DigitalTown (DGTW) 10-Q 20 Jul 16 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	May 31, 2016	Jul. 20, 2016
Document And Entity Information
Entity Registrant Name	DigitalTown, Inc.
Entity Central Index Key	1,065,598
Document Type	10-Q
Document Period End Date	May 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		41,461,543
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	May 31, 2016	Feb. 29, 2016
Current assets:
Cash	$ 440,951	$ 134,469
Accounts receivable	10,000
Prepaid domain name renewal fees	15,000	21,203
Total current assets	465,951	155,672
Property and equipment, net	1,344	2,229
Goodwill	32,800
Intangible assets	34,700
Total assets	534,795	157,901
Current liabilities:
Accounts payable	83,655	73,366
Accounts payable - related parties	4,269	4,269
Deferred revenue	70,000
Accrued expense	95,798	95,798
Total current liabilities	253,722	173,433
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 41,461,543 shares issued and outstanding at May 31, 2016 and February 29, 2016	414,615	414,615
Additional paid-in-capital	31,277,143	30,967,377
Stock payable	632,255	37,500
Subscriptions receivable	(5,000)	(12,150)
Accumulated deficit	(32,037,940)	(31,422,874)
Total stockholders' equity (deficit)	(281,073)	(15,532)
Total liabilities and stockholders' equity (deficit)	$ 534,795	$ 157,901

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	May 31, 2016	Feb. 29, 2016
Consolidated Balance Sheets Parenthetical
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued	41,461,543	41,461,543
Common stock, shares outstanding	41,461,543	41,461,543

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	May 31, 2016	May 31, 2015
Consolidated Statements Of Operations
Revenues	$ 30	$ 583
Cost of revenues	104,678	39,534
Gross profit (loss)	(104,648)	(38,951)
Operating expenses:
Selling, general and administrative expenses	510,418	434,654
Loss from operations	(615,066)	(473,605)
Other income (expense):
Gain on settlement of accounts payable		26,899
Loss on conversion of deferred officer compensation into equity		(293,633)
Total other income (expense)		(266,734)
Loss before income taxes	(615,066)	(740,339)
Income tax provision
Net loss	$ (615,066)	$ (740,339)
Net loss per common share - basic and diluted	$ (0.01)	$ (0.02)
Weighted average number of common shares outstanding - basic and diluted	41,461,543	31,656,422

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	3 Months Ended
	May 31, 2016	May 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (615,066)	$ (740,339)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	885	933
Gain on settlement of accounts payable		(26,899)
Loss on settlement of deferred officer compensation		293,633
Stock-based compensation expense	312,171	351,373
Accounts receivable	(10,000)	64
Prepaid domain name renewal fees	6,203	(87,021)
Accounts payable	10,289	(50,064)
Accounts payable - related parties		(59,562)
Accrued payroll		14,994
Deferred revenue	70,000
Deferred officer compensation		(20,443)
Net cash used in operating activities	(225,518)	(323,331)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible asset	(7,500)
Net cash used in investing activities	(7,500)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party		15,000
Payments on notes payable - related party		(90,000)
Proceeds from cash received for stock payable	539,500
Proceeds from issuance of common stock		616,750
Net cash provided by financing activities	539,500	541,750
Net change in cash and cash equivalents	306,482	218,419
Cash and cash equivalents, beginning of period	134,469	14,660
Cash and cash equivalents, end of period	440,951	233,079
Non-Cash Transactions:
Issuance of common stock for stock payable		11,500
Settlement of deferred officer accrued compensation with stock receivable		$ 331,849

Basis of Presentation

Basis of Presentation	3 Months Ended
	May 31, 2016
Notes to Financial Statements
1. Basis of Presentation	The accompanying unaudited consolidated financial information has been prepared by DigitalTown, Inc. (the "Company") in accordance with accounting principles generally accepted in the United States of America ("U.S.") ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission ("SEC"). Accordingly, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of this financial information have been included. Financial results for the interim period presented are not necessarily indicative of the results that may be expected for the fiscal year as a whole or any other interim period. This financial information should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended February 29, 2016.

