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Coeptis Therapeutics (COEP)

Cover

Cover - shares9 Months Ended
Nov. 30, 2020Jan. 06, 2021
Cover [Abstract]
Document Type10-Q
Amendment Flagfalse
Document Period End DateNov. 30,
2020
Document Fiscal Period FocusQ3
Document Fiscal Year Focus2021
Current Fiscal Year End Date--02-28
Entity File Number000-56194
Entity Registrant NameVININGS HOLDINGS, INC.
Entity Central Index Key0001819663
Entity Incorporation, State or Country CodeDE
Entity Current Reporting StatusNo
Entity Interactive Data CurrentYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Elected Not To Use the Extended Transition Periodfalse
Entity Shell Companytrue
Entity Common Stock, Shares Outstanding1,708,880

Unaudited Consolidated Balance

Unaudited Consolidated Balance Sheets - USD ($)Nov. 30, 2020Feb. 29, 2020
Current assets:
Cash and cash equivalents $ 4,938 $ 9,146
Total assets4,938 9,146
Current liabilities:
Accounts payable4,777 1,814
Accrued interest -related party5,317 738
Loans payable-related party40,000 20,000
Total current liabilities50,094 22,552
Total liabilities50,094 22,552
Commitments and contingencies
Stockholders' Equity:
Series B Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, 8,000 and -0- shares issued and outstanding as of November 30, 2020 and February 29, 2020, respectively1 0
Common stock, $0.0001 par value, 750,000,000 shares authorized; 1,658,800 shares and 1,588,800 issued and outstanding as of November 30, 2020 and February 29, 2020, respectively166 159
Additional paid-in capital481,867 (159)
Stock subscriptions receivable(1,100)0
Retained earnings deficit(526,090)(13,405)
Total stockholders' equity(45,156)(13,405)
Total liabilities and equity $ 4,938 $ 9,146

Unaudited Consolidated Balanc_2

Unaudited Consolidated Balance Sheets (Parenthetical) - $ / sharesNov. 30, 2020Feb. 29, 2020
Statement of Financial Position [Abstract]
Series B Preferred Stock shares par value $ 0.0001 $ 0.0001
Series B Preferred Stock shares authorized10,000,000 10,000,000
Series B Preferred Stock shares issued8,000 0
Series B Preferred Stock shares outstanding8,000 0
Common stock shares par value$ .0001 $ 0.0001
Common stock shares authorized750,000,000 750,000,000
Common stock shares issued1,658,800 1,588,800
Common stock shares outstanding1,658,800 1,588,800

Unaudited Consolidated Statemen

Unaudited Consolidated Statements of Operations - USD ($)3 Months Ended7 Months Ended9 Months Ended
Nov. 30, 2020Nov. 30, 2019Nov. 30, 2019Nov. 30, 2020
Operating expenses:
Professional fees $ 2,520 $ 0 $ 0 $ 16,729
General and administrative expense -related party480,333 0 0 483,333
General and administrative4,513 0 99 8,044
Total operating expenses487,366 0 99 508,106
Income loss from operations(487,366)0 (99)(508,106)
Other (expense)
Interest (expense) -related party(1,873)0 0 (4,579)
Total other income (expense)(1,873)0 0 (4,579)
Net loss $ (489,239) $ 0 $ (99) $ (512,685)
Basic and diluted earnings (loss) per common share $ (0.30) $ 0 $ 0 $ (0.32)
Weighted-average number of common shares outstanding: Basic and diluted1,619,869 1,588,800 1,588,800 1,599,135

