Cover
Cover - shares | 9 Months Ended | |
Nov. 30, 2020 | Jan. 14, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | flooidCX Corp. | |
Entity Central Index Key | 0001609988 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Nov. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 167,928,919 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Nov. 30, 2020 | Feb. 29, 2020 |
ASSETS | ||
Cash | $ 4,943 | $ 32,025 |
Accounts receivable | 3,750 | 16,875 |
Prepaid expenses and deposits | 14,665 | 18,312 |
Total Current Assets | 23,358 | 67,212 |
Property and equipment (Note 3) | 16,309 | 18,423 |
Operating lease right-of-use asset (Note 4) | 4,479 | 39,138 |
Total Assets | 44,146 | 124,773 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 212,423 | 167,383 |
Operating lease liability (Note 4) | 4,479 | 39,138 |
Loans payable (Note 5) | 2,968,013 | 2,550,646 |
Due to related party (Note 6) | 863,410 | 725,547 |
Total Current Liabilities | 4,048,325 | 3,482,714 |
Loans payable (Note 5) | 30,852 | 0 |
Total Liabilities | 4,079,177 | 3,482,714 |
Commitment (Note 9) | 0 | 0 |
Subsequent Event (Note 11) | 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 167,928,919 and 163,133,318 shares issued and outstanding respectively | 167,929 | 163,133 |
Common stock issuable | 964 | 310 |
Additional paid-in capital | 51,457,707 | 50,881,981 |
Accumulated other comprehensive income | 155,717 | 285,988 |
Deficit | (55,818,348) | (54,690,353) |
Total Stockholders' Deficit | (4,035,031) | (3,357,941) |
Total Liabilities and Stockholders' Deficit | $ 44,146 | $ 124,773 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2020 | Feb. 29, 2020 |
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 | 167,892,919 | 163,133,318 |
Common stock, shares outstanding | 167,928,919 | 163,133,318 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) | ||||
Revenue | $ 12,409 | $ 0 | $ 66,909 | $ 0 |
Expenses | ||||
General and administrative (Note 6) | 24,954 | 342,650 | 335,322 | 730,209 |
Research and development (Note 6) | 185,678 | 316,078 | 779,404 | 1,485,435 |
Total expenses | 210,632 | 658,728 | 1,114,726 | 2,215,644 |
Loss before other expense | (198,223) | (658,728) | (1,047,817) | (2,215,644) |
Other expenses | ||||
Financing costs | (29,484) | 0 | (58,662) | 0 |
Loss on settlement of debt | (21,516) | (49,000) | (21,516) | (49,000) |
Net loss for the period | (249,223) | (707,728) | (1,127,995) | (2,264,644) |
Other comprehensive loss | ||||
Foreign currency translation loss | (18,956) | (3,100) | (130,271) | (5,088) |
Comprehensive loss for the period | $ (268,179) | $ (710,828) | $ (1,258,266) | $ (2,269,732) |
Net loss per share, basic and diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) |
Weighted average number of shares outstanding | 166,769,780 | 140,213,208 | 164,746,459 | 137,685,136 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Deficit (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Common Stock Issuable | Additional Paid-in Capital | Accumulated other comprehensive Income | Deficit |
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) |
Fair value of stock options granted | 868,879 | 0 | 0 | 0 | 868,879 | 0 | 0 |
Foreign exchange translation gain | 56,671 | 0 | 0 | 0 | 0 | 56,671 | 0 |
Net loss for the period | (1,086,256) | $ 0 | $ 0 | 0 | 0 | 0 | (1,086,256) |
Balance, shares at May. 31, 2019 | 1,000,000 | 136,353,318 | |||||
Balance, amount at May. 31, 2019 | (3,392,732) | $ 1,000 | $ 136,353 | 10,000 | 49,118,995 | 311,694 | (52,970,774) |
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) |
Net loss for the period | (2,264,644) | ||||||
Balance, shares at Nov. 30, 2019 | 1,000,000 | 147,103,318 | |||||
Balance, amount at Nov. 30, 2019 | (3,456,793) | $ 1,000 | $ 147,103 | 10,000 | 50,284,331 | 249,935 | (54,149,162) |
