Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 31, 2015 | Oct. 19, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | OncBioMune Pharmaceuticals, Inc | |
Entity Central Index Key | 1,362,703 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-29 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 52,841,712 | |
Trading Symbol | OBMP | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Aug. 31, 2015 | Feb. 28, 2015 |
CURRENT ASSETS: | ||
Cash | $ 4,554 | $ 6,809 |
Prepaid expenses and other current assets | 97 | |
Total Current Assets | $ 4,554 | 6,906 |
TOTAL ASSETS | $ 4,554 | 6,906 |
CURRENT LIABILITIES: | ||
Short-term notes payable | $ 625,000 | |
Advances payable - related parties | $ 10,000 | |
Accounts payable and accrued liabilities | $ 4,600 | $ 121,222 |
Accounts payable and accrued liabilities, related parties | 304,943 | |
Total Current Liabilities | $ 14,600 | $ 1,051,165 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value; 20,000,000 authorized Series A Preferred stock ($0.0001 Par Value; 1,000,000 Shares Authorized; none issued and outstanding at August 31, 2015 and February 28, 2015) | ||
Common stock: $.0001 par value, 500,000,000 shares authorized; 4,493,372 and 451,639 issued and outstanding at August 31, 2015 and February 28, 2015, respectively | $ 450 | $ 45 |
Additional paid-in capital | 5,394,187 | 2,703,784 |
Accumulated deficit | (5,404,683) | (3,748,088) |
Total Stockholders' Deficit | (10,046) | (1,044,259) |
Total Liabilities and Stockholders' Deficit | $ 4,554 | $ 6,906 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value; 20,000,000 authorized Series A Preferred stock ($0.0001 Par Value; 1,000,000 Shares Authorized; none issued and outstanding at August 31, 2015 and February 28, 2015) |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2015 | Feb. 28, 2015 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 4,493,372 | 451,639 |
Common stock, shares outstanding | 4,493,372 | 451,639 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | |
Income Statement [Abstract] | ||||
REVENUES | $ 8 | $ 74 | ||
OPERATING EXPENSES: | ||||
Professional fees | $ 9,119 | 28,212 | $ 24,451 | 63,150 |
Compensation expense | 159,414 | 0 | 159,414 | 0 |
Website amortization | 0 | 17,440 | 0 | 34,880 |
General and administrative expenses | 5,120 | 52,408 | 12,164 | 84,355 |
Total Operating Expenses | 173,653 | 98,060 | 196,029 | 182,385 |
LOSS FROM OPERATIONS | $ (173,653) | $ (98,052) | (196,029) | $ (182,311) |
OTHER EXPENSE: | ||||
Debt settlement loss, net | (167,090) | |||
Gain on derivative liability | $ 10,766 | 10,766 | ||
Interest expense | (1,298,693) | $ (10,414) | (1,304,242) | $ (19,231) |
Total Other Expense | (1,287,927) | (10,414) | (1,460,566) | (19,231) |
NET LOSS FROM CONTINUING OPERATIONS | $ (1,461,580) | (108,466) | $ (1,656,595) | (201,542) |
INCOME FROM DISCONTINUED OPERATIONS | 109,449 | 109,449 | ||
NET INCOME (LOSS) | $ (1,461,580) | $ 983 | $ (1,656,595) | $ (92,093) |
NET (LOSS) INCOME PER COMMON SHARE - Basic and Diluted: | ||||
Loss from continuing operations | $ (0.48) | $ (0.24) | $ (0.58) | $ (0.45) |
Income from discontinued operations | 0.24 | 0.24 | ||
NET LOSS PER COMMON SHARE | $ (0.48) | $ 0 | $ (0.58) | $ (0.20) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic and diluted | 3,048,563 | 451,639 | 2,858,610 | 451,639 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,656,595) | $ (92,093) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization expense | 0 | 34,880 |
Stock based compensation | 159,415 | $ 0 |
Interest expense | 1,284,130 | |
Gain on derivative liability | (10,766) | |
Loss on debt settlement, net | 167,090 | |
Premium accretion - related parties | 18,909 | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other assets | 97 | $ 453 |
Accounts payable and accrued liabilities | 1,583 | (1,647) |
Accounts payable and accrued liabilities - related parties | (3,118) | 18,454 |
NET CASH USED IN CONTINUING OPERATIONS | $ (39,255) | (39,953) |
Net cash provided by (used in) discontinued operations | (109,449) | |
NET CASH USED IN OPERATING ACTIVITIES | $ (39,255) | $ (149,402) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party advances | 18,000 | |
Proceeds from issuance of related party promissory notes | 19,000 | $ 175,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 37,000 | 175,000 |
NET INCREASE (DECREASE) IN CASH | (2,255) | 25,598 |
CASH, beginning of year | 6,809 | 12,957 |
CASH, end of period | 4,554 | $ 38,555 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | $ 5 | |
Income taxes | ||
Non-cash investing activities: | ||
Issuance of common shares for debt and account payable and accrued liabilities | $ 1,084,869 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Aug. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS OncBioMune Pharmaceuticals, Inc. (formerly Quint Media Inc.) (the Company, we, us or our) was incorporated under the laws of the State of Nevada on March 18, 2005, as PediatRx, Inc. From July 23, 2010 until early fiscal year 2014, the Company engaged in the pharmaceutical business. During the fiscal year ending February 28, 2014, the Company decided to divest itself of the balance of its pharmaceutical assets and engage in the digital media business, which encompasses social discovery aspects of the internet, primarily through an engagement website with mobile and tablet applications. On June 22, 2015 and amended and effective on September 2, 2015, the Company entered into a share exchange agreement (the Exchange Agreement) with OncBioMune, Inc. (ONC) and the shareholders of ONC. Pursuant to the Exchange Agreement, the Company acquired 100% of ONCs issued and outstanding common stock from the ONC shareholders in exchange for the issuance of 