | Common stock issued during the year ended February 29, 2020: (a) On May 17, 2019, the Company issued the 10,000,000 shares of common stock pursuant to the Resolution 1 Agreement. (b) During the year ended February 29, 2020, the Company issued 10,530,000 shares of common stock at $0.05 per share for proceeds of $526,500. (c) On July 25, 2019, the Company issued 250,000 shares of common stock at a price of $0.20 per share for proceeds of $50,000. (d) On October 11, 2019, the Company issued 2,500,000 shares of common stock with a fair value of $172,500 for financial advisory and investment bank services to be provided. (e) On November 4, 2019, the Company issued 1,500,000 shares of common stock with a fair value of $96,000 to settle a loan payable $75,000, resulting in a loss of $21,000. The fair value of the common stock was determined based on the closing price of the Company’s common stock on the date of issuance. (f) On November 4, 2019, the Company issued 2,000,000 shares of common stock with a fair value of $128,000 to settle a loan payable of $100,000, resulting in a loss of $28,000. The fair value of the common stock was determined based on the closing price of the Company’s common stock on the date of issuance. (g) On February 29, 2020, the Company authorized the issuance of 310,275 shares of common stock with a fair value of $9,308 to the Chief Operating Officer of the company for past services. As at February 29, 2020, these shares remain to be issued. Common stock issued during the year ended February 28, 2019: (h) On May 30, 2018, the Company issued 435,000 shares of common stock with a fair value of $93,482 to settle accounts payable of $93,482. (i) On July 26, 2018, the Company issued 1,785,714 shares of common stock at a price of $0.35 per share for proceeds of $625,000. (j) During the year ended February 28, 2019, the Company issued the remaining 1,249,100 shares of common stock pursuant to the Share Exchange Agreement. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Feb. 29, 2020 | |
Preferred Stock | |
Note 8 - Preferred Stock | The preferred stock contains certain rights and preference as detailed below: • In the event of acquisition of the Company, the preferred stockholder to receive 20% of the aggregate valuation of such merger; • The holder can convert each share of preferred stock into 100 shares of common stock; and • Each holder of preferred stock shall be entitled to cast 200 votes. |
Share Purchase Warrants
Share Purchase Warrants | 12 Months Ended |
Feb. 29, 2020 | |
Share Purchase Warrants | |
Note 9 - Share Purchase Warrants | Number of warrants Weighted average exercise price $ Balance, February 28, 2018 and 2019 18,275,000 0.40 Expired (18,275,000 ) 0.40 Balance, February 29, 2020 – – |
Stock Options
Stock Options | 12 Months Ended |
Feb. 29, 2020 | |
Stock Options | |
Note 10 - Stock Options | The following table summarizes the continuity of stock options: Number of options Weighted average exercise price $ Aggregate intrinsic value $ Balance, February 28, 2018 5,606,500 0.20 Granted 3,100,000 0.22 Cancelled (3,000,000 ) 0.22 Balance, February 28, 2019 5,706,500 0.20 – Granted 12,550,000 0.20 Balance, February 29, 2020 18,256,500 0.20 – Additional information regarding stock options outstanding as at February 29, 2020 is as follows: Outstanding Exercisable Range of exercise prices $ Number of shares Weighted average remaining contractual life (years) Weighted average exercise price $ Number of shares Weighted average exercise price $ 0.20 18,256,500 5.0 0.20 11,556,500 0.20 The fair value of stock options granted was estimated using the Black-Scholes option pricing model assuming no expected dividends or forfeitures and the following weighted average assumptions: 2020 2019 Risk-free interest rate 2.12 % 2.52 % Expected life (in years) 5 5 Expected volatility 245 % 238 % The fair value of stock options recognized during the year ended February 29, 2020 was $1,666,647 (February 28, 2019 - $203,454), which was recorded as additional paid-in capital and charged to operations. The weighted average fair value of stock options granted during the year ended February 29, 2020 was $0.20 (February 28, 2019 – $0.19) per option. |
Commitments
Commitments | 12 Months Ended |
Feb. 29, 2020 | |
Commitments | |