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) |
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) |
Balance, shares at May. 31, 2019 | 1,000,000 | 136,353,318 | |||||
Balance, amount at May. 31, 2019 | (3,392,732) | $ 1,000 | $ 136,353 | 10,000 | 49,118,995 | 311,694 | (52,970,774) |
Fair value of stock options granted | 255,482 | 0 | 0 | 0 | 255,482 | 0 | 0 |
Net loss for the period | (470,660) | $ 0 | $ 0 | 0 | 0 | 0 | (470,660) |
Shares issued for cash, shares | 250,000 | ||||||
Shares issued for cash, amount | 50,000 | $ 0 | $ 250 | 0 | 49,750 | 0 | 0 |
Foreign exchange translation loss | (58,659) | $ 0 | $ 0 | 0 | 0 | (58,659) | 0 |
Balance, shares at Aug. 31, 2019 | 1,000,000 | 136,603,318 | |||||
Balance, amount at Aug. 31, 2019 | (3,616,569) | $ 1,000 | $ 136,603 | 10,000 | 49,424,227 | 253,035 | (53,441,434) |
Fair value of stock options granted | 249,104 | 0 | 0 | 0 | 249,104 | 0 | 0 |
Net loss for the period | (707,728) | $ 0 | $ 0 | 0 | 0 | 0 | (707,728) |
Shares issued for cash, shares | 4,500,000 | ||||||
Shares issued for cash, amount | 225,000 | $ 0 | $ 4,500 | 0 | 220,500 | 0 | 0 |
Foreign exchange translation loss | (3,100) | $ 0 | $ 0 | 0 | 0 | (3,100) | 0 |
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 | 172,500 | $ 0 | $ 2,500 | 0 | 170,000 | 0 | 0 |
Balance, shares at Nov. 30, 2019 | 1,000,000 | 147,103,318 | |||||
Balance, amount at Nov. 30, 2019 | (3,456,793) | $ 1,000 | $ 147,103 | 10,000 | 50,284,331 | 249,935 | (54,149,162) |
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) |
Fair value of stock options granted | 276,192 | 0 | 0 | 0 | 276,192 | 0 | 0 |
Foreign exchange translation gain | 85,043 | 0 | 0 | 0 | 0 | 85,043 | 0 |
Net loss for the period | (492,660) | (492,660) | |||||
Fair value of shares to be issued for services | 9,067 | $ 0 | $ 0 | 504 | 8,563 | 0 | 0 |
Balance, shares at May. 31, 2020 | 1,000,000 | 163,133,318 | |||||
Balance, amount at May. 31, 2020 | (3,480,299) | $ 1,000 | $ 163,133 | 814 | 51,166,736 | 371,031 | (55,183,013) |
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) |
Net loss for the period | (1,127,995) | ||||||
Balance, shares at Nov. 30, 2020 | 1,000,000 | 167,928,919 | |||||
Balance, amount at Nov. 30, 2020 | (4,035,031) | $ 1,000 | $ 167,929 | 964 | 51,457,707 | 155,717 | (55,818,348) |
Balance, shares at May. 31, 2020 | 1,000,000 | 163,133,318 | |||||
Balance, amount at May. 31, 2020 | (3,480,299) | $ 1,000 | $ 163,133 | 814 | 51,166,736 | 371,031 | (55,183,013) |
Fair value of stock options granted | 118,115 | 0 | 0 | 0 | 118,115 | 0 | 0 |
Net loss for the period | (386,112) | 0 | 0 | 0 | 0 | 0 | (386,112) |
Foreign exchange translation loss | (196,358) | $ 0 | $ 0 | 0 | 0 | (196,358) | 0 |
Fair value of shares issued for services, shares | 1,313,971 | ||||||
Fair value of shares issued for services, amount | 24,500 | $ 0 | $ 1,314 | (814) | 24,000 | 0 | 0 |
Fair value of shares to be issued for services | 9,584 | $ 0 | $ 0 | 482 | 9,102 | 0 | 0 |
Balance, shares at Aug. 31, 2020 | 1,000,000 | 164,447,289 | |||||
Balance, amount at Aug. 31, 2020 | (3,910,570) | $ 1,000 | $ 164,447 | 482 | 51,317,953 | 174,673 | (55,569,125) |
Fair value of stock options granted | 83,077 | 0 | 0 | 0 | 83,077 | 0 | 0 |
Net loss for the period | (249,223) | 0 | 0 | 0 | 0 | 0 | (249,223) |
Foreign exchange translation loss | (18,956) | $ 0 | $ 0 | 0 | 0 | (18,956) | 0 |
Fair value of shares issued for services, shares | 481,630 | ||||||
Fair value of shares issued for services, amount | 0 | $ 0 | $ 482 | (482) | 0 | 0 | 0 |
Fair value of shares issued for services | 9,641 | $ 0 | $ 0 | 964 | 8,677 | 0 | 0 |
Fair value of shares issued as financing cost, shares | 1,500,000 | ||||||
Fair value of shares issued as financing cost, amount | 25,500 | $ 0 | $ 1,500 | 0 | 24,000 | 0 | 0 |