Unaudited Consolidated Statem_2

Unaudited Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)Common StockPreferred Stock Series BSubscription ReceivableAdditional Paid-In CapitalRetained EarningsTotal
Beginning balance, shares at Apr. 30, 20191,588,800 2,000,000
Beginning balance, value at Apr. 30, 2019 $ 159 $ 200 $ (1,901) $ 1,641 $ (99)
Net income (loss)
Ending balance, shares at May. 31, 20191,588,800 2,000,000
Ending balance, value at May. 31, 2019 $ 159 $ 200 (1,901)1,641 (99)
Net income (loss)
Ending balance, shares at Aug. 31, 20191,588,800 2,000,000
Ending balance, value at Aug. 31, 2019 $ 159 $ 200 (1,901)1,641 (99)
Net income (loss)
Ending balance, shares at Nov. 30, 20191,588,800 2,000,000
Ending balance, value at Nov. 30, 2019 $ 159 $ 200 (1,901)1,641 (99)
Beginning balance, shares at Feb. 29, 20201,588,800
Beginning balance, value at Feb. 29, 2020 $ 159 (159)(13,405)(13,405)
Net income (loss) (9,698)(9,698)
Ending balance, shares at May. 31, 20201,588,800
Ending balance, value at May. 31, 2020 $ 159 (159)(23,103)(23,103)
Net income (loss) (13,748)(13,748)
Ending balance, shares at Aug. 31, 20201,588,880
Ending balance, value at Aug. 31, 2020 $ 159 (159)(36,851)(36,851)
Purchase of preferred stock by related party, shares 8,000
Purchase of preferred stock by related party, value $ 1 479,999 480,000
Purchase of common stock in private placement, shares70,000
Purchase of common stock in private placement, value $ 7 693 700
Subscriptions receivable (1,100) (1,100)
Issuance of warrants to related party 1,333 1,333
Net income (loss) (489,239)(489,239)
Ending balance, shares at Nov. 30, 20201,658,880 8,000
Ending balance, value at Nov. 30, 2020 $ 166 $ 1 $ (1,100) $ 481,867 $ (526,090) $ (45,156)

Unaudited Consolidated Statem_3

Unaudited Consolidated Statements of Cash Flows - USD ($)7 Months Ended9 Months Ended
Nov. 30, 2019Nov. 30, 2020
Cash flows from operating activities of continuing operations:
Net loss $ (99) $ (512,685)
Changes in operating assets and liabilities:
Stock-based compensation0 480,333
Subscriptions receivable0 (1,100)
Accounts payable0 2,965
Accrued interest -related party0 4,579
Net cash provided by (used in) operating activities0 (25,908)
Cash flows from financing activities:
Proceeds from the private placement of common and preferred stock0 1,700
Related party loan0 20,000
Net cash provided by (used in) financing activities0 21,700
Net increase (decrease) in cash and cash equivalents0 (4,208)
Cash and cash equivalents at beginning of period0 9,146
Cash and cash equivalents at end of period0 4,938
Supplemental disclosure of cash flow information:
Cash paid for interest0 0
Cash paid for income taxes $ 0 $ 0