Nature of Business and Summary

Nature of Business and Summary of Significant Accounting Policies:	3 Months Ended
	May 31, 2016
Notes to Financial Statements
2. Nature of Business and Summary of Significant Accounting Policies:	Nature of Business The Company was founded in 1982 under the laws of the State of Minnesota as Command Small Computer Learning Center, Inc., a computer training company and operated under several different names in the computer hardware and training sector. In 2005, the Company began acquiring domain names. On March 1, 2007, the Company changed its name to DigitalTown, Inc. and began developing a business plan to develop a platform to monetize their domain names. The Company's headquarters are located at 10655 NE 4 th The Company's consolidated financial statements have been prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit, recurring losses, and negative cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. At May 31, 2016 the Company had an accumulated deficit of $32,037,940. The Company anticipates that expected future proceeds from additional financing through the sale of its common stock or other equity-based securities, and additional sales and/or leases of existing domain names will be sufficient to meet its working capital and capital expenditure needs through at least May 31, 2017. In the event that the Company is unable to obtain additional capital in the future, the Company would be forced to further reduce operating expenses and/or cease operations altogether. Principles of Consolidation The Company files consolidated financial statements that include its wholly-owned subsidiaries Tiger Media and The School Network, Inc. All material intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain prior period amounts in the consolidated statement of cash flows have been reclassified to conform to the current period presentation. Proceeds from related party notes payable received in the prior period have been reclassified from the prior period classification. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S.") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. Accounts Receivable Accounts receivable arose from the sale of and commission earned from display advertising and development services. The Company evaluates collectability of accounts receivable based on a combination of factors including the age of the receivable or a specific customer's inability to meet its financial conditions. In these circumstances, the Company records an allowance to reduce the receivable to an amount it deems collectible. The Company has determined that an allowance for doubtful accounts is not necessary as of May 31, 2016 and February 29, 2016. Revenue Recognition The Company recognizes revenue when the following four criteria have been met: · Persuasive evidence that an agreement exists · Delivery has occurred · The price is fixed and determinable · Collectability is reasonably assured The Company primarily recognizes revenue from sale of software licenses and related development services. Software licensing and development revenue is recognized as invoiced. In the event of projects with multiple project milestones, revenue is recognized as milestones are achieved and invoices are submitted for payment. The Company may also be merchant of record for merchant transactions processed on the DigitalTown platform. In this case, revenue is recognized on the date of the transaction. The Company has experience in merchant transaction fraud mitigation. To the extent that chargebacks becomes material, the Company will implement a formal practice for allowance for doubtful accounts. The Company also recognizes revenue from the sale of display advertising appearing on specific pages of individual spirit sites within DigitalTown's network. Display advertising is sold by the Company directly to local merchants and placed by the Company on specific pages of individual spirit sites targeted by the local merchant. The terms of these sales are for a fixed monthly amount for a period ranging from three months to one year. The Company has also entered into certain third party agreements which allow display advertising to be placed on individual spirit sites within DigitalTown's network. Per these agreements, the Company receives commissions based on a percentage of the per click or per-impression revenue generated by these ads. The Company recognizes these commissions received as revenue. Fair Value of Financial Instruments Under Financial Accounting Standards Board ("FASB") Accounting Standards Codification (ASC) 820-10-5, fair value is defined as 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 (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under accounting principles generally accepted in the U.S. ("U.S. GAAP"), certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. As of May 31, 2016 and February 29, 2016, the Company does not have any financial instruments that must be measured under the new fair value standard. The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect the Company's assumptions about the assumptions that market participants would use in pricing the asset or liability. There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the three months ended May 31, 2016 and the year ended February 29, 2016. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturity of three months or less when purchased to be cash equivalents. As of May 31, 2016 and February 29, 2016, the Company had no cash equivalents. Cash Deposits in Excess of Federally Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are insured by the Federal Deposit Insurance Company and currently have insurance coverage up to $250,000. At May 31, 2016, the Company had cash balances in excess of the federally insured limits. Prepaid Domain Names The annual domain name renewal fees are currently being amortized over one year and the purchase of any new domain names are the only amounts being capitalized. See Note 5 for further information. Property and Equipment Property and equipment are stated at cost and depreciated on a straight-line basis over their estimated useful lives, ranging from three to five years. Leasehold improvements are amortized over the shorter of the useful life or the term of the related lease. The Company recorded $885 and $933 of depreciation expense for the three months ended May 31, 2016 and May 31, 2015, respectively. Repairs and maintenance costs are expensed as incurred; major renewals and improvements are capitalized. As items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operating income. See Note 4 for further information. Income Taxes Deferred tax assets (net of any valuation allowance) and liabilities resulting from temporary differences, net operating loss carryforwards and tax credit carryforwards are recorded using an asset-and-liability method. Deferred taxes relating to temporary differences and loss carryforwards are measured using the tax rate expected to be in effect when they are reversed or are realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be ultimately realized. The Company has recorded a full valuation allowance against the net deferred tax asset due to the uncertainty of realizing the related future benefits. The Company accounts for income taxes pursuant to FASB guidance. This guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company's adoption on March 1, 2009 of the provisions specifically related to uncertain tax positions resulted in no cumulative effect adjustment. The Company believes its income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves or related accruals for interest and penalties have been recorded at May 31, 2016 or February 29, 2016. In accordance with the guidance, the Company has adopted a policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will be classified as a component of interest expense and any related penalties will be classified in operating expenses in the statements of operations. The Company has three open years of tax returns subject to examination. Stock-Based Compensation, Including Options and Warrants The Company recognizes the cost of stock-based compensation plans and awards in operations on a straight-line basis over the respective vesting period of the awards. The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, directors, consultants and advisors. The compensation expense for the Company's stock-based payments is based on estimated fair values at the time of the grant. The Company estimates the fair value of stock-based payment awards on the date of grant using the Black-Scholes option pricing model. This option pricing model involves a number of assumptions, including the expected lives of stock options, the volatility of the public market price for the Company's common stock and interest rates. Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that are ultimately expected to vest. Advertising Advertising costs are charged to operations when incurred. The Company did not incur any advertising expense during the quarters ended May 31, 2016 or May 31, 2015. Recently Issued Accounting Pronouncements In July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2015-11, Simplifying the Measurement of Inventory, which requires that inventory be measured within the scope of the Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in this Update are to be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. This ASU conforms with the Company's current protocol for evaluating inventory and the Company will prospectively implement adoption of this ASU. The Company does not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. On April 7, 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. The ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. The ASU requires retrospective application to all prior periods presented in the financial statements. The Company has elected not to early adopt ASU 2015-03. Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Going Concern

Going Concern	3 Months Ended
	May 31, 2016
Notes to Financial Statements
3. Going Concern	The Company's consolidated financial statements have been prepared using accounting principles generally accepted in the U.S. applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit, recurring losses, and negative cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. At May 31, 2016 the Company had an accumulated deficit of $32,037,940. The Company anticipates that expected future proceeds from additional financing through the sale of its common stock or other equity-based securities, and additional sales and/or leases of existing domain names will be sufficient to meet its working capital and capital expenditure needs through at least May 31, 2017. In the event that the Company is unable to obtain additional capital in the future, the Company would be forced to further reduce operating expenses and/or cease operations altogether.

Property and Equipment

Property and Equipment	3 Months Ended
	May 31, 2016
Notes to Financial Statements
4. Property and Equipment	Property and equipment are as follows: May 31, February 29, 2016 2016 Office equipment and furniture $ 512,156 $ 512,156 Less accumulated depreciation (510,812 ) (509,927 ) Property and equipment, net $ 1,344 $ 2,229 Depreciation expense for the three months ended May 31, 2016 and 2015 was $885 and $933, respectively.

Prepaid Domain Names

Prepaid Domain Names	3 Months Ended
	May 31, 2016
Notes to Financial Statements
5. Prepaid Domain Names	During the three months ended May 31, 2016 and 2015, the Company incurred $15,000 and $126,545, respectively, of annual domain name renewal fees and has expensed $21,203 and $39,524, respectively, to cost of revenues on a straight-line basis. The amounts paid for the annual domain name renewal fees were paid directly to Epik, LLC, a company which is controlled by Robert Monster, the Company's Chief Executive Officer. Epik, LLC, then uses those funds to directly pay Verisign and ICANN companies for the annual domain renewal costs of $7.85 and $0.25, respectively, per domain name.

