Cover
Cover - shares | 9 Months Ended | |
Nov. 30, 2021 | Jan. 14, 2022 | |
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, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 2,020,871 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-55965 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 35-2511643 | |
Entity Address Address Line 1 | 1282A Cornwall Road | |
Entity Address City Or Town | Oakville | |
Entity Address Country | CA | |
Entity Address Postal Zip Code | L6J 7W5 | |
City Area Code | 855 | |
Local Phone Number | 535-6643 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Nov. 30, 2021 | Feb. 28, 2021 |
ASSETS | ||
Cash | $ 7,059 | $ 1,251 |
Accounts receivable | 0 | 7,380 |
Prepaid expenses and deposits | 10,009 | 7,741 |
Total Current Assets | 17,068 | 16,372 |
Property and equipment (Note 3) | 12,987 | 15,412 |
Total Assets | 30,055 | 31,784 |
Current Liabilities | ||
Accounts payable and accrued liabilities (Note 5) | 283,814 | 282,760 |
Loans payable (Note 4) | 3,332,249 | 3,143,792 |
Due to related parties (Note 5) | 1,121,527 | 945,220 |
Total Liabilities | 4,737,590 | 4,371,772 |
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 2,020,871 and 1,976,218 shares issued and outstanding, respectively | 2,021 | 1,976 |
Common stock issuable (Note 5) | 9,772 | 19,497 |
Additional paid-in capital | 51,874,206 | 51,728,412 |
Accumulated other comprehensive income | 115,162 | 74,510 |
Deficit | (56,709,696) | (56,165,383) |
Total Stockholders' Deficit | (4,707,535) | (4,339,988) |
Total Liabilities and Stockholders' Deficit | $ 30,055 | $ 31,784 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2021 | Feb. 28, 2021 |
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 | 2,020,871 | 1,976,218 |
Common stock, shares outstanding | 2,020,871 | 1,976,218 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) | ||||
Revenue | $ 41,280 | $ 12,409 | $ 53,953 | $ 66,909 |
Expenses | ||||
General and administrative (Note 5) | 83,482 | 24,954 | 244,513 | 335,322 |
Research and development (Note 5) | 86,233 | 185,678 | 346,119 | 779,404 |
Total expenses | 169,715 | 210,632 | 590,632 | 1,114,726 |
Loss before other expense | (128,435) | (198,223) | (536,679) | (1,047,817) |
Other expenses | ||||
Financing costs | (3,854) | (29,484) | (7,634) | (58,662) |
Loss on settlement of debt | 0 | (21,516) | 0 | (21,516) |
Net loss for the period | (132,289) | (249,223) | (544,313) | (1,127,995) |
Other comprehensive income (loss) | ||||
Foreign currency translation gain (loss) | 58,144 | (18,956) | 40,652 | (130,271) |
Comprehensive income (loss) for the period | $ (74,145) | $ (268,179) | $ (503,661) | $ (1,258,266) |
Net loss per share, basic and diluted | $ (0.07) | $ (0.10) | $ (0.28) | $ (0.58) |
Weighted average number of shares outstanding | 1,961,587 | 1,961,997 | 1,958,740 | 1,938,194 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholder's Deficit (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Common Stock Issuable | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Deficit |
Balance, shares at Feb. 29, 2020 | 1,000,000 | 1,919,795 | |||||
Balance, amount at Feb. 29, 2020 | $ (3,357,941) | $ 1,000 | $ 1,919 | $ 9,308 | $ 51,034,197 | $ 285,988 | $ (54,690,353) |
Fair value of shares to be issued for services | 9,067 | 0 | 0 | 9,067 | 0 | 0 | 0 |
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) | |||||
Balance, shares at May. 31, 2020 | 1,000,000 | 1,919,795 | |||||
Balance, amount at May. 31, 2020 | (3,480,299) | $ 1,000 | $ 1,919 | 18,375 | 51,310,389 | 371,031 | (55,183,013) |
Balance, shares at Feb. 29, 2020 | 1,000,000 | 1,919,795 | |||||