47,000,000 shares of the Companys common stock, representing 91.3% of the outstanding common stock, and 1,000,000 shares of the Companys Series A Preferred Stock, representing 100% of the outstanding series A Preferred Stock, (the Exchange), after giving effect to a 1-for-139.2328 reverse stock split (the Reverse Stock Split) which resulted in 3,000,041 common shares outstanding prior to the Exchange. Accordingly, the ONC shareholders became shareholders of the Company and ONC became a subsidiary of the Company. The Exchange has been accounted for as a reverse-merger and recapitalization since the stockholders of ONC obtained voting and management control of the Company. ONC is the acquirer for financial reporting purposes and the Company is acquired company. All share and per share data in the accompanying financial statements have been prospectively restated to reflect the effect of the Reverse Stock Split. ONC was formed under the laws of the State of Louisiana in March 2005 and is a biotechnology company specializing in innovative cancer treatment therapies. ONC has proprietary rights to a breast and prostate patent vaccine, as well as a process for the growth of cancer tumors. ONCs mission is to improve the overall patient condition through innovative bio immunotherapy with proven treatment protocols, to lower deaths associated with cancer and reduce the cost of cancer treatment. ONCs technology is safe, and utilizes clinically research proven methods of treatment to provide optimal success of patient recovery. On August 12, 2015, the Company filed amended and restated Articles of Incorporation with the Nevada Secretary of State which: a. changed the Companys name to OncBioMune Pharmaceuticals, Inc., b. amended the authorized shares of the Company to 520,000,000, of which 500,000,000 shares are common stock, with a par value of $0.0001 per share (Common Stock), and 20,000,000 shares are preferred stock, with a par value of $0.0001 per share (Preferred Stock), and c. effected the Reverse Stock Split, which became effective on August 27, 2015. On August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,000,000 shares of the authorized 20,000,000 Preferred Stock as Series A Preferred Stock (Series A Preferred Stock). Each holder of Series A Preferred Stock shall be entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The 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 as set forth in the Certificate of Designation) for taking any corporate action. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Aug. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation of interim financial statements Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the U.S. GAAP) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the years ended February 28, 2015 and 2014 included in the Companys annual report on Form 10-K. Going concern These unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed financial statements, the Company had a net loss $1,461,580 and a net income of $983 for the three months ended August 31, 2015 and 2014, respectively, and a net loss of $1,656,595 and $92,093 for the six months ended August 31, 2015 and 2014, respectively. The net cash used in operations were $39,255 and $149,402 for the six months ended August 31, 2015 and 2014, respectively. Additionally, the Company had an accumulated deficit, a stockholders deficit and a working capital deficit of $5,404,683, $10,046 and $10,046, respectively, at August 31, 2015, and no revenue for the six months ended August 31, 2015. Effective September 2, 2015, the Company entered into the exchange Agreement which changed the nature of its business and management. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Companys capital resources are not currently adequate to continue operating and maintaining its business strategy for the fiscal year ending February 28, 2016. Use of estimates The preparation of the unaudited condensed financial statements in conformity with generally accepted accounting principles in the United States of America 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 the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the six months ended August 31, 2015 and 2014 include the valuation of deferred tax assets, the valuation of stock-based compensation, the valuation of embedded conversions features and beneficial conversion features on notes payable, the valuation of derivative liabilities, and assumptions used in assessing impairment of long-term assets. Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (ASC) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entitys own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash, short-term notes payable, accounts payable, and accrued liabilities, approximate their fair market value based on the short-term maturity of these instruments. The following table reflects changes for the six months ended August 31, 2015 for all financial assets and liabilities categorized as Level 3 as of August 31, 2015. Liabilities: Balance of derivative liabilities as of February 28, 2015 $ - Initial fair value of derivative liabilities attributable to interest expense 18.909 Gain from change in the fair value of derivative liabilities (10,766 ) Amount reclassified to paid in capital upon conversion (8,143 ) Balance of derivative liabilities as of August 31, 2015 $ - ASC 825-10 Financial Instruments , Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its book value. Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is recognized over the service period of the award. Basic and diluted earnings per share Pursuant to ASC 260-10-45, basic earnings per common share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted income (loss) per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Companys income (loss) subject to anti-dilution limitations. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method). These common stock equivalents may be dilutive in the future . August 31, 2015 February 28, 2015 Total stock warrants 2,694 2,694 Recent accounting pronouncements The Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage. In June 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In August 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Website and Website Development