Accrued Expenses

Accrued Expenses	3 Months Ended
	May 31, 2016
Notes to Financial Statements
6. Accrued Expenses	Deferred Officier Compenstation Richard Pomije, the former CEO, CFO and Chairman of the Company has elected to forego a portion of his salary at various times due to the Company's limited operating funds. These amounts do not accrue interest and are due and payable as funds become available in the future. During the three months ended May 31, 2016, the Company recorded no deferred officer compensation and made no payments to Richard Pomije. During the three months ended May 31, 2015, the Company recorded $25,807 of deferred officer compensation and made payments of $46,250 to Richard Pomije. The total balance recorded as deferred officer compensation at May 31, 2016 and February 29, 2016 was $0 and $95,798, respectively. On May 11, 2015, Mr. Pomije agreed to accept the stock subscriptions receivable in lieu of his deferred officer accrued compensation. The total balance recorded as deferred officer compensation at May 11, 2015 (date of agreement), was $331,849. As a result of the difference between the amount recorded for stock subscriptions receivable and deferred officer compensation, the Company recorded a loss on conversion of deferred officer compensation into equity of $293,633 in May 2015. See Notes 9 and 15 for further information. On May 18, 2015, Founder Richard Pomije resigned from the Company. At that time, the Board of Directors was aware of no continuing employment agreement. The Company released Mr. Pomije on September 11, 2015 concurrent with closing the Burnsville, MN office. Mr. Pomije is asserting a continuing obligation on the part of the Company in the form of a monthly salary for a 1 year term. The Company has accrued a liability of $95,798 as of February 29, 2016 and May 31, 2016. Accrued Salary On February 10, 2016, Robert Monster, CEO converted $129,231 of his accrued salary into 1,292,310 common shares and 1 year stock options with an exercise price of $0.15. The shares and warrants were valued on the conversion date in the amounts of $109,846 and $19,385, respectively. As the value of the shares and warrants equaled the conversion amount of accrued salary, no gain or loss was recorded as a result of this transaction. As of May 31, 2016 and February 29, 2016, the accrued salary owed to Robert Monster was $0 and $0, respectively. Deferred Revenue During the three months ended May 31, 2016, the Company signed two customer agreements to perform digital support and construction services for two separate un-related companies. Each customer agreement consists of milestones and completion metrics to ensure that the requested services have been performed satisfactorily and to the customers' full expectations. As of May 31, 2016, the Company has collected $60,000 in cash and recorded $10,000 in accounts receivable from these two companies in order to fund the completion of each contract; however, as the services requested by the customers have not yet been completed, the revenue has been accrued in deferred revenue as of May 31, 2016.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	May 31, 2016
Notes to Financial Statements
7. Stockholders' Equity	Fiscal 2017 Stock Transaction During the year ended February 29, 2016, the Company issued 3,312,811 common shares to Robert Monster, CEO, in accordance with his employment agreement date May 18, 2015. The shares were valued based on the employment agreement date. During the year ended February 29, 2016, $779,325 was expensed related to these shares. During the three months ended May 31, 2016, $214,518 was expensed related to these shares. The May 18, 2016, the Company granted 8,292,309 common shares to Robert Monster, CEO, in accordance with his employment agreement date May 18, 2016 which are earned monthly over the new employment agreement which ends on May 18, 2018, a period of two years. The shares were valued based on the employment agreement date. During the three months ended May 31, 2016, $36,918 was expensed related to these shares. On March 9, 2016, the Company signed an employment agreement with Kenny Holloway for the period from March 9, 2016 through March 31, 2016. Included in the employment agreement is a common stock grant of 350,000 which vests monthly over the term of the employment agreement. During the three months ended May 31, 2016, $6,756 was expensed related to this agreement. On March 9, 2016, the Company signed an employment agreement with Chris Maxwell for the period from March 9, 2016 through March 31, 2016. Included in the employment agreement is a common stock grant of 600,000 which vests monthly over the term of the employment agreement. During the three months ended May 31, 2016, $11,581 was expensed related to this agreement. During the three months ended May 31, 2016, the Company received cash of $539,500 for shares of common stock which were not issued as of May 31, 2016; therefore, the stock payable increased from $37,500 at February 29, 2016 to $577,000 as of May 31, 2016. During the three months ended May 31, 2016, the Company sold shares to two related party investors at terms below the market price and share prices offered other investors. As a result, the Company recorded additional stock compensation expense of $30,450 to additional paid in capital to account for the preferential common share pricing. Fiscal 2016 Stock Transaction During the year ended February 29, 2016, the Company entered into stock purchase agreements and issued 4,927,000 restricted common shares at $0.10 per share, for total cash proceeds of $895,250. The restricted common shares were valued based at the cash sales price of $0.10. Each of these shares included 1 year warrants with an exercise price of $0.15. The fair market value of the warrants issued during the year ended February 29, 2016 was $152,628. The relative fair market value of the shares and warrants to the cash received were $179,906 and $98,594, respectively. On March 5, 2016, we acquired all of the assembled workforce, patents, intellectual property, technology, trademarks, trade names, copyrights, mask works and registrations, computer software, trade secrets and non-compete agreements related to the Cloud.Market business, pursuant to an agreement dated March 5, 2016 among the Company and the owner of Cloud.Maket in consideration for our issuance of 750,000 shares of our common stock and $7,500 of cash consideration payable to the owner of Cloud.Market. The agreement included customary representations, warranties, and covenants by us and the Cloud.Market owner. See further details in Note 16. On February 10, 2016, Robert Monster, CEO converted $129,231 of his accrued salary into 1,292,310 common shares and 1 year stock options with an exercise price of $0.15. The shares and warrants were valued on the conversion date in the amounts of $109,846 and $19,385, respectively. As the value of the shares and warrants equaled the conversion amount of accrued salary, no gain or loss was recorded as a result of this transaction. During the year ended February 29, 2016, 41,000 common shares were issued for stock payables from the 2015 fiscal year which amounted to $11,500 which was previously recorded as a stock payable as of February 28, 2015. Stock Warrants As of May 31, 2016, the Company had 4,660,000 warrants outstanding with an average exercise price of $0.14. The warrants expire one-ten years from their date of issue and have a weighted average remaining exercise period as of May 31, 2016 of 4.45 years. As of February 29, 2016, the Company had 4,510,000 warrants outstanding with an average exercise price of $0.14. The warrants expire one-ten years from their date of issue and have a weighted average remaining exercise period as of February 29, 2016 of 4.70 years. Stockholders purchasing stock during the fourth quarter of fiscal year 2016 were granted a one year warrant for each share of stock purchased. The $0.15 warrants vested immediately and expire January 1, 2017. On March 4, 2016, three individuals were issued 30,000 warrants as compensation for services to purchase shares of the Company stock at $0.10 per share. The warrants vested immediately and expire March 4, 2026. The total estimated value using the Black-Scholes Model, based on a volatility rate of 180% and a call option value of $0.08 was $11,948. On December 4, 2015, one board member was issued 200,000 warrants as compensation to purchase shares of the Company stock at $0.10 per share. The warrants vested immediately and expire December 3, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 125% and a call option value of $0.13 was $25,994. On December 4, 2015, one consultant was issued 200,000 warrants as compensation to purchase shares of the Company stock at $0.10 per share. The warrants vested immediately and expire December 3, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 125% and a call option value of $0.13 was $25,944. On September 10, 2015, one consultant was issued 200,000 warrants as compensation to purchase shares of the Company stock at the closing price as of September 9, 2015 of $0.30 per share. The warrants vested immediately and expire on September 10, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 121% and a call option value of $0.285 was $57,001. On September 10, 2015, one consultant was issued 200,000 warrants as compensation to purchase shares of the Company stock at the price of $0.30 per share. The warrants vested immediately and expire on September 10, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 121% and a call option value of $0.285 was $57,001. On September 10, 2015, one consultant was issued 100,000 warrants as compensation to purchase shares of the Company stock at the price of $0.30 per share. The warrants vested immediately and expire on September 10, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 121% and a call option value of $0.285 was $28,500. On May 5, 2015, Jeffrey Mills, a Director, was issued 200,000 warrants as compensation to purchase shares of the Company stock at the price as of May 4, 2015 of $0.25 per share. The warrants vested immediately and are exercisable until May 5, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 125% and a call option value of $0.24 was $47,817. On May 5, 2015, one consultant was issued 200,000 warrants as compensation to purchase shares of the Company stock at the price of $0.25 per share. The warrants vested immediately and are exercisable until May 5, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 125% and a call option value of $0.24 was $47,817. On May 5, 2015, one consultant was issued 50,000 warrants as compensation to purchase shares of the Company stock at the price of $0.25 per share. The warrants vested immediately and are exercisable until May 5, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 125% and a call option value of $0.24 was $11,954. On May 5, 2015, Darvin Habben, Chairman of the Board, was issued 400,000 warrants as compensation to purchase shares of the Company stock at the price of $0.25 per share. The warrants vested immediately and are exercisable until May 5, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 125% and a call option value of $0.24 was $95,634. On April 3, 2015, one consultant was issued 300,000 warrants as compensation to purchase shares of the Company stock at the price of $0.15 per share. The warrants vested immediately and are exercisable until April 3, 2025. The total estimated value using the Black-Scholes Model, based on a volatility rate of 122% and a call option value of $0.14 was $42,808. The Company utilized the following key assumptions in computing the fair value of the warrants using the Black-Scholes pricing model: April 3, May 5, September 10, 2015 2015 2015 Weighted-average volatility 122 % 125 % 121 % Expected dividends None None None Expected term (in years) 10.00 10.00 10.00 Weighted-average risk-free interest rate 1.92 % 2.19 % 2.23 % Weighted-average fair value of warrants granted $ 0.14 $ 0.21 $ 0.29 December 4, January 1, March 4, 2015 2016 2016 Weighted-average volatility 122 % 126 % 180 % Expected dividends None None None Expected term (in years) 10.00 1.00 10.00 Weighted-average risk-free interest rate 1.92 % 0.66 % 2.19 % Weighted-average fair value of warrants granted $ 0.14 $ 0.15 $ 0.08 The following table summarizes information about the Company's stock warrant changes during the three months ended May 31, 2016 and the year ended February 29, 2016: Number of Warrants Outstanding - February 28, 2015 700,000 Granted 4,510,000 Canceled or expired (700,000 ) Outstanding - February 28, 2016 4,510,000 Granted 30,000 Canceled or expired - Outstanding - May 31, 2016 4,540,000 Exercisable at May 31, 2016 4,540,000 The following table summarizes information about stock warrants outstanding as of May 31, 2016: Exercise Price Number Outstanding Weighted Average Remaining Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercisable Price $ 0.25 300,000 9.08 $ 0.24 300,000 $ 0.24 $ 0.25 850,000 9.17 $ 0.24 850,000 $ 0.24 $ 0.30 500,000 9.50 $ 0.28 500,000 $ 0.28 $ 0.10 400,000 9.75 $ 0.13 400,000 $ 0.13 $ 0.15 2,490,000 0.83 $ 0.07 2,490,000 $ 0.07 $ 0.15 - $0.30 4,540,000 4.70 $ 0.14 4,540,000 $ 0.14 The Company recorded stock-based compensation expense of $11,948 and $246,030 for all outstanding stock warrants for the three months ended May 31, 2016 and 2015, respectively. This expense is included in selling, general and administrative expense.