Note 11 - Commitments | (a) On October 7, 2019, the Company entered into an agreement with a company who is to provide general financial advisory and investment banking services to the Company. The Company is to pay this company $5,000 per month for a period of six months. The monthly fee can be paid in cash or in shares at the Company’s option. If paid in shares of common stock of the Company, the shares shall be valued using the volume-weighted average price of the shares for the five trading days immediately preceding each monthly fee payment due date. The Company is to issue 2,500,000 shares of common of stock upon execution of the agreement (issued) and 2,500,000 shares of common stock upon an uplisting of the Company’s common stock to a national exchange. For any financing, the Company will pay this company a commission of 8% of financing raised, a cash fee for unallocated expenses of 1% of the amount of financing raised, and issue agent’s warrants equal to 8% of the number of shares of common stock underlying the securities issued in the financing. Each agent’s warrant will be exercisable at an exercise price equal to the price of the securities issued to the investors in the financing expiring five years from the date of issuance. (b) On December 1, 2019, the Company entered into a one year agreement with the COO of the Company whereby the Company has agreed to pay the COO annual compensation of Cdn$100,000 and grant 1,500,000 stock options exercisable at $0.20 per share of common stock at the end of every quarter. The annual compensation is to be paid as follows: Cdn$50,000 payable in cash broken down into bi-monthly payments and Cdn$50,000 payable in equivalent shares of common stock of the Company on the last business day of each quarter. |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 29, 2020 | |
Income Taxes | |
Note 12 - Income Taxes | The following table reconciles the income tax benefit at the statutory rates to income tax benefit at the Company’s effective tax rate. 2020 $ 2019 $ Net loss before taxes (2,805,835 ) (1,314,167 ) Statutory tax rate 21 % 21 % Expected income tax recovery (589,225 ) (275,975 ) Permanent differences and other 349,996 42,725 Change in valuation allowance 239,229 233,250 Income tax provision – – Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting processes. Deferred income tax assets and liabilities at February 29, 2020 and February 28, 2019 are comprised of the following: 2020 $ 2019 $ Net operating losses carried forward 2,251,889 2,012,660 Valuation allowance (2,251,889 ) (2,012,660 ) Net deferred tax asset – – The 2017 Act reduces the corporate tax rate from 34% to 21% for tax years beginning after December 31, 2017. For net operating losses arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize net operating losses carryforwards to 80% of taxable income. In addition, net operating losses arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. Net operating losses generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all net operating losses arising in a tax year ending after 2017 and instead would permit all such net operating losses to be carried forward indefinitely. As at February 29, 2020, the Company is in arrears on filing its statutory corporate income tax returns and the amounts presented above are based on estimates. The actual losses available could differ from these estimates |
Subsequents Events
Subsequents Events | 12 Months Ended |
Feb. 29, 2020 | |
Subsequents Events | |
Note 13 - Subsequents Events | (a) On May 29, 2020, the Company granted 1,500,000 stock options exercisable at $0.20 per share of common stock expiring on May 30, 2025 to the COO of the Company. Refer to Note 11(b). (b) On May 29, 2020, the Company authorized the issuance of 503,695 shares of common stock to the COO of the Company for past services. Refer to Note 11(b). |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Feb. 29, 2020 | |
Significant Accounting Policies | |
Basis of Presentation | These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and the following entities: MBE Holdings Inc. Wholly-owned subsidiary Resolution 1, Inc. Wholly-owned subsidiary All inter-company balances and transactions have been eliminated. |
Reclassifications | Certain of the prior year figures have been reclassified to conform to the current year’s presentation. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