Balance, amount at Feb. 29, 2020 | (3,357,941) | $ 1,000 | $ 1,919 | 9,308 | 51,034,197 | 285,988 | (54,690,353) |
Net loss for the period | (1,127,995) | ||||||
Balance, shares at Nov. 30, 2020 | 1,000,000 | 1,975,213 | |||||
Balance, amount at Nov. 30, 2020 | (4,035,031) | $ 1,000 | $ 1,975 | 9,641 | 51,614,984 | 155,717 | (55,818,348) |
Balance, shares at May. 31, 2020 | 1,000,000 | 1,919,795 | |||||
Balance, amount at May. 31, 2020 | (3,480,299) | $ 1,000 | $ 1,919 | 18,375 | 51,310,389 | 371,031 | (55,183,013) |
Fair value of shares to be issued for services | 9,584 | 0 | 0 | 9,584 | 0 | 0 | 0 |
Fair value of stock options granted | 118,115 | 0 | 0 | 0 | 118,115 | 0 | 0 |
Foreign exchange translation loss | (196,358) | 0 | 0 | 0 | 0 | (196,358) | 0 |
Net loss for the period | (386,112) | 0 | $ 0 | 0 | 0 | 0 | (386,112) |
Fair value of shares issued for services, shares | 15,458 | ||||||
Fair value of shares issued for services, amount | 0 | 0 | $ 15 | (18,375) | 18,360 | 0 | 0 |
Fair value of shares issued as financing cost | 24,500 | $ 0 | $ 0 | 0 | 24,500 | 0 | 0 |
Balance, shares at Aug. 31, 2020 | 1,000,000 | 1,935,253 | |||||
Balance, amount at Aug. 31, 2020 | (3,910,570) | $ 1,000 | $ 1,934 | 9,584 | 51,471,364 | 174,673 | (55,569,125) |
Fair value of stock options granted | 83,077 | 0 | 0 | 0 | 83,077 | 0 | 0 |
Foreign exchange translation loss | (18,956) | 0 | 0 | 0 | 0 | (18,956) | 0 |
Net loss for the period | (249,223) | 0 | 0 | 0 | 0 | (249,223) | |
Fair value of shares issued for services | 9,641 | 0 | $ 0 | 9,641 | 0 | 0 | 0 |
Fair value of shares to be issued for services, shares | 5,666 | ||||||
Fair value of shares to be issued for services, amount | 0 | 0 | $ 6 | (9,584) | 9,578 | 0 | 0 |
Fair value of shares issued as financing cost, shares | 17,647 | ||||||
Fair value of shares issued as financing cost, amount | 25,500 | 0 | $ 18 | 0 | 25,482 | 0 | 0 |
Fair value of shares issued to settle debt, shares | 17,647 | ||||||
Fair value of shares issued to settle debt, amount | 25,500 | $ 0 | $ 17 | 0 | 25,483 | 0 | 0 |
Balance, shares at Nov. 30, 2020 | 1,000,000 | 1,975,213 | |||||
Balance, amount at Nov. 30, 2020 | (4,035,031) | $ 1,000 | $ 1,975 | 9,641 | 51,614,984 | 155,717 | (55,818,348) |
Balance, shares at Feb. 28, 2021 | 1,000,000 | 1,976,218 | |||||
Balance, amount at Feb. 28, 2021 | (4,339,988) | $ 1,000 | $ 1,976 | 19,497 | 51,728,412 | 74,510 | (56,165,383) |
Shares returned and cancelled, shares | (23,561) | ||||||
Fair value of shares to be issued for services | 10,355 | 0 | $ 0 | 10,355 | 0 | 0 | 0 |
Shares returned and cancelled, amount | 0 | 0 | (23) | 0 | 23 | 0 | 0 |
Fair value of stock options granted | 89,887 | 0 | 0 | 0 | 89,887 | 0 | 0 |
Foreign exchange translation loss | (198,558) | 0 | 0 | 0 | 0 | (198,558) | 0 |
Net loss for the period | (280,378) | $ 0 | $ 0 | 0 | 0 | 0 | (280,378) |
Balance, shares at May. 31, 2021 | 1,000,000 | 1,952,657 | |||||
Balance, amount at May. 31, 2021 | (4,718,682) | $ 1,000 | $ 1,953 | 29,852 | 51,818,322 | (124,048) | (56,445,761) |
Balance, shares at Feb. 28, 2021 | 1,000,000 | 1,976,218 | |||||
Balance, amount at Feb. 28, 2021 | (4,339,988) | $ 1,000 | $ 1,976 | 19,497 | 51,728,412 | 74,510 | (56,165,383) |
Net loss for the period | (544,313) | ||||||
Balance, shares at Nov. 30, 2021 | 1,000,000 | 2,020,871 | |||||
Balance, amount at Nov. 30, 2021 | (4,707,535) | $ 1,000 | $ 2,021 | 9,772 | 51,874,206 | 115,162 | (56,709,696) |
Balance, shares at May. 31, 2021 | 1,000,000 | 1,952,657 | |||||
Balance, amount at May. 31, 2021 | (4,718,682) | $ 1,000 | $ 1,953 | 29,852 | 51,818,322 | (124,048) | (56,445,761) |
Fair value of shares to be issued for services | 9,908 | 0 | 0 | 9,908 | 0 | 0 | 0 |