Fair value of shares issued to settle debt, shares | 1,500,000 | ||||||
Fair value of shares issued to settle debt, amount | 25,500 | $ 0 | $ 1,500 | 0 | 24,000 | 0 | 0 |
Balance, shares at Nov. 30, 2020 | 1,000,000 | 167,928,919 | |||||
Balance, amount at Nov. 30, 2020 | $ (4,035,031) | $ 1,000 | $ 167,929 | $ 964 | $ 51,457,707 | $ 155,717 | $ (55,818,348) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Operating Activities | ||
Net loss for the period | $ (1,127,995) | $ (2,264,644) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4,077 | 5,945 |
Financing costs | 58,662 | 0 |
Loss on settlement of debt | 21,516 | 49,000 |
Shares issued/issuable for services | 23,614 | 172,500 |
Stock-based compensation | 477,384 | 1,373,465 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 13,125 | 0 |
Prepaid expenses and deposits | 3,647 | 9,069 |
Accounts payable and accrued liabilities | 49,024 | 7,568 |
Deferred revenue | 0 | 15,000 |
Due to related party | 137,863 | 105,934 |
Net Cash Used in Operating Activities | (343,067) | (526,163) |
Investing Activities | ||
Purchase of property and equipment | (1,420) | (1,450) |
Net Cash Used in Investing Activities | (1,420) | (1,450) |
Financing Activities | ||
Proceeds from loans payable | 370,339 | 364,907 |
Repayment of loans payable | (28,090) | 0 |
Proceeds from issuance of common stock | 0 | 275,000 |
Net Cash Provided by Financing Activities | 342,249 | 639,907 |
Effect of Foreign Exchange Rate Changes on Cash | (24,844) | (27,102) |
Change in Cash | (27,082) | 85,192 |
Cash, Beginning of Period | 32,025 | 5,517 |
Cash, End of Period | 4,943 | 90,709 |
Non-cash Investing and Financing Activities: | ||
Shares issued to settle loans payable | 0 | 224,000 |
Shares issued to settle accrued interest payable | 25,500 | 0 |
Supplemental Disclosures: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 9 Months Ended |
Nov. 30, 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 has not been significant, but management continues to monitor the situation. These condensed 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 November 30, 2020, the Company has a working capital deficit of $4,024,967, has an outstanding loan payable that is in default and has an accumulated deficit of $55,818,348 since inception. Furthermore, during the nine months ended November 30, 2020, the Company used $343,067 in operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed 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 | 9 Months Ended |
Nov. 30, 2020 | |
Significant Accounting Policies | |
Note 2 - Significant Accounting Policies | (a) Basis of Presentation These condensed 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 condensed 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) Interim Financial Statements The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2020. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown. The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. (c) 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 | 9 Months Ended |
Nov. 30, 2020 | |
Property and Equipment | |
Note 3 - Property and Equipment | November 30, 2020 $ February 29, 2020 $ Computer equipment 39,658 37,786 Furniture and equipment 38,924 36,651 Total 78,582 74,437 Less: accumulated depreciation (62,273 ) (56,014 ) Net carrying value 16,309 18,423 |
Leases
Leases | 9 Months Ended |
Nov. 30, 2020 | |
Leases | |
Note 4 - 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 and its incremental borrowing rate of 27.5%. Nine months ended November 30, 2020 Nine months ended November 30, 2019 Components of lease expense were as follows: Operating lease cost 23,054 – 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 23,054 – November 30, 2020 $ February 29, 2020 $ Supplemental balance sheet information related to leases was as follows: Operating leases Operating lease right-of-use assets 4,479 39,138 Operating lease liabilities 4,479 39,138 Maturities of lease liabilities are as follows: Year Ending February 28, Operating Leases 2021 4,582 44,773 Total lease payments 4,582 44,773 Less: imputed interest (103 ) (5,635 ) Total 4,479 39,138 |