Stock Options

Stock Options	3 Months Ended
	May 31, 2016
Notes to Financial Statements
8. Stock Options	The Company has one stock option plan called The 2006 Employee Stock and Option Plan. As of May 31, 2016, an aggregate of 5,000,000 shares of common stock may be granted under this plan determined by the Board of Directors. The stock options may be granted to officers and employees of the Company. Options granted under this plan are non-qualified stock options and have exercise prices and vesting terms established by the Board of Directors at the time of each grant. Vesting terms of the outstanding options range from immediate to four years from the date of grant. The terms of the options range from five to ten years from the date of grant. The Company records its stock-based compensation arrangements calculating the fair value of share-based payments, including grants of employee stock options and employee stock purchase plan shares, to be recognized in the consolidated statements of operations based on their grant date fair values. The fair value of the Company's stock options have been estimated using the Black-Scholes pricing model, which requires assumptions as to expected dividends, the options expected life, volatility and risk-free interest rate at the time of the grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite vesting periods in the Company's consolidated statements of operations. No stock options were granted during the three months ended May 31, 2016. For the year ended February 29, 2016 the Company granted 1,292,310 options to Robert Monster, CEO with a term of 10 years and the options vested on the grant date of February 10, 2016. In addition during the year ended February 29, 2016 the Company granted: (1) 200,000 options to Robert Monster and 400,000 options to two officers with a term of 10 years and the options vested on the grant date of December 4, 2015: (2) 200,000 options to two employees with a term of 10 years and the options vested on the grant date of September 10, 2015: (3) and 500,000 options to three employees with a term of 10 years and the options vested on the grant date of May 5, 2015. In May 2015, Richard Pomije resigned as CEO, President, CFO and Chairman of the Board. Due to his resignation, Mr. Pomije forfeited 2,750,000 options that were granted in October 2011. The fair value of the Company's stock options have been estimated using the Black-Scholes pricing model, which requires assumptions as to expected dividends, the option's expected life, volatility and risk-free interest rate at the time of the grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite vesting periods in the Company's consolidated statements of operations. The Company utilized the following key assumptions in computing the fair value of the options using the Black-Scholes pricing model: February 10, December 4, 2016 2015 Weighted-average volatility 126 % 125 % Expected dividends None None Expected term (in years) 1.00 10.00 Weighted-average risk-free interest rate 0.42 % 1.71 % September 10, May 5, 2015 2015 Weighted-average volatility 121 % 125 % Expected dividends None None Expected term (in years) 10.00 10.00 Weighted-average risk-free interest rate 2.23 % 1.54 % The Company recorded stock-based compensation expense of $0 and $105,343 for all outstanding options for the three months ended May 31, 2016 and 2015, respectively. This expense is included in selling, general and administrative expense. As of May 31, 2016, the Company has not recorded any tax benefit from this non-cash expense due to the Company having a full valuation allowance against its deferred tax assets. The compensation expense impacted the basic (loss) per common share for the three months ended May 31, 2016 and 2015 by $(0.000) and $(0.003), respectively. As of May 31, 2016, there was no remaining unrecognized compensation expense to be recognized over future periods. The following table summarizes information about the Company's stock options as of May 31, 2016 and changes during the years ended February 29, 2016. Number of Options Weighted Average Exercise Price Outstanding - February 28, 2015 3,450,000 $ 0.96 Granted 2,592,310 0.10 Canceled or expired (3,450,000 ) 0.86 Outstanding - February 29, 2016 2,592,310 $ 0.10 Granted - - Canceled or expired - - Outstanding – May 31, 2016 2,592,310 $ 0.10 Exercisable at May 31, 2016 2,592,310 $ 0.10 The following table summarizes information about stock options outstanding as of May 31, 2016: Exercise Price Number Outstanding Weighted Average Remaining Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercisable Price $ 0.25 500,000 8.92 $ 0.21 500,000 $ 0.21 $ 0.30 200,000 9.25 $ 0.25 200,000 $ 0.25 $ 0.10 600,000 9.50 $ 0.12 600,000 $ 0.12 $ 0.15 1,292,310 0.67 $ 0.02 1,292,310 $ 0.02 $ 0.10 - $0.30 2,592,310 4.96 $ 0.09 2,592,310 $ 0.09