Use of Estimates | The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to collectability of accounts receivable, the useful lives and recoverability of equipment, incremental borrowing rate used to calculate lease liabilities, fair value of stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Accounts Receivable | The Company establishes an allowance for doubtful accounts based on the age of the receivable and the specific identification of receivables the Company considers at risk. As at February 29, 2020, there is no allowance for doubtful accounts. The Company’s accounts receivable balance is 100% owed by one customer. |
Property and Equipment | Property and equipment is recorded at cost. Depreciation is recorded at the following annual rates: Computer equipment 20% – declining balance method Furniture and equipment 55% – declining balance method |
Impairment of Long-lived Assets | The Company reviews long-lived assets such as property and equipment and intangible assets with finite useful lives for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset. |
Financial Instruments and Fair Value Measurements | ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, loans payable, and amounts due to related parties. The following table represents assets and liabilities that are measured and recognized at fair value as of February 29, 2020, on a recurring basis: Level 1 $ Level 2 $ Level 3 $ Cash 32,025 – – The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Lease | In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The standard states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASU 2016-02 on March 1, 2019, using the transition relief to the modified retrospective approach, presenting prior year information based on the previous standard. In addition, the Company elected the transition package of three practical expedients permitted under the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The adoption of ASU 2016-02 did not have a material impact on the Company’s consolidated balance sheets, results of operations, or cash flows. At the lease commencement date, right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. If an interest rate is not explicit in a lease, the Company utilizes its incremental borrowing rate for a period that closely matches the lease term. The Company has elected not to recognize ROU assets and lease liabilities for leases with a lease term of less than 12 months, |
Revenue Recognition | Under ASC 606, “ Revenue from Contracts with Customers” 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 in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Revenue Service Type The Company has one revenue source – developing and building online resolution platforms. The Company recognized revenue over time by measuring its progress toward complete satisfaction of the performance obligation. During the year ended February 29, 2020, 100% of the revenue recognized was from one customer. |
Income Taxes | The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. The Company has not recorded any amounts pertaining to uncertain tax positions. |
Foreign Currency Translation | The Company’s functional and reporting currency is the United States dollar. The functional currency of MBE and Resolution 1 is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of MBE and Resolution 1 are translated to United States dollars using the current rate method. Accordingly, assets and liabilities are translated into United States dollars at the period-end exchange rate while revenue and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income. |
Stock Based Compensation | The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. |
Research and Development | Research and development costs are charged as operating expenses as incurred. |
Loss Per Share | The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at February 29, 2020, the Company had 18,256,500 (February 28, 2019 – 23,981,500) potentially dilutive shares outstanding. |
Comprehensive Loss | Comprehensive loss consists of net loss and other related gains and losses affecting stockholders’ equity that are excluded from net income or loss. As at February 29, 2020 and February 28, 2019, comprehensive loss includes cumulative translation adjustments for changes in foreign currency exchange rates during the period. |