1. Nature of Operations

1. Nature of Operations9 Months Ended
Nov. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of OperationsNOTE 1 – NATURE OF OPERATIONS Vinings Holdings, Inc. (“Vinings”,
or the “Company”) formerly known as Naerodynamics, Inc. is a Delaware corporation. As of February 29, 2020, the Company
did not have any subsidiaries Reverse Merger On April 30, 2019, the Company executed
a reverse merger with PowerTech Bit, Inc. a Colorado corporation whose principal line of business was selling Bitcoin Mining Equipment
on its website www.powertechbit.com. Under the terms of the Agreement, the Company acquired 100% of PowerTech Bit, Inc, in exchange
for 2,000,000 shares of Naerodynamics Series B Preferred Stock. Additionally, 151,750,000 shares of common stock were transferred
to Tatiana Shishova from Matt Billington. Immediately prior to the reverse merger, there were 249,038,025 common shares outstanding
and 0 of Series A Preferred shares outstanding, and 0 Shares of Shares B Preferred Stock. and Matt Billington was the sole officer/director.
After the reverse merger, the Company had 249,038,025 common shares outstanding, 0 shares of Series A Preferred Stock and 2,000,000
shares of Series B Preferred shares. For accounting purposes, this transaction
was accounted for as a reverse merger and has been treated as a recapitalization of the Company with PowerTech Bit, Inc. is considered
the accounting acquirer, and the financial statements of the accounting acquirer became the financial statements of the registrant.
Naerodynamics had no operations, assets, or liabilities prior to the reverse merger. The Company did not recognize goodwill or
any intangible assets in connection with the transaction. On July 23, 2019, the Company divested
its PowerTech Bit, Inc. subsidiary and all of its assets to original Sellers of PowerTech Bit, in return for PowerTech Bit’s
assumption of all liabilities incurred between May 1, 2020, and July 23, 2020, and the return of the 2,000,000 shares of Series
B. The Company recorded a gain of $99 on the divestiture. Naerodynamics was re-domiciled in
the state of Delaware on January 30th, 2020 under a Delaware Holding Company Reorganization with an effective date of February
28th, 2020. The surviving company was named Vinings Holdings, Inc. Our auditor has expressed substantial
doubt about our ability to continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered
losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to those matters are also described in Note 3 to the financial statements. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty. COVID-19 On March 11, 2020, the World Health
Organization (“WHO”) declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects
on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in
the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread
of the disease. Covid-19 and the U.S’s response
to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect
the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies9 Months Ended
Nov. 30, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting PoliciesNOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES Management’s Representation
of Interim Financial Statements The accompanying unaudited consolidated
financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and
Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted
as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented
not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are
necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring
nature. Interim results are not necessarily indicative of results for a full year Principles of Consolidation The consolidated financial statements
include the accounts of Vinings Holdings and PowerTech Bit, Inc. (through the period ended July 23, 2019). The Company prepares its financial
statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting
policies are as follows: Use of Estimates and Assumptions The preparation of financial statements
in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates
and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets, and liabilities
are known to exist as of the date the financial statements are published, and (iii) the reported amount of expenses recognized
during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously
available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements;
accordingly, actual results could differ from these estimates. The Company's most significant estimates relate to the valuation
of its contingent liabilities and the valuation of its common stock. Reverse Stock Split On approximately August 6, 2020, we effected
a reverse-split of our common shares as follows:
• A 1 for 40,000 reverse-split of the Company’s shares, followed immediately by;
• All fractional shares were rounded upwards to the nearest whole share, followed immediately by;
• A 200 for 1 forward stock split The net effect of these actions was a 1 for
200 reverse-split of the Company’s common shares, with no shareholder being reduced below 200 shares. All shareholders who
prior to the reverse-split had 40,000 shares or less of the pre-split shares received 200 of the new, post-split shares. As of August 31, 2020, the Company had 1,588,800
post-split shares of its common stock issued and outstanding, and on February 29, 2020, the Company had 249,038,025 pre-split shares
of its common stock issued and outstanding. All references to the common shares outstanding
have been retroactively adjusted to reflect the stock splits unless stated otherwise. Cash and Cash Equivalents The Company considers all highly
liquid investments with an original maturity of three months or less to be cash equivalents. Income Taxes We account for income taxes under
the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary,
to reduce deferred tax assets to the amount expected to be realized. As a result of the implementation
of certain provisions of ASC 740, Income Taxes ("ASC 740"), which clarifies the accounting and disclosure for uncertainty
in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition
and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 and have analyzed filing positions
in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years
in these jurisdictions. We have identified the U.S. federal as our "major" tax jurisdictions. However, we have certain
tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute
of limitations closes with respect to the year in which such attributes are utilized Basic and Diluted Loss Per Share Basic loss per share is computed
using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would
be anti-dilutive. Stock-Based Compensation We periodically issue stock options
and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We account
for stock option and warrant grants issued and vesting to employees based on Financial Accounting Standards Board (FASB) ASC Topic
718, "Compensation-Stock Compensation", whereas the award is measured at its fair value at the date of grant and is amortized
ratably over the service period. We account for stock option and warrant grants issued and vesting to non-employees in accordance
with ASC Topic 505, "Equity", whereas the value of the stock compensation is based upon the measurement date as determined
at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn
the equity instruments is complete. Fair Value of Financial Instruments The Company's financial instruments
consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments
approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these
instruments. The Company adopted ASC Topic 820, Fair
Value Measurements The three-level hierarchy for fair
value measurements is defined as follows:
• Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;
• Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;
• Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement Recent Accounting Pronouncements In March 2016, the FASB issued ASU
2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". The amendments
are effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual
periods. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax
consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows.
The Company is currently in the process of evaluating the impact of the adoption on its financial statements. In February 2016, the FASB issued
ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). ASU 2016-02 requires an entity to recognize assets and liabilities
arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures
to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising
from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company
adopted this guidance on May 1, 2019, and it had no impact on the company’s operations. I n January
2016, the FASB issued ASU 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments.
Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value
option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related
to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale
debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon
adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning
of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to
record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk
in other comprehensive income. The Company adopted this guidance on May 1, 2019, and it had no impact on the company’s operations.

