Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Feb. 28, 2021 | Aug. 31, 2021 | May 31, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | Enigma MPC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --02-28 | ||
Entity Common Stock, Shares Outstanding | 3,195,652 | ||
Entity Public Float | $ 100,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001816114 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Feb. 28, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity File Number | 000-56202 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Current Assets: | ||
Cash and Cash Equivalents | $ 19,671 | $ 10,450 |
Restricted Cash | 19 | |
Digital Assets (Note4) | 7,240 | 10,540 |
Loan to Related Party | 368 | |
Other Current Assets (Note 3) | 1,219 | 2,969 |
Total Current Assets | 28,130 | 24,346 |
Non-Current Assets: | ||
Property and Equipment, net (Note 5) | 3 | 73 |
Total Non-Current Assets | 3 | 73 |
TOTAL ASSETS | 28,133 | 24,419 |
Current Liabilities: | ||
Accounts Payable | 6 | 409 |
Other Accounts Liabilities (Note 6) | 3,104 | 1,100 |
Due to Related Party (Note 10) | 3,119 | |
Provision for Claims (Note 1B) | 24,858 | 24,858 |
Total Current Liabilities | 31,087 | 26,367 |
STOCKHOLDERS’ STOCKHOLDERS’ DEFICIT: | ||
Common Stock of $0.0001 par value per share; 10,000,000 shares authorized at February 28, 2021 and February 29, 2020;3,195,652 and 3,714,085 shares issued and outstanding at February 28, 2021 and February 29, 2020, respectively. | ||
Additional Paid-In Capital | (1,000) | |
Accumulated Deficit | (1,954) | (1,948) |
Total Stockholders' Deficit | (2,954) | (1,948) |
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT | $ 28,133 | $ 24,419 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Feb. 28, 2021 | Feb. 29, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 3,195,652 | 3,714,085 |
Common stock, shares outstanding | 3,195,652 | 3,714,085 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 1,619 | $ 512 |
Operating Expenses: | ||
Research and Development (Note 10) | 8,425 | 3,256 |
General Marketing and Administrative | 1,884 | 3,185 |
Impairment of Digital Assets | (825) | (208) |
Total Operating Expenses | 9,484 | 6,233 |
Loss from Operations | (7,865) | (5,721) |
Other Expenses (Note 1B) | (500) | |
Realized Gain on Sale of Digital Assets | 10,878 | 1,589 |
Financial Income (Expenses), Net | (103) | 97 |
Income (Loss) Before Taxes on Income | 2,910 | (4,535) |
Taxes on Income | (2,916) | (84) |
Loss Attributable to Common Stockholders | $ (6) | $ (4,619) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) $ in Thousands | Common Stock [Member]Common Stock [Member] | Accumulated Deficit | Treasury Stocks | Total |
Balance at Feb. 28, 2019 | $ 2,671 | $ 2,671 | ||
Balance (in Shares) at Feb. 28, 2019 | 3,714,085 | |||
Net Income (Loss) | (4,619) | (4,619) | ||
Balance at Feb. 29, 2020 | (1,948) | (1,948) | ||
Balance (in Shares) at Feb. 29, 2020 | 3,714,085 | |||
Net Income (Loss) | (6) | (6) | ||
Treasury Stocks | (1,000) | (1,000) | ||
Treasury Stocks (in Shares) | (518,433) | |||
Balance at Feb. 28, 2021 | $ (1,954) | $ (1,000) | $ (2,954) | |
Balance (in Shares) at Feb. 28, 2021 | 3,195,652 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (6) | $ (4,619) |
Depreciation | 18 | 22 |
Gain from activity with Digital Assets | (94) | |
Impairment of Digital Assets | (825) | (208) |
Realized Gain on Sale of Digital Assets | (10,878) | (1,589) |
Realized Loss on Sale of Fixed Assets | 7 | |
Changes in Assets and Liabilities: | ||
Prepaid Expenses and Other Current and Long-Term Assets | 1,400 | (1,235) |
Due to Related Party | 3,119 | |
Trade Payables | (403) | (62) |
Differed Tax Liability | 1,315 | |
Accrued Liabilities | 587 | 806 |
Net Cash used in Operating Activities | (5,760) | (6,885) |
Cash Flow from Investing Activities: | ||
Proceeds from Sale of Digital Assets | 15,544 | 3,302 |
(Providing) Redemption of Loan to a Related Party | 295 | (366) |
Investing in Digital Assets | (25) | |
Proceeds from Withdrawal of Short-Term Deposit | 19 | |
Sale of Property, Plant & Equipment | 45 | (3) |
Net Cash provided by Investing Activities | 15,878 | 2,933 |
Cash Flow from Financing Activities: | ||
Forfeiture Settlement with Stockholder | (1,000) | |
Government Loan Program | 103 | |
Net Cash provided by Financing Activities | (897) | |
Increase (Decrease) in Cash & Cash Equivalents | 9,221 | (3,952) |
Cash & Cash Equivalents at the Beginning of the Period | 10,450 | 14,402 |
Cash & Cash Equivalents at the End of the Period | 19,671 | 10,450 |
Supplemental Disclosures of Non-Cash Operating Activities: | ||
Receipt of Digital Assets in return of Loan to Related Party | 73 | |
Receipt of Digital Assets in return of Accounts Receivable | 350 | |
Supplemental Disclosures of Cash Flow Information: | ||
Cash Received for Interest | 13 | 30 |
Cash Paid for Income Taxes | $ 1 | $ 29 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations A. General Enigma MPC Inc., (“The Company” or “Enigma”) was incorporated in Delaware, United States, with the goal of changing and improving the way that data is shared, aggregated and monetized through the use of privacy preserving computation technologies. The Company’s business is to facilitate global adoption and usage of decentralized technologies. In order to raise money to fund the development of the Catalyst and the Enigma Data Marketplace (Catalyst and Enigma Data Marketplace together – the “Enigma Network”), the Company sold digital tokens (“ENG Tokens”) in an initial coin offering (“ICO”) through its wholly owned subsidiary in the Cayman Islands, Enigma ENG International, (the “Cayman Subsidiary”), which was incorporated in 2017. From June to September 11, 2017, the Company sold approximately 75 million ENG Tokens in exchange for Bitcoin or Ether in two phases. In the first phase, $48 million ENG Tokens were sold pursuant to Simple Agreements for Future Tokens (“SAFT”) for aggregate proceeds of approximately $25 million. These ENG Tokens were sold at an approximate 10% discount relative to the ENG Tokens sold in the second phase. In the second phase, on September 11, 2017, the Company conducted a one-day crowd sale and sold 27 million ENG Tokens at a price of $0.60 per token, for aggregate proceeds of approximately $17 million. The total proceeds received from the ICO were approximately $42 million. The ENG Tokens were delivered to the purchasers in October 2017. In addition to the Cayman Subsidiary, the Company has a wholly owned Israeli subsidiary, Enigma Lab Ltd. (the “Israeli Subsidiary”), which was incorporated in January 2018. At the time of the ICO, the Company’s goals were for ENG Tokens to serve as a way to incentivize and monetize data curation on the Enigma Network. The Company represented to the purchasers of ENG Tokens through SAFTs that it expected that a substantial portion of the proceeds from the ICO would be used to fund the development of the Enigma Network. In a discussion of expected use of proceeds included in a private placement memorandum (“PPM”) provided to purchasers through SAFTs, the Company estimated that the funds raised would be used approximately as follows – (I) product and technology development – 60% (ii) operations – 15% (iii) marketing – 10% and (iv) legal and administrative – 5%. The PPM also stated that the Company reserves the