Website and Website Development Costs | 6 Months Ended |
Aug. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Website and Website Development Costs | NOTE 3 - WEBSITE AND WEBSITE DEVELOPMENT COSTS Websites acquired and website development costs were being amortized on a straight-line method over the estimated useful life of five years. In November 2014, the Company assessed its long-lived assets for any impairment and concluded that there were indicators of impairment as of November 30, 2014 and the Company calculated that the estimated undiscounted cash flows were less than the carrying amount of the intangible asset. Based on the Companys analysis, the Company recognized an impairment loss of $279,040 for the year ended February 28, 2015 which reduced the value of intangible assets acquired to $0. The Company did not record any impairment charge on website and website development costs during the six months ended August 31, 2015 or 2014. For the six months ended August 31, 2015 and 2014, amortization expense related to these costs amounted to $0 and $34,880, respectively. For the three months ended August 31, 2015 and 2014, amortization expense amounted to $0 and $17,440, respectively. |
Short - Term Notes Payable
Short - Term Notes Payable | 6 Months Ended |
Aug. 31, 2015 | |
Debt Disclosure [Abstract] | |
Short-Term Notes Payable | NOTE 4 - SHORT-TERM NOTES PAYABLE On March 10, 2015, the Company entered into a debt settlement agreement (the March 2015 Debt Settlement Agreement) with Leone Group, LLC (Leone), American Capital Ventures, Inc. (ACV), Georgia Georgopoulos, Catherine Cozias and Trels Investments, Ltd. (Trels and collectively with Leone, ACV, Ms. Georgopoulos and Ms. Cozias, the Note Holders). Pursuant to the March 2015 Debt Settlement Agreement, the Company and the Note Holders agreed to settle all of the outstanding debt owed under certain promissory notes and accounts payable, to Leone, ACV, Ms. Georgopoulos, Ms. Cozias and Trels, and the Note Holders agreed to convert their respective portions of the debt into shares of restricted common stock of the Company at $0.418 per share. The Company agreed to issue an aggregate of 2,487,383 shares of common stock in settlement of outstanding short-term notes payable with aggregate principal amounts of $625,000, accrued interest payable of $118,205 and accounts payable related parties of $295,754, as follows: a. 1,021,280 shares to Leone, in settlement of $234,375 in principal and $44,327 of accrued and unpaid interest pursuant to certain promissory notes, and $147,877 of accounts payable by the Company; b. 1,021,280 shares to ACV in settlement of $234,375 in principal and $44,327 of accrued and unpaid interest pursuant to a promissory note, and $147,877 of accounts payable by the Company; c. 152,443 shares to Ms. Georgopoulos, in settlement of $53,548 in principal and $10,127 of accrued and unpaid interest pursuant to a promissory note; d. 152,443 shares to Ms. Cozias, in settlement of $53,548 in principal and $10,127 of accrued and unpaid interest pursuant to a promissory note; and e. 139,937 shares to Trels, in settlement of $49,154 in principal and $9,297 of accrued and unpaid interest pursuant to a promissory note. Pursuant to the terms of the March 2015 Debt Settlement Agreement, at any time before the Companys entrance into a definitive agreement for the effectuation of a merger or acquisition that results in a change of control of the Company, the Note Holders shall have a first right of refusal, subject to the terms of the March 2015 Debt Settlement Agreement, to participate in any future financing sought by the Company, on a pro rata basis, with the maximum funding amount of each future financing for each respective party being in proportion to that respective partys total ownership percentage of the Company at that time, which shall only be triggered after a total of $50,000 in the aggregate in funding is obtained by the Company subsequent to the effective date of the March 2015 Debt Settlement Agreement. If the Company, at any time before the Companys entrance into a definitive agreement for the effectuation of a merger or acquisition that results in a change of control of the Company, issues common stock at a price per share below $0.418 (the Settlement Price), or issues a security convertible at a conversion price per share below the Settlement Price, taking into account any applicable adjustments for a consolidation, recapitalization or reorganization of the Company (the Lower Issuance Price), the Note Holders shall have the right to receive additional shares of the Companys common stock, without additional payment, such that the effective Settlement Price pursuant to the March 2015 Debt Settlement Agreement would be equal to the Lower Issuance Price. In connection with this debt settlement, for the three and six months ended August 31, 2015, the Company recorded debt settlement expense of $0 and $173,160, respectively. Additionally, remaining liabilities of $6,070 due to the Companys former CEO and a Company controlled by him was forgiven by him in March 2015. Accrued interest on promissory notes payable totaled $0 and $117,007 at August 31, 2015 and February 28, 2015, respectively, and is included