3. Going Concern

3. Going Concern9 Months Ended
Nov. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going ConcernNOTE 3 – GOING CONCERN These financial statements have been
prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company
will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially
different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary
to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.
On November 30, 2020, the Company had not yet achieved profitable operations, has accumulated losses of $526,090 since its inception,
has a working capital deficiency of $45,156, and expects to incur further losses in the development of its business, all of which
raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going
concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal
plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing
and/or related party advances, however, there is no assurance of additional funding being available or on terms acceptable to the
Company.

4. Related Party Transactions

4. Related Party Transactions9 Months Ended
Nov. 30, 2020
Related Party Transactions [Abstract]
Related Party TransactionsNOTE 4 - RELATED PARTY TRANSACTIONS Through the period ended November
30, 2020, Coral Investment Partners, an entity 100% controlled by Erik Nelson, had extended the Company $40,000 in demand loans
at an interest rate of 18%. Erik Nelson is the Chief Executive Officer of the Company's as well as its only Director. As of November
30, 2020, $5,317 in interest had accrued on this demand loan. As the Company’s office space
needs are limited at the current time, Erik Nelson is currently providing space to the Company at no cost.

5. Equity

5. Equity9 Months Ended
Nov. 30, 2020
Equity [Abstract]
EquityNOTE 5 - EQUITY The total number of shares of stock
which the corporation shall have authority to issue is 760,000,000 shares, of which 750,000,000 shares of $.0001 par value shall
be designated as Common Stock and 10,000,000 shares of $0.0001 shall be designated as Preferred Stock. The Preferred Stock authorized
by these Articles of Incorporation may be issued in one or more series. The Board of Directors of the Corporation is authorized
to determine or alter the rights, preferences, privileges, and restrictions granted or imposed upon any wholly unissued series
of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of
any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to
determine the designation and par value of any series and to fix the numbers of shares of any series. Common Stock and Series B Preferred
Shares The Company has authorized 750,000,000
common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on
any matter on which action of the stockholders of the corporation is sought. Reverse Stock Split On approximately August 6, 2020,
the Company effected a reverse-split of our common shares as follows:
• A 1 for 40,000 reverse-split of the Company’s shares, followed immediately by;
• All fractional shares were rounded upwards to the nearest whole share, followed immediately by;
• A 200 for 1 forward stock split The net effect of these actions was
a 1 for 200 reverse-split of the Company’s common shares, with no shareholder being reduced below 200 shares. All shareholders
who prior to the reverse-split had 40,000 shares or less of the pre-split shares received 200 of the new, post-split shares. As of November 30, 2020, the Company
had 1,658,800 post-split shares of its common stock issued and outstanding, and on February 29, 2020, the Company had 249,038,025
pre-split shares of its common stock issued and outstanding. All references to the common shares outstanding
have been retroactively adjusted to reflect the stock splits unless stated otherwise. Issuance of Common Stock In October 2020, the Company entered
into Subscription Agreements for the purchase of 70,000 shares of restricted common stock to a total of 7 individuals at a price
of $0.01 per share, or $700. Issuance of Warrants to Related
Party On November 23, 2020, the Company issued 500,000
Class A Warrants and 500,000 Class B Warrants to purchase common stock to Coral Investment Partners, LP, a related party, and entity
100% controlled by Erik Nelson, CEO of the Company with the terms as indicated in the table below:
Name Number of Warrants Exercise Date Expiration Date Exercise Price Redemption Trigger Price Cashless Exercise
Class A Warrants Coral Investment Partners, LP 500,000 11/23/2020 11/30/2023 $ 2.00 $ 3.00 Only in absence of an effective Registration Statement
Class B Warrants Coral Investment Partners, LP 500,000 11/23/2020 11/30/2023 $ 5.00 $ 7.50 Only in absence of an effective Registration Statement The purchase price of the Class A and Class
B Warrants was $0.0002 per warrant, for an aggregate of $100 for Class A Warrants and $100 for Class B Warrants. This issuance of the Class A and
Class B warrants was valued at $60,000 using Black Scholes Methodology and are being amortized over the three year life of the