Related Party Transactions

Related Party Transactions	3 Months Ended
	May 31, 2016
Notes to Financial Statements
9. Related Party Transactions	Lease with Director/Stockholder Since September 1, 2014 the Company has had a month-to-month agreement requiring rental payments of $1,050 per month. Mr. Mills invoiced the Company $0 and $3,150 for the three months ended May 31, 2016 and 2015, respectively. No amounts were owed by the Company to Mr. Mills at May 31, 2016 or February 29, 2016, pertaining to the lease. Accounts Payable – Related Parties The Company had accounts payable balances due to related parties of $4,269 at May 31, 2016 and February 29, 2016 due to Richard Pomije. Deferred Officer Compensation On May 18, 2015, Founder Richard Pomije resigned from the Company. At that time, the Board of Directors was aware of no continuing employment agreement. The Company released Mr. Pomije on September 11, 2015 concurrent with closing the Burnsville, MN office. Mr. Pomije is asserting a continuing obligation on the part of the Company in the form of a monthly salary for a 1 year term. The Company has accrued a liability of $95,798 as of May 31, 2016 and February 29, 2016. See Note 6 for additional information. Accrued Salary Conversion On February 10, 2016, Robert Monster, CEO converted $129,231 of his accrued salary into 1,292,310 common shares and 1 year stock options with an exercise price of $0.15. The shares and warrants were valued on the conversion date in the amounts of $109,846 and $19,385, respectively. As the value of the shares and warrants equaled the conversion amount of accrued salary, no gain or loss was recorded as a result of this transaction. As of February 29, 2016 and May 31, 2016, no accrued salary was owed to Robert Monster. Employment Agreement Share Issuance During the year ended February 29, 2016, the Company issued 3,312,811 common shares to Robert Monster, CEO, in accordance with his employment agreement date May 18, 2015. The shares were valued based on the employment agreement date. During the year ended February 29, 2016, $779,325 was expensed related to these shares. During the three months ended May 31, 2016, $214,518 was expensed related to these shares. The May 18, 2016, the Company granted 8,292,309 common shares to Robert Monster, CEO, in accordance with his employment agreement date May 18, 2016 which are earned monthly over the new employment agreement which ends on May 18, 2018, a period of two years. The shares were valued based on the employment agreement date. During the three months ended May 31, 2016, $36,918 was expensed related to these shares. On March 9, 2016, the Company signed an employment agreement with Kenny Holloway for the period from March 9, 2016 through March 31, 2016. Included in the employment agreement is a common stock grant of 350,000 which vests monthly over the term of the employment agreement. During the three months ended May 31, 2016, $6,756 was expensed related to this agreement. On March 9, 2016, the Company signed an employment agreement with Chris Maxwell for the period from March 9, 2016 through March 31, 2016. Included in the employment agreement is a common stock grant of 600,000 which vests monthly over the term of the employment agreement. During the three months ended May 31, 2016, $11,581 was expensed related to this agreement. Prepaid Domain Names During the three months ended May 31, 2016 and 2015, the Company incurred $15,000 and $126,545, respectively, of annual domain name renewal fees and has expensed $21,203 and $39,524, respectively, to cost of revenues on a straight-line basis. The amounts paid for the annual domain name renewal fees were paid directly to Epik, LLC, a company which is controlled by Robert Monster, the Company's Chief Executive Officer. Epik, LLC, then uses those funds to directly pay Verisign and ICANN companies for the annual domain renewal costs of $7.85 and $0.25, respectively, per domain name. Notes Payable – Related Party On April 22, 2014, the Company signed an unsecured promissory note with Richard Pomije, former CEO, CFO and Chairman for a working capital loan of $75,000, due in one year at an annual interest rate of 5%. On December 1, 2014, the Company signed an additional unsecured promissory note with Richard Pomije for a working capital loan of $10,000 due in one year at an annual interest rate of 4%. On August 14, 2014, the Company made a $10,000 principal payment on the $75,000 note payable leaving a remaining principal balance of $75,000 on the two notes payable as of February 28, 2015. On April 3, 2015, the Company signed an additional unsecured promissory note with Richard Pomije for a working capital loan of $15,000 due in one year at an annual interest rate of 4%. In May 2015, the Company paid off all three notes payable resulting in no notes payable owed as of May 31, 2015. Accrued interest of $0 and $3,657 related to the $75,000 note payable is included in accounts payable as of May 31, 2016 and February 29, 2016, respectively, and accrued interest of $0 and $266 related to the $0 and $10,000 notes payable is included in accounts payable – related parties as of May 31, 2016 and May 31, 2015, respectively. All accrued interest was paid as of May 31, 2016.

Income Taxes

Income Taxes	3 Months Ended
	May 31, 2016
Notes to Financial Statements
10. Income Taxes	The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary 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 those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations. No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $9,894,026 as of May 31, 2016 that will be offset against future taxable income. The available net operating loss carry forwards will expire in various years through 2036. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards. The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company's loss before income taxes. The components of these differences are as follows at May 31, 2016 and February 29, 2016: 5/31/16 2/29/16 Net tax loss carry-forwards $ 9,894,026 $ 9,591,131 Statutory rate 34 % 34 % Expected tax recovery 3,363,969 3,260,985 Change in valuation allowance (3,363,969 ) (3,260,985 ) Income tax provision $ - $ - Components of deferred tax asset: Non capital tax loss carry forwards $ 3,363,969 $ 3,260,985 Less: valuation allowance (3,363,969 ) (3,260,985 ) Net deferred tax asset $ - $ -

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	May 31, 2016
Notes to Financial Statements
11. Commitments and Contingencies	The Company is exposed to asserted and unasserted claims encountered in the normal course of business. In the opinion of management, the resolution of these matters will not have a material adverse effect on the Company's financial position or results of operations. On August 22, 2011, the Company entered into a nine-month agreement with Enable Consulting, LLC ("Enable") to complete the design and development of the Company's Sales Center Application. The Company committed up to $66,000 for the development and maintenance support of this software application through May 31, 2012. On June 27, 2012, the Company signed an amendment to its existing contract with Enable to establish payment terms for the remaining balance due Enable of $36,000 and prioritize the remaining unresolved maintenance items which Enable was to have completed by August 15, 2012. The Company paid $13,500 on June 29, 2012. As of May 31, 2016, the maintenance items remain unresolved and the Company has a balance due Enable of $22,500, which is included in accounts payable. On December 8, 2010, the Company entered into a five-year strategic partnership agreement with the National Interscholastic Athletic Administrators Association ("NIAAA"). The NIAAA and DigitalTown will work together to establish a national, standardized system for recording schedules, scores, rosters and statistics for interscholastic sports teams and individual students. Pursuant to the agreement, the Company has committed to pay the expenses related to this strategic partnership; however, any expenses in excess of $5,000 must be preapproved by the Company. The Company has committed to deposit $50,000 for such expenses for the first fiscal year of the contract which the Company has paid as of February 29, 2012. In addition, as of May 31, 2016 the Company has paid $20,000 of the $50,000 due for the second fiscal year of the contract and the balance due of $30,000 is included in accounts payable. In addition, the Company has committed to donate 25% of the annual net sponsorship revenue in the scheduling and stats areas of its websites, with a total annual donation cap of $3,000,000, to yet to be named program funds that promote youth activities and the NIAAA. Lastly, the Company has committed to a minimal revenue share of $100,000 per year with the future launch of its beta 3 software. As of May 31, 2016, the Company has not yet launched its beta 3 software nor has it generated any net sponsorship revenue.