right to modify its use of proceeds at its discretion, and that all estimates provided are subject to change. The terms of sale of the ENG Tokens which every purchaser accepted state, among others, that the ownership of ENG Tokens carries no rights, express or implied, other than the right to enable usage of and interact with the Enigma Network, if successfully completed and deployed. In particular, purchasers accept that ENG Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Enigma Network, and/or the Company and its corporate affiliates, other than rights relating to use of the Enigma Network, subject to limitations and conditions stated in the terms of sale. The ENG Tokens do not pay interest and have no maturity date. The ENG Tokens confer only the right to usage with the Enigma Network and confer no other rights of any form with respect to the Company, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights. Based on the above, the Company has determined that the issuance of ENG Tokens in the ICO represented an implied obligation to perform research and development services and therefore accounts for the proceeds received in the ICO in accordance with ASC 730-20, Research and Development Arrangements. Pursuant to ASC 730-20, all proceeds received from the ICO are recorded as deferred revenues. Due to the difficulty at the time of the ICO in estimating the timing and success of outcome of the development of the Enigma Network, all development cost is expensed as incurred. Deferred revenues are recognized as income over the period of development in an amount equal to the operational expenditures incurred with no profit margin (net 0), until the completion of the development. During the years 2017-2018, the company developed and completed Catalyst and the Enigma Data Marketplace (collectively, the “Enigma Network”). The development of the Enigma Network was completed and functioning as of February 28, 2019. Accordingly, the Company believes that it has completed all of its implied obligation to perform the research and development services. Therefore, there is currently no requirement to defer any revenue, and any remaining balance of the ENG Token liability subsequent to the Claims Form Deadline will be recorded as income immediately up to the estimated total claims as described in note 1B. As of February 28, 2019, the Enigma Data Marketplace and Catalyst were live. Concurrently, and throughout 2019, the company also developed the Enigma Protocol. All of these products were designed to support ENG Tokens. Since the beginning of 2020, the company has ceased development of the Enigma protocol, and has been focusing on supporting the development of the Secret Network. The Secret Network was originally launched In February 2020, by the Company together with an initial group of 20 other independent parties (the Secret Network Community), consisting of cryptocurrency and privacy enthusiasts and entities, including funds, companies that offer professional staking service providers (validators), exchanges and companies building products in the cryptocurrency ecosystem. Launching the Secret Network was a technical process in which the network’s Genesis Block was signed by all participants in the Secret Network Community. The Secret Network shares a mission with the previously developed Enigma Protocol, a prior initiative undertaken by us to enable “secret” contracts on blockchain technology. B. Settlement of U.S. Securities and Exchange Commission (“SEC”) Administrative Proceeding In February 2020, the Company reached a settlement with the SEC (the “Settlement”) related to the issuance of the ENG Tokens in the ICO, as described A above. As part of the Settlement, the Company has agreed to administer a claims process available to those who purchased ENG Tokens from the Company before and up to September 11, 2017. Such purchasers who elect to participate and timely submit a completed claim form along with certain required supporting documentation will be permitted to tender their ENG Tokens to the Company in exchange for payment of the consideration paid for the ENG Tokens, plus interest thereon, less the amount of any income received thereon. If the purchaser of the ENG Tokens no longer owns the ENG Tokens that were purchased in the ICO, the purchaser is entitled to claim for any damages incurred. Pursuant to the terms of the Settlement, ENG holders that wish to participate in the claims process have until the earlier of three months from the date that the SEC’s Division of Corporation Finance notifies the Company that it has completed its review of the Company’s registration statement on Form 10 (the “Form 10) has been concluded or six months from the effective date of the Form 10 (the “Effective Date and the “Claims Form Deadline,” respectively. Payment by the Company of all substantiated claims is required within three months Claims Form Deadline (“Final Payment Date”). The total maximum claim could be up to $42 million, which is the equivalent of our net proceeds from the ICO, including the pre-sale, after discounts, however, this maximum claim amount assumes that all ICO participants still hold the ENG Tokens or sold at a loss. Based on the ENG Token market the Company knows that some of the $42 million ENG Tokens sold at the ICO have since been sold at a profit. Accordingly, in exercising a prudent approach, as of the end of the reporting periods presented herein, the Company has recorded a liability for the estimated of claims of $24.9 million (the “ENG Token Liability”). All payments by the Company of substantiated claims pursuant to the terms of the Settlement will be offset against the ENG Token Liability. Based on current cash and value of intangible assets, the Company may have a sufficient amount of cash or cash equivalents on hand, and all valid refund claims will be paid in full. If the Company does not have the sufficient amount of cash on hand or cash from the sale of cash equivalents to pay all valid refund claims, depending on the cash shortfall, the Company may seek other funding options. If the Company has a sufficient amount of cash or cash equivalents on hand, all valid refund claims will be paid in full. If the Company will not have a sufficient amount of cash on hand or cash from the sale of cash equivalents to pay all valid refund claims, depending on the cash shortfall, the Company may seek funding from potential investors or any other available resources. In case of shortfall, the Company intend to partially pay all valid refund claims, on a pro rata basis, until the Company can obtain additional cash to cover all valid payments, in full, and all unpaid amounts will continue to accrue interest until paid in full. There can be no guarantee that that company will ever seek additional financing and that if it does, that such additional financing (whether debt or equity) will be available to on favorable terms. If the Company is required to seek additional financing or sell assets that we hold, this could result in significant expenses to the Company and have a material adverse effect on the financial position. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The audited consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or liabilities that might be necessary should the Company be unable to continue as a going concern In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to Israel and the United States, and infections were reported globally. Many countries around the world, including in Israel, had significant governmental measures implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business. These measures resulted in work stoppages and other disruptions. The extent to which the coronavirus impacts our operations is very minimal. The pandemic has greatly affected the economy thus impacting people’s livelihood and sources of inflows considering the duration and severity of the outbreak. In particular, although multiple vaccines have been approved globally, the continued spread of the coronavirus globally, could have a material adverse impact on the Company’s operations and workforce, including its ability to raise additional capital, if sought out, which in turn could have a material adverse impact on the Company’s business, financial condition and results of operation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) as determined by Financial Accounting Standards Board (the “FASB”) within its Accounting Standards Codification (“ASC”) and under the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements includes the accounts of the company and its owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The Company is not involved with variable interest entities. The Company fully owns in Enigma MPC Inc. (“Cayman subsidiary”) and Enigma Labs Ltd (“Cayman subsidiary”); accordingly, the Company consolidates these entities. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements includes the revenue recognition. ENG Token Liabilities claims process provision and deferred tax valuation allowance. Foreign Currency A substantial portion of the Company’s financing activities, including equity transactions and cash investments, are incurred in U.S. dollars. The Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the U.S. dollar. A subsidiary’s functional currency is the currency of the primary economic environment in which the subsidiary operates; normally, that is the currency of the environment in which a subsidiary primarily generates and expends cash. In making the determination of the appropriate functional currency for a subsidiary, the Company considers cash flow indicators, local market indicators, financing indicators and the subsidiary’s relationship with both the parent company and other subsidiaries. For subsidiaries that are primarily a direct and integral component or extension of the parent entity’s operations, the U.S. dollar is the functional currency. The Company has determined the functional currency of its foreign subsidiaries is the U.S. dollar. The foreign operation is considered a direct and integral part or extension of the Company’s operations. The day-to-day operations of the foreign subsidiary are dependent on the economic environment of the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Statement of the Accounting Standard Codification (“ACS”) No. 830 “Foreign Currency Matters” (“ASC No. 830”). All transaction gains and losses of the re- measured monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market instruments. With respect to the Cash and Cash Equivalents, the concentration and minimization of credit risk is facilitated by maintaining cash and cash equivalents with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation. Receivables and Allowance for Doubtful Accounts Receivables are recorded at the owed amount, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its receivables and adjusts credit limits based upon payment history and the customer’s current credit worthiness; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions. Concentrations of Credit Risk and Off-Balance Sheet Risk The Company is subject to concentration of credit risk with respect to their cash and cash equivalents, which the Company attempts to minimize by maintaining cash and cash equivalents with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held. The Company has no financial instruments with off-balance sheet risk of loss. Revenue Recognition The Company has determined that the issuance of ENG Tokens in the ICO represented an implied obligation to perform research and development services and therefore accounts for the proceeds received in the ICO in accordance with ASC 730-20, “Research and Development Arrangements.” At the time of, and in conjunction with the ENG Token issuance, the Company’s obligation was to develop Catalyst and the Enigma Data Marketplace (together, the Enigma Network). Due to the significant hurdles in developing the Enigma Network, all of the Company’s development costs were expensed. Pursuant to ASC 730-20, all proceeds received from the ICO are recorded as deferred revenues. The following tables demonstrates the movement in the deferred revenue. (In thousands of U.S. dollars). Balance at February 28, 2018 $ 21,087 Service provide in exchange of Digital token (ENG Tokens) 1,210 Revenue Realized (22,297 ) Balance at February 29, 2019 - The Company has determined that the issuance of ENG Tokens in the ICO represented an implied obligation to perform research and development services and therefore accounts for the proceeds received in the ICO in accordance with ASC 730-20, “Research and Development Arrangements.” At the time of, and in conjunction with the ENG Token issuance, the Company’s obligation was to develop Catalyst and the Enigma Data Marketplace (together, the Enigma Network). Due to the significant hurdles in developing the Enigma Network, all of the Company’s development costs were expensed. Pursuant to ASC 730-20, all proceeds received from the ICO are recorded as deferred revenues. The following tables demonstrates the movement in the deferred revenue. Accrued Post-Employment Benefit Under Israeli employment laws, employees of the Company are included under Section 14 of the Severance Compensation Act, 1963 (“Section 14”) for a portion of their salaries. According to Section 14, these employees are entitled to monthly payments made by the Company on their behalf with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments with respect to those employees. The obligation to make the monthly deposits is expensed as incurred. In addition, the aforementioned deposits are not recorded as an asset in the consolidated balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. Severance costs amounted to approximately $55 thousand and $0 thousand for the year ended February 29, 2020 and February 28, 2021, respectively. Contingent Liabilities The Company accounts for its contingent liabilities in accordance with ASC No. 450, “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. With the exception of the claims process as described in Note 1B as of February 28, 2021 and February 29 2020, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC 480, Distinguishing Liabilities from Equity Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet. The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e., at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received. The Company records its financial instruments classified as liabilities at their fair value at each subsequent measurement date. The changes in fair value of these financial instruments are recorded as other expense/income. Fair Value of Financial Instruments: The Company measures and discloses the fair value of financial assets and liabilities in accordance with ASC Topic 820, “Fair Value Measurement.” Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable inputs that are based on inputs not quoted on active markets but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data are available. Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, at the following annual rates: Computers and Software 33 % Office Furniture and Equipment 7 % Impairment of Long-term Assets The Company evaluates the recoverability of tangible and intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. Comprehensive Loss The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the period presented. Adoption of Recent Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. In February 2016, the FASB issued ASU 2016-02—Leases, requiring the recognition of lease assets and liabilities on the balance sheet. The standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than 12 months. The standard is effective for public entities for fiscal years beginning after December 15, 2018 and for the Company for fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of adopting this new guidance on its financial statements. In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Feb. 28, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets | Note – Other Current Assets February 28, February 29, 2021 2020 (In Thousands of U.S. Dollars) Receivables for Sales of Digital Asset 843 1,193 Tax Authorities 376 430 Due from Employees - 31 Prepaid Expenses - 1,315 TOTAL $ 1,219 $ 2,969 |
Digital Assets
Digital Assets | 12 Months Ended |
Feb. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Digital Assets | Note – Digital Assets Digital Assets held by the Company consist of primarily Ether and Bitcoin (the “Digital Assets”) and are included in current assets in the consolidated balance sheets. Due to the lack of authoritative GAAP guidance, the Company has determined its Digital Assets to be akin to intangible assets and are accounted in such manner. As intangible assets, Digital Assets are initially measured at cost. Since there is no limit on the useful life of the Company’s Ether and Bitcoin, they are classified as indefinite-lived intangible assets. Indefinite-lived intangible assets are not subject to amortization. Instead they are tested for impairment on an annual basis and more frequently if events or circumstances change that indicate that it’s more likely than not that the asset is impaired. As a result of the aforementioned, the Company will only recognize decreases in the value of its Ether and Bitcoin, and any increase in value will be recognized upon disposition. Ether and Bitcoin are traded on exchanges in which there are observable prices in an active market, the Company views a decline in the quoted price below the cost to be an impairment indicator. The quoted price and observable prices, for Ether and Bitcoin, are determined by the Company using a principal market analysis in accordance with ASC 820, Fair Value Measurement When the Company evaluates its Ether and Bitcoin for impairment under ASC 350, Intangible – Goodwill and Other Realized gain (loss) on sale of Digital Assets is included in other income (expense) in the consolidated statements of operations, while impairment of Digital Assets is included in operating expenses because of the nature of the assets. Changes in Digital Assets during Fiscal 2020 and 2021 were as follows (In Thousands of U.S. Dollars) Ether Bitcoin ZEC XLM USDT USDC Others XRP Total Balance at February 28, 2019 $ 6,211 $ 4,634 $ 366 $ 149 $ - $ - $ 686 $ 12,046 Receipt of Digital Assets $ 337 $ 1,521 $ - $ - $ - $ - $ - $ 1,858 Sale of Digital Assets $ (835 ) $ (1,328 ) $ (418 ) $ (209 ) $ - $ - $ (782 ) $ (3,572 ) Impairment $ 52 $ 60 $ - $ - $ 96 $ 208 Balance at February 29, 2020 $ 5,713 $ 4,827 $ - $ - $ - $ - $ - $ 10,540 Receipt of Digital Assets $ 40 $ 7 $ - $ - $ 189 $ 275 $ 30 $ - $ 541 Sale of Digital Assets $ (3,005 ) $ (1,631 ) $ - $ - $ - $ - $ (30 ) $ - $ (4,666 ) Impairment $ 687 $ 138 $ - $ - $ - $ - $ - $ 825 Balance at February 28, 2021 $ 3,435 $ 3,341 $ - $ - $ 189 $ 275 $ - $ - $ 7,240 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Feb. 28, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Note 5 – Property, Plant and Equipment, Net Property, plant and equipment consisted of the following: February 28, February 29, 2021 2020 (In Thousands of U.S. Dollars) Cost: Computers and Software 4 23 Office Furniture and Equipment - 96 Less: Accumulated Depreciation (1 ) (46 ) TOTAL $ 3 $ 73 |
Other Current Liabilities_
Other Current Liabilities: | 12 Months Ended |
Feb. 28, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Current Liabilities: | Note 6 – Other Current Liabilities: February 28, February 29, 2021 2020 (In Thousands of U.S. Dollars) Accrued Expenses 53 1,084 Tax Due 1,580 - Deferred Tax short term 1,315 - Government Loan 103 Employee Payables 53 16 TOTAL $ 3,104 $ 1,100 |
Common Stock
Common Stock | 12 Months Ended |
Feb. 28, 2021 | |
Common Stock [Abstract] | |
Common Stock | Note 7 - Common Stock Common Stock On August 24, 2015, the Company approved its subscription agreements with its founding stockholders, according to which the Company issued 6,000,000 shares of Common Stock for no monetary consideration. During 2016, the Company repurchased 2,481,567 shares from one of its founders. In July 2020, as part of a confidential settlement and release agreement with a former shareholder of the Company, the shareholder forfeited 518,433 shares, and the Company agreed to pay $1 million and 3,000,000 SCRT tokens. Currently there are 3,195,652 February 28, February 29, 2021 2020 Shares, par value $0.0001 per share: Common Stock Outstanding 3,195,652 3,714,085 Common Stock Authorized 10,000,000 10,000,000 Under the Company’s 2016 Stock Plan, the Company is authorized to issue 776,503 options to purchase shares of common stock. The awards may be granted to our officers, outside directors, employees and consultants or the officers, directors, employees and consultants of the subsidiaries. There are currently no outstanding options. |
Contingent Liabilities
Contingent Liabilities | 12 Months Ended |