Recent Accounting Pronouncements | In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2022. The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Significant Accounting Policies | |
Schedule Of depreciation | Computer equipment 20% – declining balance method Furniture and equipment 55% – declining balance method |
Schedule of assets and liabilities | Level 1 $ Level 2 $ Level 3 $ Cash 32,025 – – |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Property and Equipment | |
Schedule Of Property and Equipment | As at February 29, 2020 $ As at February 28, 2019 $ Computer equipment 37,786 37,377 Furniture and equipment 36,651 37,067 Total 74,437 74,444 Less: accumulated depreciation (56,014 ) (49,435 ) Net carrying value 18,423 25,009 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Leases | |
Schedule of lease expense | 2020 2019 Components of lease expense were as follows: Operating lease cost 26,864 – Supplemental cash flow information related to leases was as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 6,813 – Right-of-use asset obtained in exchange for lease obligation: Operating leases 59,189 – Supplemental balance sheet information related to leases was as follows: Operating Leases Operating lease right-of-use assets 39,138 – Operating lease liabilities 39,138 – Maturities of lease liabilities are as follows: Operating Leases Year Ending February 28, 2021 44,773 – Total lease payments 44,773 – Less imputed interest (5,162 ) – Total 39,611 – |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Share Purchase Warrants (Tables) | |
Schedule of Share Purchase Warrants | Number of warrants Weighted average exercise price $ Balance, February 28, 2018 and 2019 18,275,000 0.40 Expired (18,275,000 ) 0.40 Balance, February 29, 2020 – – |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Stock Options | |
Schedule of continuity of stock options | Number of options Weighted average exercise price $ Aggregate intrinsic value $ Balance, February 28, 2018 5,606,500 0.20 Granted 3,100,000 0.22 Cancelled (3,000,000 ) 0.22 Balance, February 28, 2019 5,706,500 0.20 – Granted 12,550,000 0.20 Balance, February 29, 2020 18,256,500 0.20 – |
Schedule of stock options outstanding | Outstanding Exercisable Range of exercise prices $ Number of shares Weighted average remaining contractual life (years) Weighted average exercise price $ Number of shares Weighted average exercise price $ 0.20 18,256,500 5.0 0.20 11,556,500 0.20 |
Schedule of fair value of stock options | 2020 2019 Risk-free interest rate 2.12 % 2.52 % Expected life (in years) 5 5 Expected volatility 245 % 238 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 29, 2020 | |
Income Taxes | |
Schedule of income tax benefits | 2020 $ 2019 $ Net loss before taxes (2,805,835 ) (1,314,167 ) Statutory tax rate 21 % 21 % Expected income tax recovery (589,225 ) (275,975 ) Permanent differences and other 349,996 42,725 Change in valuation allowance 239,229 233,250 Income tax provision – – |
Schedule of deferred income tax assets and liabilities | 2020 $ 2019 $ Net operating losses carried forward 2,251,889 2,012,660 Valuation allowance (2,251,889 ) (2,012,660 ) Net deferred tax asset – – |
Nature of Operations and Cont_2
Nature of Operations and Continuance of Business (Details Narrative) - USD ($) | 12 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2019 | May 17, 2019 | |
Accumulated deficit | $ (54,690,353) | $ (51,884,518) | |
Net Cash Used In Operating Activities | (778,910) | $ (1,092,442) | |
Working capital deficit | $ (3,415,502) | ||
R1 [Member] | |||
Entity interest | 100.00% | ||
Aggregate exchange common stock shares | 10,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | Feb. 29, 2020USD ($) |
Level 1 [Member] | |
Cash | $ 32,025 |
Level 2 [Member] | |
Cash | 0 |
Level 3 [Member] | |
Cash | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies (Details Narrative) - shares | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Potentially dilutive shares outstanding | 18,256,500 | 23,981,500 |
One Customer [Member] | ||
Risk concentration percentage | 100.00% | |
Furniture And Equipment [Member] | ||
Depreciation Rate | 55.00% | |
Computer Equipment [Member] | ||
Depreciation Rate | 20.00% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Feb. 29, 2020 | Feb. 28, 2019 |
Less: Accumulated depreciation | $ (56,014) | $ (49,435) |
Net carrying value | 18,423 | 25,009 |