Loans Payable
Loans Payable | 9 Months Ended |
Nov. 30, 2020 | |
Loans Payable | |
Note 5 - Loans Payable | (a) As at November 30, 2020, the Company owed $2,187,676 (February 29, 2020 – $2,112,229) which is non-interest bearing, unsecured, and due on demand. (b) As at November 30, 2020, the Company owed $471,817 (February 29, 2020 - $438,417) which is non-interest bearing, unsecured, and due on demand. (c) As at November 30, 2020, the Company owed $115,695 (February 29, 2020 - $nil) under a loan agreement dated June 17, 2020 which is unsecured, bears interest at 5% per annum, and has a 2% penalty fee for non-repayment on the due date which was July 31, 2020. The penalty fee is calculated at time of repayment and is based on the principal amount outstanding and any accrued interest thereon. As consideration for making the loan, the Company issued 500,000 shares of common stock with a fair value of $24,500 and granted 250,000 stock options with a fair value of $4,678 exercisable at $0.20 per share expiring on June 17, 2023. On October 5, 2020, 2020, the Company issued 1,500,000 shares of common stock with a fair value of $25,500 as payment for $3,984 interest and penalties due on this loan and extension of the maturity date of the loan to November 25, 2020, resulting in a loss on settlement of debt of $21,516. Refer to Note 7. (d) As at November 30, 2020, the Company owed $192,825 (February 29, 2020 - $nil) under a loan agreement dated October 5, 2020. The loan was due on November 25, 2020 and secured by 50,000,000 shares of common stock of the Company owned by the President of the Company. The Company issued 1,500,000 shares of common stock in lieu of any interest and late payment penalties. Refer to Note 7(c). (e) As at November 30, 2020, the Company owed $30,852 (February 29, 2020 – $nil) for a government backed loan to assist businesses during the COVID-19 pandemic. The loan is unsecured and non-interest bearing for the initial term until December 31, 2022 and thereafter at 5% interest per annum for the extended term which ends on December 31, 2025. The loan is repayable at any time without penalty and if 75% is repaid on or within the initial term, the remaining balance will be forgiven. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Nov. 30, 2020 | |
Related Party Transactions | |
Note 6 - Related Party Transactions | (a) As at November 30, 2020, the Company owed $863,410 (February 29, 2020 – $725,547) to the President of the Company which is unsecured, non-interest bearing, and due on demand. (b) During the nine months ended November 30, 2020, the Company incurred $133,056 (2019 – $135,522) in research and development fees to the President of the Company. (c) As at November 30, 2020, the Company owed $23,670 (February 29, 2020 – $nil) to the Chief Operating Officer (“COO”) of the Company which is included in accounts payable and accrued liabilities. The balance owing is unsecured, non-interest bearing, and due on demand. (d) During the nine months ended November 30, 2020, the Company incurred $30,069 (2019 – $28,272) in research and development fees to the Chief Operating Officer (“COO”) of the Company. (e) During the nine months ended November 30, 2020, the Company incurred $16,927 (2019 - $6,400) in general and administrative fees to the office manager who is also the spouse of the President of the Company. (f) During the nine months ended November 30, 2020, the Company recognized stock-based compensation of $379,521 (2019 - $975,108) in research and development expenses to the President, COO, and directors of the Company. The Company also recognized stock-based compensation of $93,163 (2019 - $261,652) in general and administrative expenses to the spouse of the President of the Company. |