Feb. 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities | Note 8 – Contingent Liabilities Le al Proceedings See Note 1B regarding the Settlement with SEC and Claims Process. |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 - Income Taxes The Company records income tax expense related to profits realized in the United States Cayman Island, and realized by its subsidiary in Israel. United States: The Company’s tax accounts are based on enacted legislation in effect as of the year end in accordance with GAAP and do not include any potential effects of proposed legislation that has yet to be enacted. Such proposals can have a significant effect of taxes due in the future. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), a comprehensive tax legislation that includes significant changes to the taxation of business entities. These changes, most of which are effective for tax years beginning after December 31, 2017, include several key tax provisions that might impact the Company, among others: (I) a permanent reduction to the statutory federal corporate income tax rate from 35% (top rate) to 21% (flat rate) effective for tax years beginning after December 31, 2017 (II) a new tax deduction in the amount of 37.5% of “foreign derived intangible income” that effectively reduces the federal corporate tax on certain qualified foreign derived sales/licenses/leases and service income in excess of a base amount to 13.125% (as compared to the regular corporate income tax rate of 21%); (III) stricter limitation on the tax deductibility of business interest expense; (IV) a shift of the U.S. (V) taxation of multinational corporations from a tax on worldwide income to a territorial system (along with certain rules designed to prevent erosion of the U.S. income tax base); a one-time deemed repatriation tax on accumulated offshore earnings held in cash and illiquid assets, with the latter taxed at a lower rate; (VI) a one-time transition tax imposed on untaxed foreign earnings of certain specified foreign corporations by deeming those earnings to be repatriated. Foreign earnings held in the form of cash and cash equivalents are taxed at 15.5%, and the remaining earnings are taxed at 8% and (VII) an expansion of the U.S. controlled foreign corporation (“CFC”) anti-deferral treatment starting with the CFC’s first tax year beginning in 2018 intended to tax in the U.S. as “global intangible low-taxed income” (“GILTI”). The Company recorded loss from continuing operations, before taxes on income for the period indicated as follows (in thousands of U.S. dollars): February 28, February 29, Domestic $ (10,245 ) $ (6,624 ) Foreign 13,155 2,089 Income (loss) before Income Taxes $ (2,910 ) $ (4,535 ) February 28, February 29, Current: Federal $ 1,600 $ 13 State 1 1 Foreign - 70 $ 1,601 84 Deferred: Federal 1,315 - State - - Foreign - - $ 1,315 - Income Tax Expense $ 2,916 84 The effective income tax rate differed from the amount computed by applying the federal statutory rate to our loss before income taxes as follows: February 28, February 29, U.S. Federal Tax Provision at Statutory Rate 21.0 % 21 % Section 951A GILTI (11.5 %) - Other Adjustments, mostly true up of beginning deferred tax liability* 89.7 % (18 )% Effective tax rate 100.2 % 3 % * The company did not think it would not have expenses to offset deferred revenues in the future and therefore did not analyze deferred taxes in the prior year and adjusted the opening balance in 2020. Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows (in thousands of U.S. dollars): February 28, February 29, Deferred Tax Assets: Federal Net Operating Loss Carryforwards - 10,500 Total Deferred Tax Assets - 10,500 Valuation Allowance - (10,500 ) Initial Coin Offering Revenue Deferred for Tax (1,315 ) - Net Deferred Tax Liability (1,315 ) - As of February 29, 2021, the Company has provided a no valuation allowance in respect of the Company’s deferred tax assets resulting from tax loss carry forwards and other temporary differences. Realization of deferred tax assets is dependent upon future earnings, if any, the time and amount of which are uncertain. Available Carry forward Tax Losses As of February 29, 2021, the Company has no accumulated federal tax loss carry forward. Utilization of the U.S. net operating losses above may be subject to substantial annual limitations due to the “change in ownership” provisions of Internal Revenue Code Section 382 and similar state provisions. For net operating losses that are subject to expiration, the annual limitation may result in the expiration of such net operating losses before utilization. Uncertain Tax Positions The Company has reviewed the tax positions taken, or to be taken, in our tax returns for all tax years currently open to examination by a taxing authority. As of February 28, 2021, and February 29, 2020, the Company has not recorded an uncertain tax position liability. All tax positions were determined by Management based on their judgement as required by GAAP ASC740. The Company remains subject to examination until the statute of limitations expires for each respective tax jurisdiction. The statute of limitations is currently open for 2017 and 2018 for all tax jurisdictions. Israel: The Israeli corporate income tax rate was 23% in 2019 and 2020. Income not eligible for Preferred Enterprise benefits is taxed at the regular corporate tax rates as described above. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Feb. 28, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Note 10 – Related Party Transaction During Fiscal 2019 the Company paid $105 to a major shareholder and Company’s Chief Executive Officer. On September 12, 2019, the Company entered into a services agreement, or the Services Agreement, with a company owned by a major shareholder and Chief Executive Officer, Chief Technology Officer, President and Director, (“the service provider”) to provide research and development services to us for a total consideration of NIS 3,250 (approximately $922 thousands). The Services Agreement ended at the end of fiscal year of 2019. Additionally, the Company entered into a Non-recurring Engineering, or NRE, Funding Agreement, or the NRE Agreement, pursuant to which the same service provider performs blockchain technology development work which is funded by the Company based on an NRE model. The NRE Agreement provides that we will fund the service provider’s research and development expenses, dedicated capital expenditures, non-recurring engineering costs, and third-party costs, or Project Expenditures, targeted at developing the project described in the development plan attached to the NRE Agreement, or the Development Plan, during the period starting on January 1, 2020, and ending on June 30, 2022, or the Funding Period. The Development Plan concentrates on the development of the Secret Network infrastructure in four development phases. The total estimated amount of Project Expenditures which we will fund and remit to Service Provider during the Funding Period is expected to be NIS 38,650 (approximately $11,300 thousands) which is paid in quarterly instalments, except for the first payment which includes an advance payment of two quarters. In addition to the general business interests that the Company have in supporting the development of the Secret Network, in consideration for funding provided to Gamma, we received from Gamma 10,000,000 SCRT Tokens. We recognized $686 thousands and 4,448 in Fiscal years 2019 and 2020 respectively based on the total consideration equally amortized over the 30-month period of the agreement. In 2021 we have completed a milestone and we recognized an additional $2,402. In addition, during the period that commenced on the date of signing the NRE Agreement and ending on March 31, 2023, the Company shall be entitled to purchase from Gamma up to 15,000,000 SCRT Tokens at a purchase price equal to 80% of the fair market value (as disclosed in of the SCRT Tokens on the date of purchase. Loan to Chief Product Officer On September 6 and October 31, 2019 and on January 11, 2020, the Company provided a loan, or the Loan, in three instalments, or, each, an Instalment, for an aggregate Loan amount of $367,500, to the Chief Product Officer and a co-founder of the Company. Each Installment bore interest at a rate of 2.5% per annum and was scheduled to mature on the seven-year anniversary of the Installment. As of September 16, 2020, all principal was repaid to the Company, including all interests. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) as determined by Financial Accounting Standards Board (the “FASB”) within its Accounting Standards Codification (“ASC”) and under the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements includes the accounts of the company and its owned subsidiaries. All intercompany transactions have been eliminated in consolidation. The Company is not involved with variable interest entities. The Company fully owns in Enigma MPC Inc. (“Cayman subsidiary”) and Enigma Labs Ltd (“Cayman subsidiary”); accordingly, the Company consolidates these entities. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements includes the revenue recognition. ENG Token Liabilities claims process provision and deferred tax valuation allowance. |