Fair value of stock options granted | 5,718 | 0 | 0 | 0 | 5,718 | 0 | 0 |
Foreign exchange translation gain | 181,066 | 0 | 0 | 0 | 0 | 181,066 | 0 |
Net loss for the period | (131,646) | $ 0 | $ 0 | 0 | 0 | 0 | (131,646) |
Balance, shares at Aug. 31, 2021 | 1,000,000 | 1,952,657 | |||||
Balance, amount at Aug. 31, 2021 | (4,653,636) | $ 1,000 | $ 1,953 | 39,760 | 51,824,040 | 57,018 | (56,577,407) |
Fair value of shares to be issued for services | 9,772 | 0 | 0 | 9,772 | 0 | 0 | 0 |
Fair value of stock options granted | 10,474 | 0 | 0 | 0 | 10,474 | 0 | 0 |
Foreign exchange translation gain | 58,144 | 0 | 0 | 0 | 0 | 58,144 | 0 |
Net loss for the period | (132,289) | 0 | $ 0 | 0 | 0 | 0 | (132,289) |
Shares issued for services, shares | 68,214 | ||||||
Shares issued for services, amount | 0 | $ 0 | $ 68 | (39,760) | 39,692 | 0 | 0 |
Balance, shares at Nov. 30, 2021 | 1,000,000 | 2,020,871 | |||||
Balance, amount at Nov. 30, 2021 | $ (4,707,535) | $ 1,000 | $ 2,021 | $ 9,772 | $ 51,874,206 | $ 115,162 | $ (56,709,696) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Operating Activities | ||
Net loss for the period | $ (544,313) | $ (1,127,995) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 3,172 | 4,077 |
Financing costs | 7,634 | 54,678 |
Loss on settlement of debt | 0 | 21,516 |
Stock-based compensation | 136,114 | 500,998 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,380 | 13,125 |
Prepaid expenses and deposits | (2,268) | 3,647 |
Accounts payable and accrued liabilities | (6,580) | 49,024 |
Due to related parties | 84,201 | 137,863 |
Net Cash Used in Operating Activities | (314,660) | (343,067) |
Investing Activities | ||
Purchase of property and equipment | (816) | (1,420) |
Net Cash Used in Investing Activities | (816) | (1,420) |
Financing Activities | ||
Proceeds from loans payable | 202,607 | 370,339 |
Repayment of loans payable | 0 | (28,090) |
Proceeds from related party loans | 102,967 | 0 |
Net Cash Provided by Financing Activities | 305,574 | 342,249 |
Effect of Foreign Exchange Rate Changes on Cash | 15,710 | (24,844) |
Change in Cash | 5,808 | (27,082) |
Cash, Beginning of Period | 1,251 | 32,025 |
Cash, End of Period | 7,059 | 4,943 |
Non-cash Investing and Financing Activities: | ||
Shares issued to settle financing cost payable | 0 | 25,500 |
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, 2021 | |
Nature of Operations and Continuance of Business | |
1. Nature of Operations and Continuance of Business | 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 March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, have 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, 2021, the Company has a working capital deficit of $4,720,522 and an accumulated deficit of $56,709,696 since inception. As at November 30, 2021, the Company is in default of certain loans payable (refer to Note 4). Furthermore, during the nine months ended November 30, 2021, the Company used $314,660 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 | 9 Months Ended |
Nov. 30, 2021 | |
Significant Accounting Policies | |
2. Significant Accounting Policies | 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 consolidated financial statements include the accounts of the Company and the following entities: 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 28, 2021. 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, 2021 | |
Property and Equipment | |
3. Property and Equipment | 3. Property and Equipment November 30, 2021 $ February 28, 2021 $ Computer equipment 40,193 40,532 Furniture and equipment 40,244 39,782 Total 80,437 80,314 Less: accumulated depreciation (67,450 ) (64,902 ) Net carrying value 12,987 15,412 |