Common Stock Subscriptions Rece

Common Stock Subscriptions Receivable	3 Months Ended
	May 31, 2016
Notes to Financial Statements
12. Common Stock Subscriptions Receivable	Prior to May 11, 2015, the Company had the 2007 and 2011 stock subscription agreements outstanding all of which were due from a related party: (See Notes 3 and 5 for further information). Summary As of May 31, 2016 and February 29, 2016, the Company is owed $5,000 and $12,500 for stock The Company did not have any stock receivables remaining related to the 2007 and 2010 agreements. The following tables summarize information about the 2007 and 2010 agreements for stock subscriptions receivable with Richard Pomije: Receivable balance at February 29, 2008 $ 5,030,795 Cash collected (523,832 ) Receivable balance at February 28, 2009 4,506,963 Cash collected (337,500 ) 2007 Subscription agreement pricing revised (1) (2,275,000 ) Receivable balance at February 28, 2010 1,894,463 New subscription agreement (2) 300,000 Cash collected (771,809 ) Receivable balance at February 28, 2011 1,422,654 Cash collected (123,000 ) Receivable balance at February 29, 2012 1,299,654 Cash collected (320,800 ) Receivable balance at February 28, 2013 978,854 Cash collected (337,459 ) Receivable balance at February 28, 2014 641,395 Cash collected (15,913 ) Receivable balance at February 28, 2015 625,482 Cash collected - Settlement with former CEO (see Note 11) (625,482 ) Receivable balance at February 29, 2016 $ - Receivable balance at May 31, 2016 $ - (1) Amendment to the terms of the subscription agreements received by the Company on October 5, 2007 for 1,300,000 restricted common shares reducing the price paid per share from $2.50 to $0.75. (2) New subscription agreement received on June 22, 2010.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	3 Months Ended
	May 31, 2016
Notes to Financial Statements
13. Earnings (Loss) Per Share	The Company computes earnings per share using two different methods, basic and diluted, and presents per share data for all periods in which statements of operations are presented. Basic earnings per share are computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings per share are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding. The following tables provide a reconciliation of the numerators and denominators used in calculating basic and diluted earnings (loss) per share for the three months ended May 31, 2016 and 2015: Three months ended May 31, 2016 May 31, 2015 Basic earnings (loss) per share calculation: Net loss to common shareholders $ (615,066 ) $ (740,339 ) Weighted average number of common shares outstanding 41,461,543 31,656,422 Basic net loss per share $ (0.01 ) $ (0.02 ) Diluted earnings (loss) per share calculation: Net loss to common shareholders $ (615,066 ) $ (740,339 ) Weighted average number of common shares outstanding 41,461,543 31,656,422 Stock options (1) - - Warrants (2) - - Diluted weighted average common shares outstanding 41,461,543 31,656,422 Diluted net loss per share $ (0.01 ) $ (0.02 ) (1) At May 31, 2016 and May 31, 2015, there were outstanding stock options equivalent to 2,592,310 and 1,200,000 common shares, respectively. The stock options are anti-dilutive at May 31, 2016 and 2015 and therefore, have been excluded from diluted earnings (loss) per share. (2) At May 31, 2016 and 2015, there were outstanding warrants equivalent to 4,540,000 and 2,225,000 common shares, respectively. The warrants are anti-dilutive at May 31, 2016 and 2015 and therefore, have been excluded from diluted earnings (loss) per share.

Gain on Settlement of Accounts

Gain on Settlement of Accounts Payable	3 Months Ended
	May 31, 2016
Notes to Financial Statements
14. Gain on Settlement of Accounts Payable	During the quarter ended May 31, 2015, the Company settled an accounts payable amount owed to a vendor with a balance of $44,899 as of February 28, 2015 for $18,000 resulting in a gain on settlement of accounts payable of $26,899.

Loss on Conversion of Deferred

Loss on Conversion of Deferred Officer Compensation into Equity	3 Months Ended
	May 31, 2016
Notes to Financial Statements
15. Loss on Conversion of Deferred Officer Compensation into Equity	On May 11, 2015, Richard Pomije, the former CEO, CFO and Chairman of the Company agreed to accept the stock subscriptions receivable in lieu of his deferred officer accrued compensation. As of May 11, 2015 (date of agreement), the balance recorded as deferred officer compensation was $331,849 and the balance recorded as stock subscriptions receivable was $625,482. The agreement resulted in a loss on conversion of deferred officer compensation of $293,633.

Acquisitions

Acquisitions	3 Months Ended
	May 31, 2016
Notes to Financial Statements
16. Acquisitions	Cloud.Market Acquisition On March 5, 2016, we acquired all of the assembled workforce, patents, intellectual property, technology, trademarks, trade names, copyrights, mask works and registrations, computer software, trade secrets and non-compete agreements related to the Cloud.Market business, pursuant to an agreement dated March 5, 2016 among the Company and the owner of Cloud.Market in consideration for our issuance of 750,000 shares of our common stock and $7,500 of cash consideration payable to the owner of Cloud.Market. The agreement included customary representations, warranties, and covenants by us and the Cloud.Market owner. The allocation of the purchase price to assets based upon fair value determinations was as follows: IP/ Technology/ Patents $ 29,700 Non-compete agreements 5,000 Goodwill 32,800 Total assets acquired $ 67,500 The purchase price consists of the following: Cash $ 7,500 Common stock 60,000 Total purchase price $ 67,500 The unaudited supplemental pro forma results of operations of the combined entities are not included in this disclosure as the acquisition of Cloud.Market does not significantly affect the Company's results from operations.

Intangible Assets and Goodwill

Intangible Assets and Goodwill	3 Months Ended
	May 31, 2016
Notes to Financial Statements
17. Intangible Assets and Goodwill	Goodwill The carrying value of goodwill at May 31, 2016 and February 29, 2016 was $32,800 and $0, respectively. Intangible assets The following table presents details of our purchased intangible assets as of May 31, 2016 and February 29, 2016: Balance at February 29, 2016 Additions Balance at May 31, 2016 IP/ Technology/ Patents $ - $ 29,700 $ 29,700 Non-compete agreements - 5,000 $ 5,000 $ - $ 34,700 $ 34,700 The intangible assets are being amortized on a straight line basis over their estimated useful lives of two to five years. Amortization expense for intangible assets was $0 and $0 for the three months ended May 31, 2016 and 2015, respectively. The estimated future amortization expense of our intangible assets as of May 31, 2016 is as follows: Year ending February 29, Amount 2017 12,400 2018 12,400 2019 9,900 2020 - 2021 - Thereafter - Total $ 34,700

Subsequent Events

Subsequent Events	3 Months Ended
	May 31, 2016
Notes to Financial Statements
18. Subsequent Events	There were no additional significant subsequent events through July 20, 2016, the date the financial statements were issued.