Foreign Currency | Foreign Currency A substantial portion of the Company’s financing activities, including equity transactions and cash investments, are incurred in U.S. dollars. The Company’s management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the U.S. dollar. A subsidiary’s functional currency is the currency of the primary economic environment in which the subsidiary operates; normally, that is the currency of the environment in which a subsidiary primarily generates and expends cash. In making the determination of the appropriate functional currency for a subsidiary, the Company considers cash flow indicators, local market indicators, financing indicators and the subsidiary’s relationship with both the parent company and other subsidiaries. For subsidiaries that are primarily a direct and integral component or extension of the parent entity’s operations, the U.S. dollar is the functional currency. The Company has determined the functional currency of its foreign subsidiaries is the U.S. dollar. The foreign operation is considered a direct and integral part or extension of the Company’s operations. The day-to-day operations of the foreign subsidiary are dependent on the economic environment of the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Statement of the Accounting Standard Codification (“ACS”) No. 830 “Foreign Currency Matters” (“ASC No. 830”). All transaction gains and losses of the re- measured monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market instruments. With respect to the Cash and Cash Equivalents, the concentration and minimization of credit risk is facilitated by maintaining cash and cash equivalents with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation. |
Receivables and Allowance for Doubtful Accounts | Receivables and Allowance for Doubtful Accounts Receivables are recorded at the owed amount, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations of its receivables and adjusts credit limits based upon payment history and the customer’s current credit worthiness; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk The Company is subject to concentration of credit risk with respect to their cash and cash equivalents, which the Company attempts to minimize by maintaining cash and cash equivalents with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation. The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held. The Company has no financial instruments with off-balance sheet risk of loss. |
Revenue Recognition | Revenue Recognition The Company has determined that the issuance of ENG Tokens in the ICO represented an implied obligation to perform research and development services and therefore accounts for the proceeds received in the ICO in accordance with ASC 730-20, “Research and Development Arrangements.” At the time of, and in conjunction with the ENG Token issuance, the Company’s obligation was to develop Catalyst and the Enigma Data Marketplace (together, the Enigma Network). Due to the significant hurdles in developing the Enigma Network, all of the Company’s development costs were expensed. Pursuant to ASC 730-20, all proceeds received from the ICO are recorded as deferred revenues. The following tables demonstrates the movement in the deferred revenue. (In thousands of U.S. dollars). Balance at February 28, 2018 $ 21,087 Service provide in exchange of Digital token (ENG Tokens) 1,210 Revenue Realized (22,297 ) Balance at February 29, 2019 - The Company has determined that the issuance of ENG Tokens in the ICO represented an implied obligation to perform research and development services and therefore accounts for the proceeds received in the ICO in accordance with ASC 730-20, “Research and Development Arrangements.” At the time of, and in conjunction with the ENG Token issuance, the Company’s obligation was to develop Catalyst and the Enigma Data Marketplace (together, the Enigma Network). Due to the significant hurdles in developing the Enigma Network, all of the Company’s development costs were expensed. Pursuant to ASC 730-20, all proceeds received from the ICO are recorded as deferred revenues. The following tables demonstrates the movement in the deferred revenue. |
Accrued Post-Employment Benefit | Accrued Post-Employment Benefit Under Israeli employment laws, employees of the Company are included under Section 14 of the Severance Compensation Act, 1963 (“Section 14”) for a portion of their salaries. According to Section 14, these employees are entitled to monthly payments made by the Company on their behalf with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments with respect to those employees. The obligation to make the monthly deposits is expensed as incurred. In addition, the aforementioned deposits are not recorded as an asset in the consolidated balance sheet, and there is no liability recorded as the Company does not have a future obligation to make any additional payments. Severance costs amounted to approximately $55 thousand and $0 thousand for the year ended February 29, 2020 and February 28, 2021, respectively. |
Contingent Liabilities | Contingent Liabilities The Company accounts for its contingent liabilities in accordance with ASC No. 450, “Contingencies”. A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. With the exception of the claims process as described in Note 1B as of February 28, 2021 and February 29 2020, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. |
Distinguishing Liabilities from Equity | Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC 480, Distinguishing Liabilities from Equity Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet. The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e., at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received. The Company records its financial instruments classified as liabilities at their fair value at each subsequent measurement date. The changes in fair value of these financial instruments are recorded as other expense/income. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: The Company measures and discloses the fair value of financial assets and liabilities in accordance with ASC Topic 820, “Fair Value Measurement.” Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable inputs that are based on inputs not quoted on active markets but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data are available. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, at the following annual rates: Computers and Software 33 % Office Furniture and Equipment 7 % Impairment of Long-term Assets The Company evaluates the recoverability of tangible and intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. |