Loans Payable
Loans Payable | 9 Months Ended |
Nov. 30, 2021 | |
Loans Payable | |
4. Loans Payable | 4. Loans Payable (a) As at November 30, 2021, the Company owed $2,278,537 (February 28, 2021 – $2,235,893) which is non-interest bearing, unsecured, and due on demand. (b) As at November 30, 2021, the Company owed $576,854 (February 28, 2021 – $442,802) which is unsecured, non-interest bearing, unsecured, and due on demand. (c) As at November 30, 2021, the Company owed $117,255 (February 28, 2021 - $118,245) 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 5,882 shares of common stock with a fair value of $24,500 and granted 2,941 stock options with a fair value of $11,835 exercisable at $17.00 per share expiring on June 17, 2023. On October 5, 2020, the Company issued 17,648 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. (d) As at November 30, 2021, the Company owed $195,425 (February 28, 2021 - $197,075) under a loan agreement dated October 5, 2020. The loan was due on November 25, 2020 and secured by 588,235 shares of common stock of the Company owned by the President of the Company. The Company issued 17,648 shares of common stock in lieu of any interest and late payment penalties. (e) As at November 30, 2021, the Company owed $93,824 (February 28, 2021 - $94,596) under a loan agreement dated December 1, 2020. The loan is unsecured, non-interest bearing, unsecured, and due on demand. (f) As at November 30, 2021, the Company owed $23,452 (February 28, 2021 - $23,649) under a loan agreement dated December 1, 2020 which is unsecured, bears interest at 5% per annum, and had a maturity date of June 1, 2021. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date. (g) As at November 30, 2021, the Company owed $46,902 (February 28, 2021 - $31,532) 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. The loan has been classified as a current liability as the Company has some uncertainty around meeting all of the eligibility requirements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Nov. 30, 2021 | |
Related Party Transactions | |
5. Related Party Transactions | 5. Related Party Transactions (a) As at November 30, 2021, the Company owed $1,004,445 (February 28, 2021 – $930,020) to the President of the Company which is unsecured, non-interest bearing, and due on demand. (b) As at November 30, 2021, the Company owed $117,082 (February 28, 2021 - $15,200) under various loan agreements which are unsecured, bear interest at 5% per annum, and have different maturity dates respectively. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date. Interest is accrued until final repayment and is based on the principal amount outstanding. The loan agreements are with the spouse of the President of the Company. (c) As at November 30, 2021, the Company owed $27,792 (February 28, 2021 - $28,028) to the Chief Operating Officer (“COO”) of the Company. The amount owing is included in accounts payable and accrued liabilities. During the nine months ended November 30, 2021, the Company incurred $30,676 (2020 – $30,069) in research and development fees to the COO of the Company. (d) During the nine months ended November 30, 2021, the Company incurred $144,360 (2020 – $133,056) in research and development fees to the President of the Company. (e) During the nine months ended November 30, 2021, the Company incurred $18,045 (2020 - $16,927) in administrative fees included in general and administrative to the office manager who is also the spouse of the President of the Company. (f) During the nine months ended November 30, 2021, the Company recognized stock-based compensation of $117,826 (2020 - $379,521) to the President, COO of the Company, and directors of the Company. The Company also recognized stock-based compensation of $18,561 (2020 - $93,163) in general and administrative to the spouse of the President of the Company. |