in accounts payable and accrued liabilities on the accompanying balance sheets. At August 31, 2015 and February 28, 2015, short-term notes payables consisted of the following: August 31, 2015 February 28, 2015 Unsecured promissory note dated June 15, 2009, originally bearing interest at 5% per annum on the principal balance of $50,000, was originally due on June 15, 2011. Effective May 18, 2011 this promissory note was amended and the maturity date of the note was extended until February 28, 2013. The promissory note became past due on February 28, 2013 and the principal amount or such portion thereof as shall remain outstanding from time to time accrued simple interest, calculated monthly in arrears, at a rate of 12% per annum commencing on the date of the promissory note and payable at maturity. Effective September 1, 2013, this promissory note was again amended whereby the maturity date of the note was extended until June 30, 2014 and the interest rate was reduced to 7%. On March 10, 2015, this note and all accrued interest were settled by the issuance the Companys common stock. $ - $ 50,000 Unsecured promissory note dated May 6, 2011, originally bearing interest at 5% per annum on the principal balance of $250,000, was originally due on February 28, 2013. The promissory note became past due on February 28, 2013 and the principal amount or such portion thereof as shall remain outstanding from time to time accrued simple interest, calculated monthly in arrears, at a rate of 12% per annum commencing on the date of the promissory note and payable at maturity. Effective September 1, 2013, this promissory note was again amended whereby the maturity date of the note was extended until June 30, 2014 and the interest rate was reduced to 7%. On March 10, 2015, this note and all accrued interest were settled by the issuance the Companys common stock. - 250,000 Unsecured promissory note dated September 24, 2013, bearing interest at 7% per annum on the principal balance of $100,000 and due on June 30, 2014. On March 10, 2015, this note and all accrued interest were settled by the issuance the Companys common stock. - 100,000 Unsecured promissory note dated February 13, 2014, bearing interest at 7% per annum on the principal balance of $50,000 and due on February 13, 2015. On March 10, 2015, this note and all accrued interest were settled by the issuance the Companys common stock. - 50,000 Unsecured promissory note dated March 31, 2014, bearing interest at 7% per annum on the principal balance of $75,000 and due on March 31, 2015. On March 10, 2015, this note and all accrued interest were settled by the issuance the Companys common stock. - 75,000 Unsecured promissory note dated July 15, 2014, bearing interest at 7% per annum on the principal balance of $100,000 and due on March 31, 2015. On March 10, 2015, this note and all accrued interest were settled by the issuance the Companys common stock. - 100,000 Total short-term notes payable $ - $ 625,000 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Aug. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | NOTE 5 RELATED-PARTY TRANSACTIONS Consulting agreements On May 29, 2013, the Company entered into a consulting agreement with Flawsome, whereby Flawsome agreed to provide certain services, including general management, product management, requirements engineering, quality management, project management, design creation, development team lead, deployment management, content management, reporting services, web development, mobile development, basic content creation, server hosting and monitoring and update services. The agreement expired December 31, 2013, but is continuing on a month-to-month basis. During the six months ended August 31, 2015 and 2014, respectively, the Company did not capitalize any web development costs contracted through Flawsome related to the Exley.com website and did not expense any website management expenses. As of August 31, 2015 and February 28, 2015, the Company owed $0 and $182,900 to Flawsome, respectively. The Company owed $0 and $15,000 for consulting services to a director as of August 31, 2015 and February 28, 2015, respectively. The Company owed $0 and $75,123 to a company whose shareholder is a director of the Company as of August 31, 2015 and February 28, 2015, respectively. Additionally, the Company owed $0 and $31,920 to an officer for expenses paid on behalf of the Company as of August 31, 2015 and February 28, 2015, respectively. The payables do not bear interest. Convertible notes payable related parties On April 27, 2015 and June 10, 2015, the Company issued several promissory notes to related party beneficial shareholders, ACV and Leone, in the aggregate amount of $19,000 ($9,500 each). The promissory notes were payable in full at maturity on September 10, 2015, and the principal amounts or such portion thereof as shall remain outstanding from time to time, accrued simple interest, calculated monthly, at a rate of 8% per annum commencing on the date of the promissory notes. The holders of the Notes had an option to convert all or any portion of the accrued interest and unpaid principal balance of the Notes into the common stock of the Company or its successors, at 70% of the lowest bid price of the common stock for any of the ten previous trading days of conversion date. Pursuant to the terms of the notes, the number of shares to be issued was not fixed and dependant upon the trading price of the shares on the conversion date. Under certain circumstances the number of shares needed to be issued to settle the notes could have pushed the total number of issued and outstanding shares beyond the authorized number of shares. Accordingly, under the provisions of FASB ASC Topic No. 815-40, Derivatives and