Comprehensive Loss | Comprehensive Loss The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the period presented. |
Adoption of Recent Accounting Pronouncements | Adoption of Recent Accounting Pronouncements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change. In February 2016, the FASB issued ASU 2016-02—Leases, requiring the recognition of lease assets and liabilities on the balance sheet. The standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than 12 months. The standard is effective for public entities for fiscal years beginning after December 15, 2018 and for the Company for fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of adopting this new guidance on its financial statements. In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-13 will have on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Schedule of demonstrates the movement in the deferred revenue | (In thousands of U.S. dollars). Balance at February 28, 2018 $ 21,087 Service provide in exchange of Digital token (ENG Tokens) 1,210 Revenue Realized (22,297 ) Balance at February 29, 2019 - |
Schedule of property and equipment | Computers and Software 33 % Office Furniture and Equipment 7 % |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of other current assets | February 28, February 29, 2021 2020 (In Thousands of U.S. Dollars) Receivables for Sales of Digital Asset 843 1,193 Tax Authorities 376 430 Due from Employees - 31 Prepaid Expenses - 1,315 TOTAL $ 1,219 $ 2,969 |
Digital Assets (Tables)
Digital Assets (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in digital assets | Ether Bitcoin ZEC XLM USDT USDC Others XRP Total Balance at February 28, 2019 $ 6,211 $ 4,634 $ 366 $ 149 $ - $ - $ 686 $ 12,046 Receipt of Digital Assets $ 337 $ 1,521 $ - $ - $ - $ - $ - $ 1,858 Sale of Digital Assets $ (835 ) $ (1,328 ) $ (418 ) $ (209 ) $ - $ - $ (782 ) $ (3,572 ) Impairment $ 52 $ 60 $ - $ - $ 96 $ 208 Balance at February 29, 2020 $ 5,713 $ 4,827 $ - $ - $ - $ - $ - $ 10,540 Receipt of Digital Assets $ 40 $ 7 $ - $ - $ 189 $ 275 $ 30 $ - $ 541 Sale of Digital Assets $ (3,005 ) $ (1,631 ) $ - $ - $ - $ - $ (30 ) $ - $ (4,666 ) Impairment $ 687 $ 138 $ - $ - $ - $ - $ - $ 825 Balance at February 28, 2021 $ 3,435 $ 3,341 $ - $ - $ 189 $ 275 $ - $ - $ 7,240 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | February 28, February 29, 2021 2020 (In Thousands of U.S. Dollars) Cost: Computers and Software 4 23 Office Furniture and Equipment - 96 Less: Accumulated Depreciation (1 ) (46 ) TOTAL $ 3 $ 73 |
Other Current Liabilities_ (Tab
Other Current Liabilities: (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of other current liabilities: | February 28, February 29, 2021 2020 (In Thousands of U.S. Dollars) Accrued Expenses 53 1,084 Tax Due 1,580 - Deferred Tax short term 1,315 - Government Loan 103 Employee Payables 53 16 TOTAL $ 3,104 $ 1,100 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Common Stock [Abstract] | |
Schedule of common stock | February 28, February 29, 2021 2020 Shares, par value $0.0001 per share: Common Stock Outstanding 3,195,652 3,714,085 Common Stock Authorized 10,000,000 10,000,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss from continuing operations before taxes on income | February 28, February 29, Domestic $ (10,245 ) $ (6,624 ) Foreign 13,155 2,089 Income (loss) before Income Taxes $ (2,910 ) $ (4,535 ) |
Schedule of income tax provision | February 28, February 29, Current: Federal $ 1,600 $ 13 State 1 1 Foreign - 70 $ 1,601 84 Deferred: Federal 1,315 - State - - Foreign - - $ 1,315 - Income Tax Expense $ 2,916 84 |
Schedule of effective income tax rate differed from federal statutory rate | February 28, February 29, U.S. Federal Tax Provision at Statutory Rate 21.0 % 21 % Section 951A GILTI (11.5 %) - Other Adjustments, mostly true up of beginning deferred tax liability* 89.7 % (18 )% Effective tax rate 100.2 % 3 % * The company did not think it would not have expenses to offset deferred revenues in the future and therefore did not analyze deferred taxes in the prior year and adjusted the opening balance in 2020. |
Schedule of deferred tax assets | February 28, February 29, Deferred Tax Assets: Federal Net Operating Loss Carryforwards - 10,500 Total Deferred Tax Assets - 10,500 Valuation Allowance - (10,500 ) Initial Coin Offering Revenue Deferred for Tax (1,315 ) - Net Deferred Tax Liability (1,315 ) - |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended |
Sep. 11, 2017 | Feb. 28, 2021 | |
Organization and Nature of Operations (Details) [Line Items] | ||
Sale of token (in Shares) | 27 | |
Sale of token price | $ 17 | |
Discount rate | 10.00% | |
Price per unit (in Dollars per share) | $ 0.60 | |
Total proceeds | $ 42 | |
Fund raised description | the Company estimated that the funds raised would be used approximately as follows – (I) product and technology development – 60% (ii) operations – 15% (iii) marketing – 10% and (iv) legal and administrative – 5%. The PPM also stated that the Company reserves the right to modify its use of proceeds at its discretion, and that all estimates provided are subject to change. | |
Total maximum claim amount | $ 42 | |
Sold profit | 42 | |
Other liability | $ 24.9 | |
Initial Coin Offering [Member] | ||
Organization and Nature of Operations (Details) [Line Items] | ||
Sale of token (in Shares) | 75 | |
Sale of token price | $ 48 | |
Aggregate proceeds | $ 25 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Accounting Policies [Abstract] | ||
Severance costs | $ 0 | $ 55 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of demonstrates the movement in the deferred revenue $ in Thousands | 12 Months Ended |
Feb. 28, 2019USD ($) | |
Schedule of demonstrates the movement in the deferred revenue [Abstract] | |
Balance at beginning | $ 21,087 |
Service provide in exchange of Digital token (ENG Tokens) | 1,210 |
Revenue Realized | (22,297) |
Balance at ending |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment | Feb. 28, 2021 |
Computers and Software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property and equipment, net percentage | 33.00% |
Office Furniture and Equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property and equipment, net percentage | 7.00% |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of other current assets - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Schedule of other current assets [Abstract] | ||
Receivables for Sales of Digital Asset | $ 843 | $ 1,193 |
Tax Authorities | 376 | 430 |
Due from Employees | 31 | |
Prepaid Expenses | 1,315 | |
TOTAL | $ 1,219 | $ 2,969 |
Digital Assets (Details) - Sche
Digital Assets (Details) - Schedule of changes in digital assets - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Digital Assets (Details) - Schedule of changes in digital assets [Line Items] | ||
Beginning Balance | $ 10,540 | $ 12,046 |
Receipt of Digital Assets | 541 | 1,858 |
Sale of Digital Assets | (4,666) | (3,572) |
Impairment | 825 | 208 |
Ending Balance | 7,240 | 10,540 |
Ether [Member] | ||
Digital Assets (Details) - Schedule of changes in digital assets [Line Items] | ||
Beginning Balance | 5,713 | 6,211 |
Receipt of Digital Assets | 40 | 337 |