Furniture And Equipment [Member] | ||
Property and Equipment | 36,651 | 37,067 |
Computer Equipment [Member] | ||
Property and Equipment | 37,786 | 37,377 |
Total [Member] | ||
Property and Equipment | $ 74,437 | $ 74,444 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Components of lease expense were as follows: | ||
Operating lease cost | $ 26,864 | $ 0 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 6,813 | 0 |
Right-of-use asset obtained in exchange for lease obligation: | ||
Operating leases | 59,189 | 0 |
Operating lease right-of-use assets | 39,138 | 0 |
Operating lease liabilities | 39,138 | $ 0 |
Maturities of lease liabilities are as follows: | ||
2021 | 44,773 | |
Total lease payments | 44,773 | |
Less imputed interest | (5,162) | |
Total | $ 39,611 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended |
Sep. 01, 2019integer | |
Leases | |
Lease term remaining | 16 months |
Number of remaining payments | 16 |
Incremental borrowing rate | 27.50% |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | Feb. 29, 2020 | Feb. 28, 2019 |
Amount due | $ 2,550,646 | $ 2,526,650 |
Loans Payable One [Member] | ||
Amount due | 438,417 | 348,577 |
Loans Payable [Member] | ||
Amount due | $ 2,112,229 | $ 2,178,073 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Research and development fees | $ 1,873,152 | $ 785,458 |
Stock-based compensation | 1,666,647 | 203,454 |
President [Member] | ||
Due to related parties | 725,547 | 633,060 |
Research and development fees | 181,032 | 186,706 |
President and Chief Operating Officer [Member] | ||
Stock-based compensation | 1,675,955 | 87,645 |
Manager [Member] | ||
Administrative fees | 23,383 | 36,109 |
Chief Operating Officer [Member] | ||
Research and development fees | $ 38,108 | $ 38,802 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Nov. 04, 2019 | Oct. 11, 2019 | Jul. 25, 2019 | May 17, 2019 | Jul. 26, 2018 | May 30, 2018 | Feb. 29, 2020 | Feb. 28, 2019 |
Proceeds from common stock | $ 576,500 | $ 625,000 | ||||||
Common stock issued, settlement of loan | 163,133,318 | 136,353,318 | ||||||
Loss on settlement of debt | $ (49,000) | $ 0 | ||||||
Chief Executive Officer [Member] | ||||||||
Fair value of shares issued | $ 9,803 | |||||||
Shares authorized to issue | 310,275 | |||||||
Loan Payable Settlement 2 [Member] | ||||||||
Loan payable | $ 100,000 | |||||||
Common stock issued, settlement of loan | 2,000,000 | |||||||
Fair value of shares issued | $ 128,000 | |||||||
Loss on settlement of debt | 28,000 | |||||||
Loan Payable Settlement 1 [Member] | ||||||||
Common stock issued | 1,785,714 | |||||||
Proceeds from common stock | $ 625,000 | |||||||
Common stock price per share | $ 0.20 | $ 0.35 | $ 0.05 | |||||
Loan payable | 75,000 | $ 93,482 | ||||||
Fair value of shares issued | 96,000 | $ 93,482 | ||||||
Loss on settlement of debt | $ 21,000 | |||||||
Shares issued pursuant to settlement of accounts payable, shares | 435,000 | |||||||
Resolution 1 Agreement [Member] | ||||||||
Common stock issued | 250,000 | 10,000,000 | 10,530,000 | 1,249,100 | ||||
Proceeds from common stock | $ 50,000 | $ 526,500 | ||||||
Common stock price per share | $ 0.20 | $ 0.05 | ||||||
Financial Advisory Agreement [Member] | Private Placement [Member] | ||||||||
Fair value of shares issued | $ 172,500 | |||||||
Common shares issued | 2,500,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) | 12 Months Ended |
Feb. 29, 2020 | |
Preferred Stock | |
Preferred stockholder receive description | In the event of acquisition of the Company, the preferred stockholder to receive 20% of the aggregate valuation of such merger |
Preferred stock conversion description | The holder can convert each share of preferred stock into 100 shares of common stock |
Preferred stock voting casts description | Each holder of preferred stock shall be entitled to cast 200 votes |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) - $ / shares | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Share Purchase Warrants (Tables) | ||
Number of warrants, outstanding, beginning | 18,275,000 | 18,275,000 |
Number of warrants, expired | (18,275,000) | |
Number of warrants, outstanding, ending | 18,275,000 | |
Weighted average exercise price, Beginning balance | $ 0.40 | $ 0.40 |
Weighted average exercise price, Expired | 0.40 | |
Weighted average exercise price, ending balance | $ 0.40 |