Common Stock
Common Stock | 9 Months Ended |
Nov. 30, 2020 | |
Common Stock | |
Note 7 - Common Stock | (a) On November 30, 2020, the Company authorized the issuance of 964,135 shares of common stock with a fair value of $9,641 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. As at November 30, 2020, these shares remain to be issued. (b) On October 5, 2020, the Company issued 1,500,000 shares of common stock with a fair value of $25,500 to a third party to settle accrued interest and late penalties owing for the loan payable described in Note 5(c). The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. (c) On October 5, 2020, the Company issued 1,500,000 shares of common stock with a fair value of $25,500 in lieu of any interest and late payment penalties for the loan payable described in Note 5(d). The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. (d) On August 31, 2020, the Company issued 481,630 shares of common stock with a fair value of $9,584 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. (e) On June 17, 2020, the Company issued 500,000 shares of common stock with a fair value of $24,500 to a third party under the terms of a loan agreement with the third party. The fair value of common stock was determined based on the end of day trading price of the Company on the date of issuance. Refer to Note 5(c). (f) On May 31, 2020, the Company issued 503,696 shares of common stock with a fair value of $9,067 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. (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 COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. The shares were issued on March 1, 2020. |
Stock Options
Stock Options | 9 Months Ended |
Nov. 30, 2020 | |
Stock Options | |
Note 8 - Stock Options | The following table summarizes the continuity of stock options: Number of options Weighted average exercise price $ Aggregate intrinsic value $ Balance, February 29, 2020 18,256,500 0.20 – Granted 4,750,000 0.20 Expired (420,000 ) 0.20 Balance, November 30, 2020 22,586,500 0.20 – Additional information regarding stock options outstanding as at November 30, 2020 is as follows: Outstanding Exercisable Range of exercise prices $ Number of options Weighted average remaining contractual life (years) Weighted average exercise price $ Number of options Weighted average exercise price $ 0.20 22,586,500 4.4 0.20 19,336,500 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: Nine months ended November 30, 2020 Nine months ended November 30, 2019 Risk-free interest rate 0.27 % 2.12 % Expected life (in years) 4.9 5 Expected volatility 284 % 245 % The fair value of stock options recognized during the nine months ended November 30, 2020 was $477,384 (2019 - $1,373,465), which was recorded as additional paid-in capital and charged to operations. The weighted average fair value of stock options granted during the nine months ended November 30, 2020 was $0.20 (2019 – $0.20) per option. |
Commitments
Commitments | 9 Months Ended |
Nov. 30, 2020 | |
Commitments | |
Note 9 - Commitments | 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. In addition, 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. On November 20, 2020, the Company entered into a settlement and release agreement with the consultant. All outstanding fees owing to the consultant have been waived and the consultant is to return 2,000,000 shares of common stock. |
Revenue
Revenue | 9 Months Ended |
Nov. 30, 2020 | |
Revenue | |