Common Stock
Common Stock | 9 Months Ended |
Nov. 30, 2021 | |
Common Stock | |
6. Common Stock | 6. Common Stock (a) On November 30, 2021, the Company authorized the issuance of 16,342 shares of common stock with a fair value of $9,772 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, 2021, these shares remain to be issued. (b) On August 31, 2021, the Company authorized the issuance of 30,391 shares of common stock with a fair value of $9,908 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, 2021, these shares have been issued (c) On May 31, 2021, the Company authorized the issuance of 19,910 shares of common stock with a fair value of $10,355 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, 2021, these shares have been issued. (d) On February 28, 2021, the Company authorized the issuance of 6,570 shares of common stock with a fair value of $9,856 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, 2021, these shares have been issued. (e) On November 30, 2020, the Company authorized the issuance of 11,343 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, 2021, these shares have been issued. |
Stock Options
Stock Options | 9 Months Ended |
Nov. 30, 2021 | |
Stock Options | |
7. Stock Options | 7. Stock Options The following table summarizes the continuity of stock options: Number of options Weighted average exercise price $ Aggregate intrinsic value $ Balance, February 28, 2021 283,368 17.00 - Granted 52,941 17.00 Balance, November 30, 2021 336,309 17.00 - Additional information regarding stock options outstanding as at November 30, 2021 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 $ 17.00 336,309 3.8 17.00 336,309 17.00 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, 2021 Nine months ended November 30, 2020 Risk-free interest rate 0.90 % 0.27 % Expected life (in years) 5 5 Expected volatility 284 % 284 % The fair value of stock options recognized during the nine months ended November 30, 2021 was $106,103 (2020 - $477,384), 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, 2021 was $0.48 (2020 – $17.00) per option. |
Commitments
Commitments | 6 Months Ended |
Aug. 31, 2021 | |
Commitments | |
8. Commitments | 8. 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 was to pay this company $5,000 per month for a period of six months. In addition, The Company was to issue 29,412 shares of common of stock upon execution of the agreement (issued) and 29,412 shares of common stock upon an uplisting of the Company’s common stock to a national exchange. For any financing, the Company would 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 were waived and the consultant was to return 23,561 shares of common stock. During the nine months ended November 30, 2021, these shares were returned and cancelled. (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 17,647 stock options exercisable at $17.00 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 monthly payments and Cdn$50,000 payable in equivalent shares of common stock of the Company on the last business day of each quarter. As at November 30, 2021, the agreement has not been terminated and so is deemed to have renewed for a further one year period. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 30, 2021 | |
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 consolidated financial statements include the accounts of the Company and the following entities: All inter-company balances and transactions have been eliminated. |