Nature of Business and Summar24

Nature of Business and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	May 31, 2016
Nature Of Business And Summary Of Significant Accounting Policies Policies
Nature of Business	The Company was founded in 1982 under the laws of the State of Minnesota as Command Small Computer Learning Center, Inc., a computer training company and operated under several different names in the computer hardware and training sector. In 2005, the Company began acquiring domain names. On March 1, 2007, the Company changed its name to DigitalTown, Inc. and began developing a business plan to develop a platform to monetize their domain names. The Company's headquarters are located at 10655 NE 4 th The Company's consolidated financial statements have been prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit, recurring losses, and negative cash flows from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. At May 31, 2016 the Company had an accumulated deficit of $32,037,940. The Company anticipates that expected future proceeds from additional financing through the sale of its common stock or other equity-based securities, and additional sales and/or leases of existing domain names will be sufficient to meet its working capital and capital expenditure needs through at least May 31, 2017. In the event that the Company is unable to obtain additional capital in the future, the Company would be forced to further reduce operating expenses and/or cease operations altogether.
Principles of Consolidation	The Company files consolidated financial statements that include its wholly-owned subsidiaries Tiger Media and The School Network, Inc. All material intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications	Certain prior period amounts in the consolidated statement of cash flows have been reclassified to conform to the current period presentation. Proceeds from related party notes payable received in the prior period have been reclassified from the prior period classification.
Use of Estimates	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S.") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.
Accounts Receivable	Accounts receivable arose from the sale of and commission earned from display advertising and development services. The Company evaluates collectability of accounts receivable based on a combination of factors including the age of the receivable or a specific customer's inability to meet its financial conditions. In these circumstances, the Company records an allowance to reduce the receivable to an amount it deems collectible. The Company has determined that an allowance for doubtful accounts is not necessary as of May 31, 2016 and February 29, 2016.
Revenue Recognition	The Company recognizes revenue when the following four criteria have been met: · Persuasive evidence that an agreement exists · Delivery has occurred · The price is fixed and determinable · Collectability is reasonably assured The Company primarily recognizes revenue from sale of software licenses and related development services. Software licensing and development revenue is recognized as invoiced. In the event of projects with multiple project milestones, revenue is recognized as milestones are achieved and invoices are submitted for payment. The Company may also be merchant of record for merchant transactions processed on the DigitalTown platform. In this case, revenue is recognized on the date of the transaction. The Company has experience in merchant transaction fraud mitigation. To the extent that chargebacks becomes material, the Company will implement a formal practice for allowance for doubtful accounts. The Company also recognizes revenue from the sale of display advertising appearing on specific pages of individual spirit sites within DigitalTown's network. Display advertising is sold by the Company directly to local merchants and placed by the Company on specific pages of individual spirit sites targeted by the local merchant. The terms of these sales are for a fixed monthly amount for a period ranging from three months to one year. The Company has also entered into certain third party agreements which allow display advertising to be placed on individual spirit sites within DigitalTown's network. Per these agreements, the Company receives commissions based on a percentage of the per click or per-impression revenue generated by these ads. The Company recognizes these commissions received as revenue.
Fair Value of Financial Instruments	Under Financial Accounting Standards Board ("FASB") Accounting Standards Codification (ASC) 820-10-5, fair value is defined as 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 (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under accounting principles generally accepted in the U.S. ("U.S. GAAP"), certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. As of May 31, 2016 and February 29, 2016, the Company does not have any financial instruments that must be measured under the new fair value standard. The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect the Company's assumptions about the assumptions that market participants would use in pricing the asset or liability. There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the three months ended May 31, 2016 and the year ended February 29, 2016.
Cash and Cash Equivalents	The Company considers all highly liquid investments with original maturity of three months or less when purchased to be cash equivalents. As of May 31, 2016 and February 29, 2016, the Company had no cash equivalents.
Cash Deposits in Excess of Federally Insured Limits	The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are insured by the Federal Deposit Insurance Company and currently have insurance coverage up to $250,000. At May 31, 2016, the Company had cash balances in excess of the federally insured limits.
Prepaid Domain Names	The annual domain name renewal fees are currently being amortized over one year and the purchase of any new domain names are the only amounts being capitalized. See Note 5 for further information.
Property and Equipment	Property and equipment are stated at cost and depreciated on a straight-line basis over their estimated useful lives, ranging from three to five years. Leasehold improvements are amortized over the shorter of the useful life or the term of the related lease. The Company recorded $885 and $933 of depreciation expense for the three months ended May 31, 2016 and May 31, 2015, respectively. Repairs and maintenance costs are expensed as incurred; major renewals and improvements are capitalized. As items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operating income. See Note 4 for further information.
Income Taxes	Deferred tax assets (net of any valuation allowance) and liabilities resulting from temporary differences, net operating loss carryforwards and tax credit carryforwards are recorded using an asset-and-liability method. Deferred taxes relating to temporary differences and loss carryforwards are measured using the tax rate expected to be in effect when they are reversed or are realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be ultimately realized. The Company has recorded a full valuation allowance against the net deferred tax asset due to the uncertainty of realizing the related future benefits. The Company accounts for income taxes pursuant to FASB guidance. This guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company's adoption on March 1, 2009 of the provisions specifically related to uncertain tax positions resulted in no cumulative effect adjustment. The Company believes its income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves or related accruals for interest and penalties have been recorded at May 31, 2016 or February 29, 2016. In accordance with the guidance, the Company has adopted a policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will be classified as a component of interest expense and any related penalties will be classified in operating expenses in the statements of operations. The Company has three open years of tax returns subject to examination.
Stock-Based Compensation, Including Options and Warrants	The Company recognizes the cost of stock-based compensation plans and awards in operations on a straight-line basis over the respective vesting period of the awards. The Company measures and recognizes compensation expense for all stock-based payment awards made to employees, directors, consultants and advisors. The compensation expense for the Company's stock-based payments is based on estimated fair values at the time of the grant. The Company estimates the fair value of stock-based payment awards on the date of grant using the Black-Scholes option pricing model. This option pricing model involves a number of assumptions, including the expected lives of stock options, the volatility of the public market price for the Company's common stock and interest rates. Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that are ultimately expected to vest.
Advertising	Advertising costs are charged to operations when incurred. The Company did not incur any advertising expense during the quarters ended May 31, 2016 or May 31, 2015.
Recently Issued Accounting Pronouncements	In July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2015-11, Simplifying the Measurement of Inventory, which requires that inventory be measured within the scope of the Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in this Update are to be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. This ASU conforms with the Company's current protocol for evaluating inventory and the Company will prospectively implement adoption of this ASU. The Company does not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. On April 7, 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. The ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. The ASU requires retrospective application to all prior periods presented in the financial statements. The Company has elected not to early adopt ASU 2015-03. Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	May 31, 2016
Property And Equipment Tables
Schedule of Property and Equipment	Property and equipment are as follows: May 31, February 29, 2016 2016 Office equipment and furniture $ 512,156 $ 512,156 Less accumulated depreciation (510,812 ) (509,927 ) Property and equipment, net $ 1,344 $ 2,229

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	May 31, 2016
Stockholders Equity Tables
Schedule of computing the fair value of the warrants using the Black-Scholes pricing model	The Company utilized the following key assumptions in computing the fair value of the warrants using the Black-Scholes pricing model: April 3, May 5, September 10, 2015 2015 2015 Weighted-average volatility 122 % 125 % 121 % Expected dividends None None None Expected term (in years) 10.00 10.00 10.00 Weighted-average risk-free interest rate 1.92 % 2.19 % 2.23 % Weighted-average fair value of warrants granted $ 0.14 $ 0.21 $ 0.29 December 4, January 1, March 4, 2015 2016 2016 Weighted-average volatility 122 % 126 % 180 % Expected dividends None None None Expected term (in years) 10.00 1.00 10.00 Weighted-average risk-free interest rate 1.92 % 0.66 % 2.19 % Weighted-average fair value of warrants granted $ 0.14 $ 0.15 $ 0.08
Summary of stock warrant activity	The following table summarizes information about the Company's stock warrant changes during the three months ended May 31, 2016 and the year ended February 29, 2016: Number of Warrants Outstanding - February 28, 2015 700,000 Granted 4,510,000 Canceled or expired (700,000 ) Outstanding - February 28, 2016 4,510,000 Granted 30,000 Canceled or expired - Outstanding - May 31, 2016 4,540,000 Exercisable at May 31, 2016 4,540,000
Summary of stock warrants outstanding	The following table summarizes information about stock warrants outstanding as of May 31, 2016: Exercise Price Number Outstanding Weighted Average Remaining Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercisable Price $ 0.25 300,000 9.08 $ 0.24 300,000 $ 0.24 $ 0.25 850,000 9.17 $ 0.24 850,000 $ 0.24 $ 0.30 500,000 9.50 $ 0.28 500,000 $ 0.28 $ 0.10 400,000 9.75 $ 0.13 400,000 $ 0.13 $ 0.15 2,490,000 0.83 $ 0.07 2,490,000 $ 0.07 $ 0.15 - $0.30 4,540,000 4.70 $ 0.14 4,540,000 $ 0.14