warrants. As a result the Company recorded $1,333 in general and administrative expense-related party during the three months ended
November 30, 2020. Series A Preferred Stock. As of April 30, 2019, the Series
A Preferred Stock has been canceled. As of November 30, 2020, and February
29, 2020, there were 0 shares of Series A Preferred outstanding. The provisions of the Series A were
as follows: The Series A Preferred shall have
no liquidation preference over any other class of stock. Except as otherwise required by law,
holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock or any other class or series of preferred stock) for the taking of
any corporate action. Conversion at the Option of the Holder.
From 12 months from the date of issuance, each holder of shares of Series A Preferred Stock may, at any time and from time to time,
convert (an “Optional Conversion”) each of its shares of Series A Preferred Stock into fully paid and nonassessable
shares of Common Stock at a rate equal to 9.9% of the Common Stock. However, the holders of the Series A Preferred Stock are limited
to ownership of 9.99% of the company’s common stock. Anti-dilution. For a period of 18
months after the Preferred is convertible, the conversion price of the Series A Preferred will be subject to adjustment to prevent
dilution in the event that the Company issues additional shares at a purchase price less than the applicable conversion price.
The conversion price will be subject to adjustment on a weighted basis that takes into account issuances of additional shares.
At the expiration of the anti-dilution period, the conversion rate in Section VI (A) above shall be equal to a conversion rate
equal to 9.9% on the Common Stock. For example, if on the date of expiration of the anti-dilution clause there are 500,000,000
shares of Common Stock issued and outstanding then each Series A Preferred Stock shall convert at a rate of 88.24 common shares
for each 1 Series Preferred Share. The Company has evaluated the Series
A Preferred Stock in accordance with ASC 815 and has determined their conversion options were for equity and ASC 815 does not apply. The Company has evaluated the Series
A Preferred Stock in accordance with FASB ASC Subtopic 47020 and has determined that there is no beneficial conversion feature
that must be accounted for. Series B Convertible Preferred
Stock, Related Party The Company designated 2,000,000
shares of Series B Convertible Preferred Stock with a par value of $0.0001 per share. On November 23, 2020, Coral Investment
Partners, LP, a related an entity 100% controlled by Erik Nelson, CEO of the Company, subscribed to purchase and was issued 8,000
Series B Preferred Shares of the Company at a price of $0.125 per share for a total of $1,000. Each holder of shares of Series B
Preferred Stock may, at any time and from time to time, convert (an “Optional Conversion”) each of its shares of Series
B Preferred Stock into a 1,000 of fully paid and nonassessable shares of Common Stock; provided, however, that any Optional Conversion
must involve the issuance of at least 100 shares of Common Stock. As a result of the beneficial conversion
feature of the Series B Preferred Stock into 8,000,000 shares of common stock, the Company recorded a non-cash charge of $479,000
in stock-based compensation-related party during the three months ended November 30, 2020. Initially, there will be no dividends
due or payable on the Series B Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent
with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected
in an amendment to this Certificate, which the Board shall promptly file or cause to be filed. All shares of the Series B Preferred
Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation
hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically
ranking, by its terms, on par with the Series B Preferred Stock and (iii) junior to any class or series of capital stock of the
Corporation hereafter created specifically ranking, by its terms, senior to the Series B Preferred Stock, in each case as to distribution
of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary. The Series B Preferred shall have
no liquidation preference over any other class of stock. Each holder of outstanding shares
of Series B Preferred Stock shall be entitled to the number of votes equal to equal to one thousand (1,000) Common Shares. Except
as provided by law, or by the provisions establishing any other series of Preferred Stock, holders of Series B Preferred Stock
and of any other outstanding series of Preferred Stock shall vote together with the holders of Common Stock as a single class. In the event of a reverse split,
the conversion ratio shall not be changed. However, in the event a forward split shall occur then the conversion ratio shall be
modified to be increased by the same ratio as the forward split.