Hedging Contracts in an Entitys Own Stock, the convertible instruments were accounted for as a derivative liability at the date of issuance and adjusted to fair value through earnings at issuance and conversion dates. The Company recorded a gain on derivatives for $10,766 and $10,766 for the three months and six months ended August 31, 2015, respectively, and an interest expense of $14,623 and $18,909 for the same periods. On June 17, 2015, the Company entered into a debt settlement agreement (the June 2015 Debt Settlement Agreement) with Leone and ACV (together, the Holders). Pursuant to the June 2015 Debt Settlement Agreement, the Company and the Holders agreed to settle all of the outstanding debt owed under certain promissory notes to the Holders, and the Holders agreed to convert their respective portions of the debt and accrued interest into an aggregate of 45,802 shares of restricted common stock of the Company at a conversion price of $0.418 per share in settlement of $19,132 of debt owed by the Company, as follows: a. 22,901 of common shares to Leone, in settlement of an aggregate of $9,500 in principal and approximately $66 of accrued and unpaid interest pursuant to two promissory notes; and b. 22,901 of common shares to ACV, in settlement of an aggregate of $9,500 in principal and approximately $66 of accrued and unpaid interest pursuant to two promissory notes. On the date of conversion, the derivative liability of $8,143 was reclassified to additional paid-in capital. Advances payable related parties On March 10, 2015, ACV and Leone advanced an aggregate of $10,000 ($5,000 each) to the Company for working capital purposes. The advances are non-interest bearing and are payable on demand. In July and August 2015, ACV and Leone advanced an aggregate of $8,000 ($4,000 each) to the Company for working capital purposes. The advances are non-interest bearing and are payable on demand. On July 31, 2015, the Company issued an aggregate of 9,578 shares (4,789 shares each) of the Companys common stock in order to satisfy $4,000 ($2,000 each) of such advances at a conversion price of $0.418 per share which was below the fair value of the common stock of $1.1142. Accordingly, on the date of conversion, the Company recorded interest expense of $6,667 related to the beneficial conversion of these advances. On August 27, 2015, the Company issued an aggregate of 1,333,332 shares (666,666 shares each) of the Companys common stock in order to satisfy $4,000 ($2,000 each) of such advances at a conversion price of $0.003 per share which was below the fair value of the common stock of $0.961. Accordingly, on the date of conversion, the Company recorded interest expense of $1,277,332 related to the beneficial conversion of these advances. At August 31, 2015, remaining advances payable related parties amounted to $10,000 ($5,000 each). |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Aug. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 6 - STOCKHOLDERS EQUITY Series A Preferred Stock On August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,000,000 shares of the authorized 20,000,000 Preferred Stock as Series A Preferred Stock. Each holder of Series A Preferred Stock shall be entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The 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 as set forth herein) for taking any corporate action. Common stock issued for debt conversion and interest On March 10, 2015, the Company entered into the March 2015 Debt Settlement Agreement with the Note Holders pursuant to which the Company and the Note Holders agreed to settle all of the outstanding debt owed under certain promissory notes and accounts payable by the issuance of an aggregate of 2,487,383 shares of common stock at $0.418 per share in full settlement of outstanding short-term notes payable with aggregate principal amounts of $625,000, accrued interest payable of $118,205 and accounts payable related parties of $295,754 (See Note 4). On June 17, 2015, the Company entered into the June 2015 Debt Settlement Agreement with the Holders. Pursuant to the June 2015 Debt Settlement Agreement, the Company and the Holders agreed to settle all of the outstanding debt owed under certain promissory notes to the Holders, and the Holders agreed to convert their respective portions of the debt and accrued interest into an aggregate of 45,802 shares of restricted common stock of the Company at a conversion price of $0.418 per share in settlement of $19,132 of debt and accrued interest owed by the Company. On the date of conversion, the derivative liability of $8,143 was reclassified to additional paid-in capital (See Note 5). On July 31, 2015, the Company issued an aggregate of 9,578 shares (4,789 shares each) of the Companys common stock in order to satisfy $4,000 ($2,000 each) of advances at a conversion price of $0.418 per share which was below the fair value of the common stock of $1.1142. Accordingly, on the date of conversion, the Company recorded interest expense of $6,667 related to the beneficial conversion of these advances (see Note 5). On August 27, 2015, the Company issued an aggregate of 1,333,332 shares (666,666 shares each) of the Companys common stock in order to satisfy $4,000 ($2,000 each) of advances at a conversion price of $0.003 per share which was below the fair value of the common stock of $0.961. Accordingly, on the date of conversion, the Company recorded interest expense of $1,277,332 related to the beneficial conversion of these advances (See Note 5). Common shares issued for services On June 17, 2015, the Company issued to Constantin Dietrich, the Companys former President and Chief Executive Officer, 4,489 shares of the Companys common stock in exchange for services rendered