Interim Financial Statement | 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 28, 2021. 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, 2021 | |
Property and Equipment | |
Schedule Of Property and Equipment | November 30, 2021 $ February 28, 2021 $ Computer equipment 40,193 40,532 Furniture and equipment 40,244 39,782 Total 80,437 80,314 Less: accumulated depreciation (67,450 ) (64,902 ) Net carrying value 12,987 15,412 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Nov. 30, 2021 | |
Stock Options | |
Schedule of continuity of stock options | Number of options Weighted average exercise price $ Aggregate intrinsic value $ Balance, February 28, 2021 283,368 17.00 - Granted 52,941 17.00 Balance, November 30, 2021 336,309 17.00 - |
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 $ 17.00 336,309 3.8 17.00 336,309 17.00 |
Schedule of fair value of stock options | Nine months ended November 30, 2021 Nine months ended November 30, 2020 Risk-free interest rate 0.90 % 0.27 % Expected life (in years) 5 5 Expected volatility 284 % 284 % |
Nature of Operations and Cont_2
Nature of Operations and Continuance of Business (Details Narrative) - USD ($) | 9 Months Ended | ||
Nov. 30, 2021 | Nov. 30, 2020 | Feb. 28, 2021 | |
Nature of Operations and Continuance of Business | |||
Accumulated Deficit | $ (56,709,696) | $ (56,165,383) | |
Working capital deficit | (4,720,522) | ||
Net Cash Used In Operating Activities | $ 314,660 | $ 343,067 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Nov. 30, 2021 | Feb. 28, 2021 |
Property and Equipment, Total | $ 80,437 | $ 80,314 |
Less: Accumulated depreciation | (67,450) | (64,902) |
Net carrying value | 12,987 | 15,412 |
Computer Equipment [Member] | ||
Property and Equipment, Total | 40,193 | 40,532 |
Furniture And Equipment [Member] | ||
Property and Equipment, Total | $ 40,244 | $ 39,782 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | Oct. 05, 2020 | Nov. 30, 2021 | Feb. 28, 2021 |
Issuance of common stock | 17,648 | ||
Fair value of common stock | $ 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 | ||
Amount due | 3,332,249 | $ 3,143,792 | |
Loan Agreement One [Member] | |||
Amount due | $ 23,452 | 23,649 | |
Interest rate | 5.00% | ||
Maturity date | Jun. 1, 2021 | ||
Revised interest rate description | The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date | ||
Loan Agreement [Member] | |||
Amount due | $ 93,824 | $ 94,596 | |
Loan Agreement [Member] | President [Member] | |||
Interest rate | 12.00% | 5.00% | |
Loan Agreement [Member] | October 5, 2020 [Member] | |||
Amount due | $ 195,425 | $ 197,075 | |
Maturity date | Nov. 25, 2020 | ||
Shares reserved against debt, shares | 588,235 | ||
Shares issued upon debt conversion, shares | 17,648 | ||
Loans Payable Three [Member] | |||
Issuance of common stock | 5,882 | ||
Extension of the maturity date of the loan | Jul. 31, 2020 | ||
Amount due | $ 117,255 | 118,245 | |
Interest rate | 5.00% | ||
Maturity date | Jun. 17, 2023 | ||
Penalty rate, percentage | 2.00% | ||
Stock option granted | 2,941 | ||
Fair value of stock options | $ 11,835 | ||
Fair value of issuance of common stock | $ 24,500 | ||
Exercisable price | $ 17 | ||
Loans Payable [Member] | |||
Amount due | $ 2,278,537 | 2,235,893 | |
Loans Payable One [Member] | |||
Amount due | 576,854 | 442,802 | |
Loans Payable Two [Member] | |||
Amount due | $ 46,902 | $ 31,532 | |
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 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 | Nov. 30, 2020 | Nov. 30, 2021 | Nov. 30, 2020 | Feb. 28, 2021 | |
Stock-based compensation | $ 136,114 | $ 500,998 | |||