Stock Options (Details )
Stock Options (Details ) - $ / shares | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Number of options | ||
Beginning balance | 5,706,500 | 5,606,500 |
Granted | 12,550,000 | 3,100,000 |
Cancelled | (3,000,000) | |
Ending balance | 18,256,500 | 5,706,500 |
Weighted average exercise price | ||
Beginning balance, Weighted average exercise price | $ 0.20 | $ 0.20 |
Granted | 0.20 | 0.22 |
Cancelled, | 0.22 | |
Ending balance, Weighted average exercise price | 0.20 | 0.20 |
Aggregate intrinsic value | ||
Aggregate intrinsic value, Beginning balance | ||
Granted | ||
Aggregate intrinsic value, Ending balance |
Stock Options (Details 1)
Stock Options (Details 1) - $ / shares | 12 Months Ended | ||
Feb. 29, 2020 | Feb. 28, 2019 | Feb. 28, 2018 | |
Stock Options (Details ) | |||
Range of exercise prices | $ 0.20 | ||
Outstanding | |||
Number of shares | 18,256,500 | 5,706,500 | 5,606,500 |
Weighted average remaining contractual life (years) | 5 years | ||
Weighted average exercise price | $ 0.20 | ||
Exercisable | |||
Weighted average exercise prices | $ 0.40 | $ 0.40 | |
Number of shares | 11,556,500 |
Stock Options (Details 2 )
Stock Options (Details 2 ) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Stock Options (Details 2 ) | ||
Risk-free interest rate | 2.12% | 2.52% |
Expected life (in years) | 5 years | 5 years |
Expected volatility | 245.00% | 238.00% |
Stock Options (Details Narrativ
Stock Options (Details Narrative ) - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Stock Options (Details Narrative ) | ||
Fair value of stock options granted | $ 1,666,647 | $ 203,454 |
Weighted average exercise price | $ 0.20 | $ 0.19 |
Commitment (Details Narrative)
Commitment (Details Narrative) - USD ($) | Oct. 07, 2019 | Feb. 29, 2020 | Feb. 28, 2019 |
Stock options granted | 12,550,000 | 3,100,000 | |
Private Placement [Member] | Financial advisory agreement [Member] | |||
Investment banking services provided (monthly) | $ 5,000 | ||
Common stock issued upon execution | 2,500,000 | ||
Common stock issued upon uplisting | 2,500,000 | ||
Commission | 8.00% | ||
Fees | 1.00% | ||
Private placement description | On October 7, 2019, the Company entered into an agreement with a company who is to provide general financial advisory and investment banking services to the Company. The Company is to pay this company $5,000 per month for a period of six months. The monthly fee can be paid in cash or in shares at the Company’s option. If paid in shares of common stock of the Company, the shares shall be valued using the volume-weighted average price of the shares for the five trading days immediately preceding each monthly fee payment due date | ||
Chief Operating Officer [Member] | |||
Stock options granted | 1,500,000 | ||
Conditions of payment of compensation | Cdn$50,000 payable in cash broken down into bi-monthly payments and Cdn$50,000 payable in equivalent shares of common stock of the Company on the last business day of each quarter | ||
Stock options exercisable price | $ 0.20 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Feb. 29, 2020 | Feb. 28, 2019 | |
Income Taxes | ||
Net loss before taxes | $ (2,805,835) | $ (1,314,167) |
Statutory tax rate | 21.00% | 21.00% |
Expected income tax recovery | $ (589,225) | $ (275,975) |
Permanent differences and other | 349,996 | 42,725 |
Change in valuation allowance | 239,229 | 233,250 |
Income tax provision | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Feb. 29, 2020 | Feb. 28, 2019 |
Income Taxes | ||
Net operating losses carried forward | $ (2,251,889) | $ (2,012,660) |
Valuation allowance | (2,251,889) | (2,012,660) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Feb. 29, 2020 | |
Income Taxes | |
Net operating loss carryforward percentage | 80.00% |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - $ / shares | 1 Months Ended | 12 Months Ended | |
May 29, 2020 | Feb. 29, 2020 | Feb. 28, 2019 | |
Stock options granted | 12,550,000 | 3,100,000 | |
Chief Operating Officer [Member] | |||
Stock options granted | 1,500,000 | ||
Stock options exercisable price | $ 0.20 | ||
Subsequent Event [Member] | Chief Operating Officer [Member] | |||
Common stock issued for service | 503,695 | ||
Stock options granted | 1,500,000 | ||
Stock options exercisable price | $ 0.20 | ||
Expiration period of common shares | May 30, 2025 |