by Mr. Dietrich to the Company in his capacity as President and Chief Executive Officer. The fair value of these shares issuance were determined using the trading price of the Companys common stock on the grant date and amounted to $4,375 or $0.9746 per common share and recorded compensation expense of $4,375. On July 31, 2015, the Company issued to Constantin Dietrich, the Companys former President and Chief Executive Officer, 1,150 shares of the Companys common stock in exchange for services rendered by Mr. Dietrich to the Company in his capacity as President and Chief Executive Officer. The fair value of these shares issuance were determined using the trading price of the Companys common stock on the grant date and amounted to $1,280 or $1.114 per common share and recorded compensation expense of $1,280. On August 27, 2015, the Company issued to Constantin Dietrich, the Companys former President and Chief Executive Officer, 159,999 shares of the Companys common stock in exchange for services rendered by Mr. Dietrich to the Company in his capacity as President and Chief Executive Officer. The fair value of these shares issuance were determined using the trading price of the Companys common stock on the grant date and amounted to $153,759 or $0.961 per common share and recorded compensation expense of $153,759. For the three months ended August 31, 2015, and 2014, stock based compensation expense of the Company was $159,414 and $0, respectively. For the six months ended August 31, 2015, and 2014, the stock based compensation expense of the company was $159,414 and $0, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Aug. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7 - SUBSEQUENT EVENTS Share Exchange Agreement Effective as of September 2, 2015, the Company entered into Amendment #1 (the Amendment) to the Exchange Agreement dated June 22, 2015 among the Company, ONC and the shareholders of ONC. In addition, on September 2, 2015, the Exchange and the other transactions contemplated by the Exchange Agreement, as amended, closed. Pursuant to the Amendment, all references to 3,000,000 in the Exchange Agreement were replaced with 4,493,372 and all references to 50,000,000 in the Exchange Agreement were replaced with 51,493,372. As a result of the Exchange Agreement, as amended, the Company acquired 100% of the issued and outstanding common shares of ONC from the ONC shareholders in exchange for the issuance of one share of the Companys common stock and 0.02128 of the Companys Series A preferred stock for each share of ONCs common stock, after giving effect to the Reverse Stock Split. On September 2, 2015, there were 4,493,372 shares of the Common Stock for the Company issued and outstanding immediately prior to the exchange. Effective as of closing on September 2, 2015, the Company issued an aggregate of 47,000,000 shares of its common stock (representing approximately 91.3% of its outstanding common stock) and 1,000,000 shares of its Series A preferred stock (representing 100% of our outstanding Series A preferred shares) in exchange for 100% of the issued and outstanding common shares of ONC. As a result, the ONC stockholders became stockholders of the Company and ONC became a subsidiary of the Company. The Exchange shall be accounted for as a reverse-merger and recapitalization since the stockholders of ONC obtained voting and management control of the Company. ONC is the acquirer for financial reporting purposes and the Company is acquired company. Consequently, the assets and liabilities and the operations prior to the Exchange are those of ONC and shall be recorded at the historical cost basis of ONC, and the consolidated financial statements after completion of the Exchange shall include the assets and liabilities of both ONC and the Company and the Companys consolidated operations from the closing date of the Exchange. All share and per share information shall be retroactively restated to reflect the recapitalizations. ONC was formed under the laws of the State of Louisiana in March 2005 and is a biotechnology company specializing in innovative cancer treatment therapies. ONC has proprietary rights to a breast and prostate patent vaccine, as well as a process for the growth of cancer tumors. ONCs mission is to improve the overall patient condition through innovative bio immunotherapy with proven treatment protocols, to lower deaths associated with cancer and reduce the cost of cancer treatment. ONCs technology is safe, and utilizes clinically research proven methods of treatment to provide optimal success of patient recovery. Common Shares Issued for Cash In September and October 2015, the Company issued 1,348,340 shares for cash of $402,700. |
Basis of Presentation and Sum13
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Aug. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation of Interim Financial Statements | Basis of presentation of interim financial statements Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the U.S. GAAP) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements These unaudited condensed financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the years ended February 28, 2015 and 2014 included in the Companys annual report on Form 10-K. |