Stock Options (Tables)

Stock Options (Tables)	3 Months Ended
	May 31, 2016
Stock Options Tables
Schedule of computing the fair value of the options using the Black-Scholes pricing model	The Company utilized the following key assumptions in computing the fair value of the options using the Black-Scholes pricing model: February 10, December 4, 2016 2015 Weighted-average volatility 126 % 125 % Expected dividends None None Expected term (in years) 1.00 10.00 Weighted-average risk-free interest rate 0.42 % 1.71 % September 10, May 5, 2015 2015 Weighted-average volatility 121 % 125 % Expected dividends None None Expected term (in years) 10.00 10.00 Weighted-average risk-free interest rate 2.23 % 1.54 %
Summary of stock options activity	The following table summarizes information about the Company's stock options as of May 31, 2016 and changes during the years ended February 29, 2016. Number of Options Weighted Average Exercise Price Outstanding - February 28, 2015 3,450,000 $ 0.96 Granted 2,592,310 0.10 Canceled or expired (3,450,000 ) 0.86 Outstanding - February 29, 2016 2,592,310 $ 0.10 Granted - - Canceled or expired - - Outstanding – May 31, 2016 2,592,310 $ 0.10 Exercisable at May 31, 2016 2,592,310 $ 0.10
Summary of stock options outstanding	The following table summarizes information about stock options outstanding as of May 31, 2016: Exercise Price Number Outstanding Weighted Average Remaining Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercisable Price $ 0.25 500,000 8.92 $ 0.21 500,000 $ 0.21 $ 0.30 200,000 9.25 $ 0.25 200,000 $ 0.25 $ 0.10 600,000 9.50 $ 0.12 600,000 $ 0.12 $ 0.15 1,292,310 0.67 $ 0.02 1,292,310 $ 0.02 $ 0.10 - $0.30 2,592,310 4.96 $ 0.09 2,592,310 $ 0.09

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	May 31, 2016
Income Taxes Tables
Schedule of income tax provisions	The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company's loss before income taxes. The components of these differences are as follows at May 31, 2016 and February 29, 2016: 5/31/16 2/29/16 Net tax loss carry-forwards $ 9,894,026 $ 9,591,131 Statutory rate 34 % 34 % Expected tax recovery 3,363,969 3,260,985 Change in valuation allowance (3,363,969 ) (3,260,985 ) Income tax provision $ - $ - Components of deferred tax asset: Non capital tax loss carry forwards $ 3,363,969 $ 3,260,985 Less: valuation allowance (3,363,969 ) (3,260,985 ) Net deferred tax asset $ - $ -

Common Stock Subscriptions Re29

Common Stock Subscriptions Receivable (Tables)	3 Months Ended
	May 31, 2016
Common Stock Subscriptions Receivable Tables
Schedule of agreements for stock subscriptions receivable	The following tables summarize information about the 2007 and 2010 agreements for stock subscriptions receivable with Richard Pomije: Receivable balance at February 29, 2008 $ 5,030,795 Cash collected (523,832 ) Receivable balance at February 28, 2009 4,506,963 Cash collected (337,500 ) 2007 Subscription agreement pricing revised (1) (2,275,000 ) Receivable balance at February 28, 2010 1,894,463 New subscription agreement (2) 300,000 Cash collected (771,809 ) Receivable balance at February 28, 2011 1,422,654 Cash collected (123,000 ) Receivable balance at February 29, 2012 1,299,654 Cash collected (320,800 ) Receivable balance at February 28, 2013 978,854 Cash collected (337,459 ) Receivable balance at February 28, 2014 641,395 Cash collected (15,913 ) Receivable balance at February 28, 2015 625,482 Cash collected - Settlement with former CEO (see Note 11) (625,482 ) Receivable balance at February 29, 2016 $ - Receivable balance at May 31, 2016 $ - (1) Amendment to the terms of the subscription agreements received by the Company on October 5, 2007 for 1,300,000 restricted common shares reducing the price paid per share from $2.50 to $0.75. (2) New subscription agreement received on June 22, 2010.

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	3 Months Ended
	May 31, 2016
Earnings Loss Per Share Tables
Reconciliation of basic and diluted earnings per share	The following tables provide a reconciliation of the numerators and denominators used in calculating basic and diluted earnings (loss) per share for the three months ended May 31, 2016 and 2015: Three months ended May 31, 2016 May 31, 2015 Basic earnings (loss) per share calculation: Net loss to common shareholders $ (615,066 ) $ (740,339 ) Weighted average number of common shares outstanding 41,461,543 31,656,422 Basic net loss per share $ (0.01 ) $ (0.02 ) Diluted earnings (loss) per share calculation: Net loss to common shareholders $ (615,066 ) $ (740,339 ) Weighted average number of common shares outstanding 41,461,543 31,656,422 Stock options (1) - - Warrants (2) - - Diluted weighted average common shares outstanding 41,461,543 31,656,422 Diluted net loss per share $ (0.01 ) $ (0.02 ) (1) At May 31, 2016 and May 31, 2015, there were outstanding stock options equivalent to 2,592,310 and 1,200,000 common shares, respectively. The stock options are anti-dilutive at May 31, 2016 and 2015 and therefore, have been excluded from diluted earnings (loss) per share. (2) At May 31, 2016 and 2015, there were outstanding warrants equivalent to 4,540,000 and 2,225,000 common shares, respectively. The warrants are anti-dilutive at May 31, 2016 and 2015 and therefore, have been excluded from diluted earnings (loss) per share.

Acquisitions (Tables)

Acquisitions (Tables)	3 Months Ended
	May 31, 2016
Acquisitions Tables
Summary of allocation of the purchase price to assets	The allocation of the purchase price to assets based upon fair value determinations was as follows: IP/ Technology/ Patents $ 29,700 Non-compete agreements 5,000 Goodwill 32,800 Total assets acquired $ 67,500
Summary of purchase price	The purchase price consists of the following: Cash $ 7,500 Common stock 60,000 Total purchase price $ 67,500

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	3 Months Ended
	May 31, 2016
Intangible Assets And Goodwill Tables
Schedule of our purchased intangible asset	The following table presents details of our purchased intangible assets as of May 31, 2016 and February 29, 2016: Balance at February 29, 2016 Additions Balance at May 31, 2016 IP/ Technology/ Patents $ - $ 29,700 $ 29,700 Non-compete agreements - 5,000 $ 5,000 $ - $ 34,700 $ 34,700
Schedule of amortization expense of intangible assets	The estimated future amortization expense of our intangible assets as of May 31, 2016 is as follows: Year ending February 29, Amount 2017 12,400 2018 12,400 2019 9,900 2020 - 2021 - Thereafter - Total $ 34,700