6. Subsequent Events

6. Subsequent Events9 Months Ended
Nov. 30, 2020
Subsequent Events [Abstract]
Subsequent EventsNOTE 6 - SUBSEQUENT EVENTS In accordance with ASC 855-10 management
has performed an evaluation of subsequent events from November 30, 2020, through the date the financial statements
were available to be issued and has determined that there have been no subsequent events for which disclosure is required
other than as disclosed below: On December 22, 2020, the Company and Sterling
Acquisitions 1, Inc., a related party controlled by Erik Nelson and a Delaware corporation, (“Sterling”) entered into
a Divestiture Agreement effective December 23, 2020. The Company is seeking to further the development of its business operations.
As a result, the Company desires to divest itself of NDYN Delaware, a wholly-owned subsidiary of the Company. Sterling acquired
NDYN Delaware with the following terms and the divestiture of NDYN Delaware shall be effected as follows: A. The Company and Sterling entered into a
Stock Purchase Agreement and Sterling purchased all the issued and outstanding shares of NDYN Delaware (1,000 shares of common
stock, consisting of 100% ownership) for ten dollars ($10). B. The Company and Sterling entered into a
share purchase agreement whereby Sterling purchased fifty thousand (50,000) common shares at an aggregate price of ten dollars
($10). C. the Company paid Sterling a fee of $1,000
to cover the expenses associated with the maintenance of NDYN Delaware until a certificate of dissolution is filed with the state
of Delaware. On December 31, 2020, the Company entered into
an Agreement and Plan of Merger (the “Agreement and Plan”) with Coeptis Pharmaceuticals, Inc., a Delaware corporation
(“COEPTIS”) and Coeptis Acquisition Corp., a wholly-owned subsidiary of the Company, domiciled in Delaware (“Acquisition
Sub”). Pursuant to the terms of the Agreement and Plan, the Company and COEPTIS intend to effect a merger, pursuant to which
Acquisition Sub will merge with and into COEPTIS and COEPTIS will survive, as a result of which the entire issued share capital
of COEPTIS (the “COEPTIS Shares ”) COEPTIS agreed to transfer to the Company all
of the COEPTIS Shares in exchange for the issuance of 25,178,840 shares of the Company’s common stock. In connection with the Merger, the Company
will take the necessary action to effectuate a name and symbol change. In addition, the sole officer
and Director of the Company, Erik Nelson, shall resign from his officer positions at the Company effective simultaneous with the
Closing, and shall be replaced by the new officers designated by COEPTIS. Erik Nelson shall remain a director of the Company’s
post-merger board of directors, holding one of the five (5) board of director seats that are being established upon effectiveness
of the Merger. The remaining seats on the board of directors shall be designated by COEPTIS and shall be approved pre-closing by
all parties. Post-Merger officers of the Company shall be appointed by the post-Merger board of directors. The Company will
report biographical and compensation information at the time of appointment.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies Text Block)9 Months Ended
Nov. 30, 2020
Accounting Policies [Abstract]
Management’s Representation of Interim Financial StatementsManagement’s Representation
of Interim Financial Statements The accompanying unaudited consolidated
financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and
Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted
as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented
not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are
necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring
nature. Interim results are not necessarily indicative of results for a full year.
Principles of ConsolidationPrinciples of Consolidation The consolidated financial statements
include the accounts of Vinings Holdings and PowerTech Bit, Inc. (through the period ended July 23, 2019). The Company prepares its financial
statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting
policies are as follows:
Use of Estimates and AssumptionsUse
of Estimates and Assumptions The preparation
of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires
management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure
of contingent assets, and liabilities are known to exist as of the date the financial statements are published, and (iii) the
reported amount of expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often
relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent
in the preparation of financial statements; accordingly, actual results could differ from these estimates. The Company's most
significant estimates relate to the valuation of its contingent liabilities and the valuation of its common stock.
Reverse Stock SplitReverse Stock Split On approximately August 6, 2020, we effected
a reverse-split of our common shares as follows:
• A 1 for 40,000 reverse-split of the Company’s shares, followed immediately by;