Going Concern | Going concern These unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed financial statements, the Company had a net loss $1,461,580 and a net income of $983 for the three months ended August 31, 2015 and 2014, respectively, and a net loss of $1,656,595 and $92,093 for the six months ended August 31, 2015 and 2014, respectively. The net cash used in operations were $39,255 and $149,402 for the six months ended August 31, 2015 and 2014, respectively. Additionally, the Company had an accumulated deficit, a stockholders deficit and a working capital deficit of $5,404,683, $10,046 and $10,046, respectively, at August 31, 2015, and no revenue for the six months ended August 31, 2015. Effective September 2, 2015, the Company entered into the exchange Agreement which changed the nature of its business and management. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Companys capital resources are not currently adequate to continue operating and maintaining its business strategy for the fiscal year ending February 28, 2016. |
Use of Estimates | Use of estimates The preparation of the unaudited condensed financial statements in conformity with generally accepted accounting principles in the United States of America 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 the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the six months ended August 31, 2015 and 2014 include the valuation of deferred tax assets, the valuation of stock-based compensation, the valuation of embedded conversions features and beneficial conversion features on notes payable, the valuation of derivative liabilities, and assumptions used in assessing impairment of long-term assets. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair value of financial instruments and fair value measurements The Company adopted the guidance of Accounting Standards Codification (ASC) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entitys own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash, short-term notes payable, accounts payable, and accrued liabilities, approximate their fair market value based on the short-term maturity of these instruments. The following table reflects changes for the six months ended August 31, 2015 for all financial assets and liabilities categorized as Level 3 as of August 31, 2015. Liabilities: Balance of derivative liabilities as of February 28, 2015 $ - Initial fair value of derivative liabilities attributable to interest expense 18.909 Gain from change in the fair value of derivative liabilities (10,766 ) Amount reclassified to paid in capital upon conversion (8,143 ) Balance of derivative liabilities as of August 31, 2015 $ - ASC 825-10 Financial Instruments , |
Impairment of Long-lived Assets | Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its book value. |
Stock-Based Compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is recognized over the service period of the award. |
Basic and Diluted Earnings Per Share | Basic and diluted earnings per share Pursuant to ASC 260-10-45, basic earnings per common share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted income (loss) per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in the Companys income (loss) subject to anti-dilution limitations. Potentially dilutive common shares consist of common stock issuable for stock warrants (using the treasury stock method). These common stock equivalents may be dilutive in the future . August 31, 2015 February 28, 2015 Total stock warrants 2,694 2,694 |
Recent Accounting Pronouncements | Recent accounting pronouncements The Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage. In June 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In August 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Basis of Presentation and Sum14
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Aug. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Financial Assets and Liabilities Categorized as Level 3 | The following table reflects changes for the six months ended August 31, 2015 for all financial assets and liabilities categorized as Level 3 as of August 31, 2015. Liabilities: Balance of derivative liabilities as of February 28, 2015 $ - Initial fair value of derivative liabilities attributable to interest expense 18.909 Gain from change in the fair value of derivative liabilities (10,766 ) Amount reclassified to paid in capital upon conversion (8,143 ) Balance of derivative liabilities as of August 31, 2015 $ - |
Schedule of Anti-Dilutive Shares Outstanding | All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Companys net losses and consisted of the following: August 31, 2015 February 28, 2015 Total stock warrants 2,694 2,694 |
Short - Term Notes Payable (Tab
Short - Term Notes Payable (Tables) | 6 Months Ended |
Aug. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Short Term Notes Payable | At August 31, 2015 and February 28, 2015, short-term notes payables consisted of the following: August 31, 2015 February 28, 2015 Unsecured promissory note dated June 15, 2009, originally bearing interest at 5% per annum on the principal balance of $50,000, was originally due on June 15, 2011. Effective May 18, 2011 this promissory note was amended and the maturity date of the note was extended until February 28, 2013. The promissory note became past due on February 28, 2013 and the principal amount or such portion thereof as shall remain outstanding from time to time accrued simple interest, calculated monthly in arrears, at a rate of 12% per annum commencing on the date of the promissory note and payable at maturity. Effective September 1, 2013, this promissory note was again amended whereby the maturity date of the note was extended until June 30, 2014 and the interest rate was reduced to 7%. On March 10, 2015, this note and all accrued interest were settled by the issuance the Companys common stock. $ - $ 50,000 Unsecured promissory note dated May 6, 2011, originally bearing interest at 5% per annum on the principal balance of $250,000, was originally due on February 28, 2013. The promissory note became past due on February 28, 2013 and the principal amount or such portion thereof as shall remain outstanding from time to time accrued simple interest, calculated