Note 10 - Revenue | During the nine months ended November 30, 2020, the Company recognized revenue from website consulting and maintenance services transferred over time. |
Subsequents Events
Subsequents Events | 9 Months Ended |
Nov. 30, 2020 | |
Subsequents Events | |
Note 11 - Subsequents Events | On December 1, 2020, the Company entered into a loan agreement with a third party for Cdn$30,000. The loan bears interest at 5% per annum and a six-month maturity. In case of non re-payment by maturity date, interest will be 12% per annum on any unpaid principal and accrued interest. On December 24, 2020, the Company received additional financing of $120,000 from another third party. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 30, 2020 | |
Significant Accounting Policies | |
Basis of Presentation | These condensed 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 condensed 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. |
Interim Financial Statements | The accompanying condensed consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2020. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown. The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. |
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 (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Nov. 30, 2020 | |
Property and Equipment | |
Schedule Of Property and Equipment | November 30, 2020 $ February 29, 2020 $ Computer equipment 39,658 37,786 Furniture and equipment 38,924 36,651 Total 78,582 74,437 Less: accumulated depreciation (62,273 ) (56,014 ) Net carrying value 16,309 18,423 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Nov. 30, 2020 | |
Leases | |
Schedule of lease expense | Nine months ended November 30, 2020 Nine months ended November 30, 2019 Components of lease expense were as follows: Operating lease cost 23,054 – 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 23,054 – |
Schedule of balance sheet related leases | November 30, 2020 $ February 29, 2020 $ Supplemental balance sheet information related to leases was as follows: Operating leases Operating lease right-of-use assets 4,479 39,138 Operating lease liabilities 4,479 39,138 |
Schedule of maturities of lease liabilities | Year Ending February 28, Operating Leases 2021 4,582 44,773 Total lease payments 4,582 44,773 Less: imputed interest (103 ) (5,635 ) Total 4,479 39,138 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Nov. 30, 2020 | |
Stock Options | |
Schedule of continuity of stock options | Number of options Weighted average exercise price $ Aggregate intrinsic value $ Balance, February 29, 2020 18,256,500 0.20 – Granted 4,750,000 0.20 Expired (420,000 ) 0.20 Balance, November 30, 2020 22,586,500 0.20 – |
Schedule of stock options outstanding | Outstanding Exercisable Range of exercise prices $ Number of options Weighted average remaining contractual life (years) Weighted average exercise price $ Number of options Weighted average exercise price $ 0.20 22,586,500 4.4 0.20 19,336,500 0.20 |
Schedule of fair value of stock options | Nine months ended November 30, 2020 Nine months ended November 30, 2019 Risk-free interest rate 0.27 % 2.12 % Expected life (in years) 4.9 5 Expected volatility 284 % 245 % |
Nature of Operations and Cont_2
Nature of Operations and Continuance of Business (Details Narrative) - USD ($) | 9 Months Ended | |||
Nov. 30, 2020 | Nov. 30, 2019 | Feb. 29, 2020 | May 17, 2019 | |
Accumulated Deficit | $ (55,818,348) | $ (54,690,353) | ||
Working capital deficit | (4,024,967) | |||
Net Cash Used In Operating Activities | $ (343,067) | $ (526,163) | ||
R1 [Member] | ||||
Entity interest | 100.00% | |||
Aggregate exchange common stock shares | 10,000,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Nov. 30, 2020 | Feb. 29, 2020 |
Property and Equipment, Total | $ 78,582 | $ 74,437 |