Sale of Digital Assets | (3,005) | (835) |
Impairment | 687 | |
Ending Balance | 3,435 | 5,713 |
Bitcoin [Member] | ||
Digital Assets (Details) - Schedule of changes in digital assets [Line Items] | ||
Beginning Balance | 4,827 | 4,634 |
Receipt of Digital Assets | 7 | 1,521 |
Sale of Digital Assets | (1,631) | (1,328) |
Impairment | 138 | |
Ending Balance | 3,341 | 4,827 |
ZEC [Member] | ||
Digital Assets (Details) - Schedule of changes in digital assets [Line Items] | ||
Beginning Balance | 366 | |
Receipt of Digital Assets | ||
Sale of Digital Assets | (418) | |
Impairment | 52 | |
Ending Balance | ||
XLM [Member] | ||
Digital Assets (Details) - Schedule of changes in digital assets [Line Items] | ||
Beginning Balance | 149 | |
Receipt of Digital Assets | ||
Sale of Digital Assets | (209) | |
Impairment | 60 | |
Ending Balance | ||
USDT [Member] | ||
Digital Assets (Details) - Schedule of changes in digital assets [Line Items] | ||
Beginning Balance | ||
Receipt of Digital Assets | 189 | |
Sale of Digital Assets | ||
Impairment | ||
Ending Balance | 189 | |
USDC [Member] | ||
Digital Assets (Details) - Schedule of changes in digital assets [Line Items] | ||
Beginning Balance | ||
Receipt of Digital Assets | 275 | |
Sale of Digital Assets | ||
Impairment | ||
Ending Balance | 275 | |
XRP [Member] | ||
Digital Assets (Details) - Schedule of changes in digital assets [Line Items] | ||
Beginning Balance | 686 | |
Receipt of Digital Assets | ||
Sale of Digital Assets | (782) | |
Impairment | 96 | |
Ending Balance | ||
Others [Member] | ||
Digital Assets (Details) - Schedule of changes in digital assets [Line Items] | ||
Beginning Balance | ||
Receipt of Digital Assets | 30 | |
Sale of Digital Assets | (30) | |
Ending Balance |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - Schedule of property, plant and equipment - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Cost: | ||
Less: Accumulated Depreciation | $ (1) | $ (46) |
TOTAL | 3 | 73 |
Computers and Software [Member] | ||
Cost: | ||
Property, Plant and Equipment, gross | 4 | 23 |
Office Furniture and Equipment [Member] | ||
Cost: | ||
Property, Plant and Equipment, gross | $ 96 |
Other Current Liabilities_ (Det
Other Current Liabilities: (Details) - Schedule of other current liabilities: - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Schedule of other current liabilities: [Abstract] | ||
Accrued Expenses | $ 53 | $ 1,084 |
Tax Due | 1,580 | |
Deferred Tax short term | 1,315 | |
Government Loan | 103 | |
Employee Payables | 53 | 16 |
TOTAL | $ 3,104 | $ 1,100 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2020 | Aug. 24, 2015 | Feb. 28, 2021 | Feb. 28, 2016 | Feb. 29, 2020 | |
Common Stock (Details) [Line Items] | |||||
Shares issued (in Dollars) | $ 6,000,000 | ||||
Repurchased shares | 2,481,567 | ||||
Forfeited shares | 518,433 | ||||
Company agreed (in Dollars) | $ 1,000,000 | ||||
SCRT tokens | 3,000,000 | ||||
Common stock, shares issued | 3,195,652 | 3,714,085 | |||
Common stock, shares outstanding | 3,195,652 | 3,714,085 | |||
Stock plan 2016 [Member] | |||||
Common Stock (Details) [Line Items] | |||||
Purchase | 776,503 |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of common stock - shares | Feb. 28, 2021 | Feb. 29, 2020 |
Schedule of common stock [Abstract] | ||
Common Stock Outstanding | 3,195,652 | 3,714,085 |
Common Stock Authorized | 10,000,000 | 10,000,000 |
Income Taxes (Details)
Income Taxes (Details) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Feb. 29, 2020 | Feb. 28, 2019 | |
Income Taxes (Details) [Line Items] | |||
Income tax rate, description | These changes, most of which are effective for tax years beginning after December 31, 2017, include several key tax provisions that might impact the Company, among others: (I) a permanent reduction to the statutory federal corporate income tax rate from 35% (top rate) to 21% (flat rate) effective for tax years beginning after December 31, 2017 (II) a new tax deduction in the amount of 37.5% of “foreign derived intangible income” that effectively reduces the federal corporate tax on certain qualified foreign derived sales/licenses/leases and service income in excess of a base amount to 13.125% (as compared to the regular corporate income tax rate of 21%) | ||
Cash and cash equivalents are tax | 15.50% | ||
Percentage of remaining earnings are tax | 8.00% | ||
Israeli [Member] | |||
Income Taxes (Details) [Line Items] | |||
Effective tax rate | 23.00% | 23.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of loss from continuing operations before taxes on income - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Schedule of loss from continuing operations before taxes on income [Abstract] | ||
Domestic | $ (10,245) | $ (6,624) |
Foreign | 13,155 | 2,089 |
Income (loss) before Income Taxes | $ 2,910 | $ (4,535) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax provision - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Current: | ||
Federal | $ 1,600 | $ 13 |
State | 1 | 1 |
Foreign | 70 | |
Current | 1,601 | 84 |
Deferred: | ||
Federal | 1,315 | |
State | ||
Foreign | ||
Deferred | 1,315 | |
Income Tax Expense | $ 2,916 | $ 84 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of effective income tax rate differed from federal statutory rate | 12 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | ||
Schedule of effective income tax rate differed from federal statutory rate [Abstract] | |||
U.S. Federal Tax Provision at Statutory Rate | 21.00% | 21.00% | |
Section 951A GILTI | (11.50%) | ||
Other Adjustments, mostly true up of beginning deferred tax liability | [1] | 89.70% | (18.00%) |
Effective tax rate | 100.20% | 3.00% | |
[1] | The company did not think it would not have expenses to offset deferred revenues in the future and therefore did not analyze deferred taxes in the prior year and adjusted the opening balance in 2020. |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 29, 2020 |
Deferred Tax Assets: | ||
Federal Net Operating Loss Carryforwards | $ 10,500 | |
Total Deferred Tax Assets | 10,500 | |
Valuation Allowance | $ (10,500) | |
Initial Coin Offering Revenue Deferred for Tax | $ (1,315) | |
Net Deferred Tax Liability | $ (1,315) |
Related Party Transaction (Deta
Related Party Transaction (Details) | Jan. 11, 2020USD ($) | Sep. 12, 2019USD ($) | Sep. 12, 2019ILS (₪) | Sep. 06, 2019USD ($) | Oct. 31, 2019USD ($) | Feb. 28, 2021USD ($)shares | Feb. 28, 2021ILS (₪)shares | Feb. 29, 2020USD ($) | Feb. 28, 2019USD ($) | Nov. 30, 2019USD ($) |
Related Party Transaction (Details) [Line Items] | ||||||||||
Research and development | $ 922 | ₪ 3,250 | ||||||||
Project expenditures | $ 11,300 | ₪ 38,650 | ||||||||
SCRT token received (in Shares) | shares | 10,000,000 | 10,000,000 | ||||||||
Consideration recognized | $ 4,448 | $ 686 | ||||||||
Recognized an additional amount | $ 2,402 | |||||||||
SCRT token at purchase price | $ 15,000,000 | |||||||||
Fair market value percentage | 80.00% | 80.00% | ||||||||
Chief Executive Officer [Member] | ||||||||||
Related Party Transaction (Details) [Line Items] | ||||||||||
Due to shareholder | $ 105 | |||||||||
Chief Product Officer and Co-Founder [Member] | ||||||||||
Related Party Transaction (Details) [Line Items] | ||||||||||
Due from related party | $ 367,500 | $ 367,500 | $ 367,500 | |||||||
Interest rate | 2.50% | 2.50% | 2.50% |