• All fractional shares were rounded upwards to the nearest whole share, followed immediately by;
• A 200 for 1 forward stock split The net effect of these actions was a 1 for
200 reverse-split of the Company’s common shares, with no shareholder being reduced below 200 shares. All shareholders who
prior to the reverse-split had 40,000 shares or less of the pre-split shares received 200 of the new, post-split shares. As of August 31, 2020, the Company had 1,588,800
post-split shares of its common stock issued and outstanding, and on February 29, 2020, the Company had 249,038,025 pre-split shares
of its common stock issued and outstanding. All references to the common shares outstanding
have been retroactively adjusted to reflect the stock splits unless stated otherwise.
Cash and Cash EquivalentsCash and Cash Equivalents The Company considers all highly
liquid investments with an original maturity of three months or less to be cash equivalents.
Income TaxesIncome Taxes We account for income taxes under
the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary,
to reduce deferred tax assets to the amount expected to be realized. As a result of the implementation
of certain provisions of ASC 740, Income Taxes ("ASC 740"), which clarifies the accounting and disclosure for uncertainty
in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition
and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 and have analyzed filing positions
in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years
in these jurisdictions. We have identified the U.S. federal as our "major" tax jurisdictions. However, we have certain
tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute
of limitations closes with respect to the year in which such attributes are utilized.
Basic and Diluted Loss Per ShareBasic and Diluted Loss Per Share Basic loss per share is computed
using the weighted average number of shares outstanding during the period. Diluted loss per share has not been provided as it would
be anti-dilutive.
Stock-Based CompensationStock-Based Compensation We periodically issue stock options
and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We account
for stock option and warrant grants issued and vesting to employees based on Financial Accounting Standards Board (FASB) ASC Topic
718, "Compensation-Stock Compensation", whereas the award is measured at its fair value at the date of grant and is amortized
ratably over the service period. We account for stock option and warrant grants issued and vesting to non-employees in accordance
with ASC Topic 505, "Equity", whereas the value of the stock compensation is based upon the measurement date as determined
at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to
earn the equity instruments is complete.
Fair Value of Financial InstrumentsFair Value of Financial Instruments The Company's financial instruments
consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments
approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these
instruments. The Company adopted ASC Topic 820, Fair
Value Measurements The three-level hierarchy for fair
value measurements is defined as follows:
• Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;
• Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;
• Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement
Recent Accounting PronouncementsRecent
Accounting Pronouncements In
March 2016, the FASB issued ASU 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based
Payment Accounting". The amendments are effective for public companies for annual periods beginning after December 15, 2016,
and interim periods within those annual periods. Several aspects of the accounting for share-based payment award transactions
are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c)
classification on the statement of cash flows. The Company is currently in the process of evaluating the impact of the adoption
on its financial statements. In
February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). ASU 2016-02 requires an
entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require
new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount,
timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December
15, 2018, with early adoption permitted. The Company adopted this guidance on May 1, 2019, and it had no impact on the company’s
operations. In
January 2016, the FASB issued ASU 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial
instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under
the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies
guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on
available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December
15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet
at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for
the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific
credit risk in other comprehensive income. The Company adopted this guidance on May 1, 2019, and it had no impact on the company’s
operations.