Less: Accumulated depreciation | (62,273) | (56,014) |
Net carrying value | 16,309 | 18,423 |
Computer Equipment [Member] | ||
Property and Equipment, Total | 39,658 | 37,786 |
Furniture And Equipment [Member] | ||
Property and Equipment, Total | $ 38,924 | $ 36,651 |
Leases (Details)
Leases (Details) - USD ($) | 9 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Leases | ||
Operating lease cost | $ 23,054 | $ 0 |
Operating cash flows from operating leases | $ 23,054 | $ 0 |
Leases (Details 1)
Leases (Details 1) - USD ($) | Nov. 30, 2020 | Feb. 29, 2020 |
Leases | ||
Operating lease right-of-use assets | $ 4,479 | $ 39,138 |
Operating lease liabilities | 4,479 | 39,138 |
Maturities of lease liabilities are as follows: | ||
2021 | 4,582 | 44,773 |
Total lease payments | 4,582 | 44,773 |
Less imputed interest | (103) | (5,635) |
Total | $ 4,479 | $ 39,138 |
Leases (Details Narrative)
Leases (Details Narrative) - September 1, 2019 [Member] | 9 Months Ended |
Nov. 30, 2020 | |
Lease term remaining | 16 months |
Incremental borrowing rate | 27.50% |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | Oct. 05, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | Aug. 31, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | Feb. 29, 2020 |
Issuance of common stock | 1,500,000 | ||||||
Fair value of common stock | $ 25,500 | $ 25,500 | |||||
Interest and penalties | $ 3,984 | ||||||
Extension of the maturity date of the loan | Nov. 25, 2020 | ||||||
Loss on settlement of debt | $ 21,516 | (21,516) | $ (49,000) | $ (21,516) | $ (49,000) | ||
Amount due | 2,968,013 | $ 2,968,013 | $ 2,550,646 | ||||
Fair value of issuance of common stock | $ 225,000 | $ 50,000 | |||||
Loans Payable Three [Member] | |||||||
Issuance of common stock | 500,000 | ||||||
Extension of the maturity date of the loan | Jul. 31, 2020 | ||||||
Amount due | $ 115,695 | $ 115,695 | 0 | ||||
Interest rate | 5.00% | ||||||
Penalty rate, percentage | 2.00% | ||||||
Stock option granted | 250,000 | ||||||
Fair value of stock options | $ 4,678 | ||||||
Fair value of issuance of common stock | $ 24,500 | ||||||
Price per share | $ 0.20 | $ 0.20 | |||||
Loans Payable [Member] | |||||||
Amount due | $ 2,187,676 | $ 2,187,676 | 2,112,229 | ||||
Loans Payable One [Member] | |||||||
Fair value of common stock | $ 25,500 | ||||||
Amount due | 471,817 | 471,817 | 438,417 | ||||
Loans Payable Two [Member] | |||||||
Amount due | 30,852 | $ 30,852 | 0 | ||||
Loan unsecured and non-interest bearing initial term description | The loan is unsecured and non-interest bearing for the initial term until December 31, 2022 and thereafter at 5% interest per annum for the extended term which ends on December 31, 2025. The loan is repayable at any time without penalty and if 75% is repaid on or within the initial term, the remaining balance will be forgiven. | ||||||
President [Member] | |||||||
Issuance of common stock | 1,500,000 | ||||||
Secured shares of common stock | 50,000,000 | ||||||
Loan Agreement [Member] | October 5, 2020 [Member] | |||||||
Amount due | $ 192,825 | $ 192,825 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | Feb. 29, 2020 | |
Due to related parties | $ 863,410 | $ 863,410 | $ 725,547 | ||
Stock-based compensation | 477,384 | $ 1,373,465 | |||
Research and development fees | 185,678 | $ 316,078 | 779,404 | 1,485,435 | |
Spouse Of President [Member] | |||||
Stock-based compensation | 93,163 | 261,652 | |||
Chief Operating Officer [Member] | |||||
Research and development fees | 30,069 | 28,272 | |||
Manager [Member] | |||||
Administrative fees | 16,927 | 6,400 | |||
COO [Member] | |||||
Due accounts payable and accrued liabilities | $ 23,670 | 23,670 | $ 0 | ||
President, COO, and directors [Member] | |||||
Stock-based compensation | 379,521 | 975,108 | |||
President [Member] | |||||