Research and development fees | $ 86,233 | $ 185,678 | 346,119 | 779,404 | |
COO [Member] | |||||
Research and development fees | 30,676 | 30,069 | |||
Due to related parties | 27,792 | 27,792 | $ 28,028 | ||
President [Member] | |||||
Due to related parties | 1,004,445 | 1,004,445 | 930,020 | ||
Research and development fees | 144,360 | 133,056 | |||
President [Member] | Loan Agreement [Member] | |||||
Due to related parties | $ 117,826 | $ 117,826 | $ 15,200 | ||
Rate of interest | 12.00% | 5.00% | |||
Spouse Of President [Member] | |||||
Stock-based compensation | $ 18,561 | 93,163 | |||
Administrative fees | 18,045 | 16,927 | |||
President, COO, and directors [Member] | |||||
Stock-based compensation | $ 117,082 | $ 379,521 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - COO [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2021 | Aug. 31, 2021 | May 31, 2021 | Nov. 30, 2020 | Feb. 28, 2021 | |
Number of shares issued for services, shares | 16,342 | 30,391 | 19,910 | 11,343 | 6,570 |
Fair value of shares issued for services, amount | $ 9,772 | $ 9,908 | $ 10,355 | $ 9,641 | $ 9,856 |
Stock Options (Details)
Stock Options (Details) | 9 Months Ended |
Nov. 30, 2021$ / sharesshares | |
Number Of Options | |
Beginning balance | shares | 283,368 |
Granted | shares | 52,941 |
Ending balance | shares | 336,309 |
Weighted average exercise price | |
Beginning balance, Weighted average exercise price | $ 17 |
Cancelled | 17 |
Ending balance, Weighted average exercise price | 17 |
Aggregate intrinsic value | |
Aggregate intrinsic value, Beginning balance | 0 |
Aggregate intrinsic value, Ending balance | $ 0 |
Stock Options (Details 1)
Stock Options (Details 1) - $ / shares | 9 Months Ended | ||
Nov. 30, 2021 | May 31, 2021 | Feb. 28, 2021 | |
Stock Options | |||
Range of exercise prices | $ 17 | ||
Stock options Outstanding | |||
Number of options | 336,309 | 301,015 | 283,368 |
Weighted average remaining contractual life (years) | 3 years 9 months 18 days | ||
Weighted average exercise price | $ 17 | ||
Exercisable | |||
Number of options | 336,309 | ||
Weighted average exercise prices | $ 17 |
Stock Options (Details 2)
Stock Options (Details 2) | 9 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Stock Options (Details 2) | ||
Risk-free interest rate | 0.90% | 0.27% |
Expected life (in years) | 5 years | 5 years |
Expected volatility | 284.00% | 284.00% |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 9 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Stock Options (Details Narrative) | ||
Fair value of recognized expense | $ 106,103 | $ 477,384 |
Weighted average exercise price | $ 0.48 | $ 17 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Oct. 07, 2019USD ($)shares | Dec. 01, 2019CAD ($)shares | Nov. 30, 2021CAD ($)shares | Dec. 01, 2019$ / shares |
Stock option granted | 336,309 | |||
Private Placement [Member] | Financial Advisory Agreement [Member] | ||||
Investment banking services provided (monthly) | $ | $ 5,000 | |||
Common stock issued upon execution | 29,412 | |||
Common stock issued upon uplisting | 29,412 | |||
Commission | 8.00% | |||
Description of private placement | 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 was to pay this company $5,000 per month for a period of six months. In addition, The Company was to issue 29,412 shares of common of stock | |||
Fees | 1.00% | |||
COO [Member] | ||||
Compensation paid in cash | $ | $ 100,000 | $ 50,000 | ||
Stock option granted | 17,647 | |||
Exercisable price | $ / shares | $ 17 | |||
Compensation paid in cash equivalent to shares | $ | $ 50,000 | |||
Consultant [Member] | ||||
Stock repurchased, shares | 23,561 |