5. Equity (Tables)

5. Equity (Tables)9 Months Ended
Nov. 30, 2020
Equity [Abstract]
Schedule of warrants issuance termsName Number of Warrants Exercise Date Expiration Date Exercise Price Redemption Trigger Price Cashless Exercise
Class A Warrants Coral Investment Partners, LP 500,000 11/23/2020 11/30/2023 $ 2.00 $ 3.00 Only in absence of an effective Registration Statement
Class B Warrants Coral Investment Partners, LP 500,000 11/23/2020 11/30/2023 $ 5.00 $ 7.50 Only in absence of an effective Registration Statement

1. Nature of Operations (Detail

1. Nature of Operations (Details Narrrative) - USD ($)9 Months Ended
Nov. 30, 2020Feb. 29, 2020
Common stock shares outstanding1,658,800 1,588,800
Preferred Stock shares outstanding8,000 0
Series B Preferred Stock [Member]
Preferred Stock shares outstanding2,000,000
Shares returned2,000,000
Gain on divestiture $ 99
Series B Preferred Stock [Member] | Tatiana Shishova [Member]
Common stock transferred151,750,000
Series A Preferred Stock [Member]
Preferred Stock shares outstanding0 0
Naerodynamics | Series B Preferred Stock [Member] | Tatiana Shishova [Member]
Number of shares exchanged2,000,000

3. Going Concern (Details Narrr

3. Going Concern (Details Narrrative) - USD ($)Nov. 30, 2020Feb. 29, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit $ (526,090) $ (13,405)
Working capital deficiency $ (45,156)

4. Related Party Transactions (

4. Related Party Transactions (Details Narrrative) - USD ($)9 Months Ended
Nov. 30, 2020Feb. 29, 2020
Accrued interest $ 5,317 $ 738
Erik Nelson [Member] | Chief Executive Officer [Member]
Loans $ 40,000
Interest rate18.00%

5. Equity (Details)

5. Equity (Details) - Coral Investment Partners, LP [Member]9 Months Ended
Nov. 30, 2020$ / sharesshares
Class A Warrants [Member]
Number of Warrants | shares500,000
Exercise DateNov. 23,
2020
Expiration DateNov. 30,
2023
Exercise Price $ 2
Redemption Trigger Price $ 3
Cashless ExerciseOnly in absence of an effective Registration Statement
Class B Warrants [Member]
Number of Warrants | shares500,000
Exercise DateNov. 23,
2020
Expiration DateNov. 30,
2023
Exercise Price $ 5
Redemption Trigger Price $ 7.50
Cashless ExerciseOnly in absence of an effective Registration Statement

5. Equity (Details Narrative)

5. Equity (Details Narrative) - USD ($)3 Months Ended7 Months Ended9 Months Ended
Nov. 30, 2020Nov. 30, 2019Nov. 30, 2019Nov. 30, 2020Feb. 29, 2020
Number of shares authorized760,000,000 760,000,000
Common stock shares par value$ .0001$ .0001 $ 0.0001
Common stock shares authorized750,000,000 750,000,000 750,000,000
Preferred Stock shares par value $ 0.0001 $ 0.0001 $ 0.0001
Preferred Stock shares authorized10,000,000 10,000,000 10,000,000
General and administrative expense -related party $ 480,333 $ 0 $ 0 $ 483,333
Preferred Stock shares outstanding8,000 8,000 0
Stock-based compensation $ 479,000 $ 0 $ 480,333
Series A Preferred Stock [Member]
Preferred Stock shares outstanding0 0 0
Conversion Basis88.24 common shares for each 1 Series Preferred Share.
Series B Preferred Stock [Member]
Preferred Stock shares par value $ 0.0001 $ 0.0001
Preferred Stock shares authorized2,000,000 2,000,000
Preferred Stock shares outstanding2,000,000 2,000,000
Voting rightsSeries B Preferred Stock shall be entitled to the number of votes equal to equal to one thousand (1,000) Common Shares.
Coral Investment Partners, LP [Member]
General and administrative expense -related party $ 1,333
Shares issued to related party, shares8,000
Shares issued to related party, value $ 1,000
Shares issued price per share $ 0.125 $ 0.125
Coral Investment Partners, LP [Member] | Class A Warrants [Member]
Shares purchase price $ 0.0002
Number of warrants issued500,000 500,000
Fair value of warrants issued $ 60,000 $ 60,000
Coral Investment Partners, LP [Member] | Class B Warrants [Member]
Shares purchase price $ 0.0002
Number of warrants issued500,000 500,000
Fair value of warrants issued $ 60,000 $ 60,000
Subscription Agreements [Member]
Restricted common stock purchased70,000
Shares purchase price $ 0.01