Research and development fees | $ 133,056 | $ 135,522 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Oct. 05, 2020 | Aug. 31, 2020 | Jun. 17, 2020 | May 31, 2020 | Nov. 30, 2020 | Nov. 30, 2020 | Feb. 29, 2020 | Nov. 20, 2020 |
Common stock, shares issued | 167,892,919 | 167,892,919 | 163,133,318 | 2,000,000 | ||||
Fair value of common stock | $ 25,500 | $ 25,500 | ||||||
Chief Executive Officer [Member] | ||||||||
Common stock, shares issued | 503,696 | |||||||
Fair value of common stock | 25,500 | $ 9,584 | $ 9,067 | $ 9,641 | $ 9,308 | |||
Shares authorized to issue | 481,630 | 964,135 | 964,135 | 310,275 | ||||
Third Party [Member] | ||||||||
Common stock, shares issued | 500,000 | |||||||
Fair value of common stock | $ 25,500 | $ 24,500 | ||||||
Shares authorized to issue | 1,500,000 | |||||||
Loans Payable One [Member] | ||||||||
Common stock, shares issued | 1,500,000 | |||||||
Fair value of common stock | $ 25,500 |
Stock Options (Details)
Stock Options (Details) | 9 Months Ended |
Nov. 30, 2020$ / sharesshares | |
Number Of Options | |
Beginning balance | shares | 18,256,500 |
Granted | shares | 4,750,000 |
Expired | shares | (420,000) |
Ending balance | shares | 22,586,500 |
Weighted average exercise price | |
Beginning balance, Weighted average exercise price | $ 0.20 |
Granted | 0.20 |
Expired | 0.20 |
Ending balance, Weighted average exercise price | 0.20 |
Aggregate intrinsic value | |
Aggregate intrinsic value, Beginning balance | 0 |
Granted | 0 |
Expired | 0 |
Aggregate intrinsic value, Ending balance | $ 0 |
Stock Options (Details 1)
Stock Options (Details 1) - $ / shares | 9 Months Ended | |
Nov. 30, 2020 | Feb. 29, 2020 | |
Stock Options | ||
Range of exercise prices | $ 0.20 | |
Stock options Outstanding | ||
Number of options | 22,586,500 | 18,256,500 |
Weighted average remaining contractual life (years) | 4 years 4 months 24 days | |
Weighted average exercise price | $ 0.20 | |
Exercisable | ||
Number of options | 19,336,500 | |
Weighted average exercise prices | $ 0.20 |
Stock Options (Details 2)
Stock Options (Details 2) | 9 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Stock Options (Details 2) | ||
Risk-free interest rate | 0.27% | 2.12% |
Expected life (in years) | 4 years 10 months 24 days | 5 years |
Expected volatility | 284.00% | 245.00% |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 9 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Stock Options (Details Narrative) | ||
Fair value of stock options granted | $ 477,384 | $ 1,373,465 |
Weighted average exercise price | $ 0.20 | $ 0.20 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | Oct. 07, 2019 | Nov. 30, 2020 | Nov. 20, 2020 | Feb. 29, 2020 |
Common stock shares issued | 167,892,919 | 2,000,000 | 163,133,318 | |
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 | 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 $5,000 per month for a period of six months. In addition, The Company is to issue 2,500,000 shares of common of stock upon execution of the agreement (issued) and 2,500,000 shares of common stock upon an uplisting of the Company’s common stock to a national exchange. For any financing, the Company will pay this company a commission of 8% of financing raised, a cash fee for unallocated expenses of 1% of the amount of financing raised, and issue agent’s warrants equal to 8% of the number of shares of common stock underlying the securities issued in the financing. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Third Party [Member] - Subsequent Event [Member] | 1 Months Ended | |
Dec. 24, 2020USD ($) | Dec. 01, 2020CAD ($) | |
Additional Loan from related party | $ 120,000 | |
Loan Agreement [Member] | ||
Debt amont under loan afreement | $ 30,000 | |
Interest rate on unpaid principal and accrued interest | 12.00% | |
Interest rate | 5.00% |