monthly in arrears, at a rate of 12% per annum commencing on the date of the promissory note and payable at maturity. Effective September 1, 2013, this promissory note was again amended whereby the maturity date of the note was extended until June 30, 2014 and the interest rate was reduced to 7%. On March 10, 2015, this note and all accrued interest were settled by the issuance the Companys common stock. - 250,000 Unsecured promissory note dated September 24, 2013, bearing interest at 7% per annum on the principal balance of $100,000 and due on June 30, 2014. On March 10, 2015, this note and all accrued interest were settled by the issuance the Companys common stock. - 100,000 Unsecured promissory note dated February 13, 2014, bearing interest at 7% per annum on the principal balance of $50,000 and due on February 13, 2015. On March 10, 2015, this note and all accrued interest were settled by the issuance the Companys common stock. - 50,000 Unsecured promissory note dated March 31, 2014, bearing interest at 7% per annum on the principal balance of $75,000 and due on March 31, 2015. On March 10, 2015, this note and all accrued interest were settled by the issuance the Companys common stock. - 75,000 Unsecured promissory note dated July 15, 2014, bearing interest at 7% per annum on the principal balance of $100,000 and due on March 31, 2015. On March 10, 2015, this note and all accrued interest were settled by the issuance the Companys common stock. - 100,000 Total short-term notes payable $ - $ 625,000 |
Organization and Nature of Op16
Organization and Nature of Operations (Details Narrative) - $ / shares | Aug. 20, 2015 | Jun. 22, 2015 | Aug. 31, 2015 | Aug. 12, 2015 | Feb. 28, 2015 |
Capital stock, shares authorized | 520,000,000 | ||||
Common stock, shares authorized | 500,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Series A Preferred Stock [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized | 20,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock shares designating | 1,000,000 | ||||
Stock holder voting rights | Each holder of Series A Preferred Stock shall be entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The 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 as set forth in the Certificate of Designation) for taking any corporate action. | ||||
ONC Shareholders [Member] | Series A Preferred Stock [Member] | |||||
Number of stock exchange for shares | 1,000,000 | ||||
Percentage of outstanding preferred stock | 100.00% | ||||
Share Exchange Agreement [Member] | ONC Shareholders [Member] | |||||
Percentage of acquired of common stock shares issued and outstanding | 100.00% | ||||
Number of stock exchange for shares | 47,000,000 | ||||
Percentage of outstanding common stock | 91.30% | ||||
Reverse stock split | 1-for-139.2328 reverse stock split | ||||
Number of share reduction of issued and outstanding share of prior to closing shares | 3,000,041 |
Basis of Presentation and Sum17
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | Feb. 28, 2015 | |
Accounting Policies [Abstract] | |||||
Net income (loss) during period | $ (1,461,580) | $ 983 | $ (1,656,595) | $ (92,093) | |
Net cash used in operations | 39,255 | $ 149,402 | |||
Accumulated deficit | 5,404,683 | 5,404,683 | $ 3,748,088 | ||
Stockholders' deficit | 10,046 | 10,046 | $ 1,044,259 | ||
Working capital deficit | $ 10,046 | $ 10,046 |
Basis of Presentation and Sum18
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Financial Assets and Liabilities Categorized as Level 3 (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | |
Accounting Policies [Abstract] | ||||
Balance of derivative liabilities as of February 28, 2015 | ||||
Initial fair value of derivative liabilities attributable to interest expense | $ 18,909 | |||
Gain from change in the fair value of derivative liabilities | $ (10,766) | (10,766) | ||
Amount reclassified to paid - in capital upon conversion | $ (8,143) | |||
Balance of derivative liabilities as of August 31, 2015 |
Basis of Presentation and Sum19
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Anti-Dilutive Shares Outstanding (Details) - shares | 6 Months Ended | 12 Months Ended |
Aug. 31, 2015 | Feb. 28, 2015 | |
Accounting Policies [Abstract] | ||
Total stock warrants | 2,694 | 2,694 |
Website and Website Developme20
Website and Website Development Costs (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | Feb. 28, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Website development estimated useful life | 5 years | ||||
Impairment loss | $ 279,040 | ||||
Intangible assets acquired | $ 0 | ||||
Impairment charge on website and website development costs | |||||
Amortization expense | $ 0 | $ 17,440 | $ 0 | $ 34,880 |
Short - Term Notes Payable (Det
Short - Term Notes Payable (Details Narrative) - USD ($) | Mar. 10, 2015 | Aug. 31, 2015 | Aug. 31, 2015 | Mar. 31, 2015 | Feb. 28, 2015 |
Accounts payable - related parties | $ 304,943 | ||||
Accrued interest on promissory notes payable | $ 0 | $ 0 | $ 117,007 | ||
Former CEO [Member] | |||||
Remaining amount of related party liabilities | 6,070 | ||||
March 2015 Debt Settlement Agreement [Member] | |||||
Debt into shares of restricted common stock price per share | $ 0.418 | ||||
Issuance of common stock for settlement of debt, shares | 2,487,383 | ||||
Issuance of common stock for settlement of principal debt amount | $ 625,000 | ||||
Accrued and unpaid interest | 118,205 | ||||
Accounts payable - related parties | $ 295,754 | ||||
Debt Settlement Agreement [Member] | |||||
Debt into shares of restricted common stock price per share | $ 0.418 | ||||
Aggregate in funding amount | $ 50,000 | ||||
Debt settlement expense | $ 0 | $ 173,160 | |||
Debt Settlement Agreement [Member] | Leone Group, LLC [Member] | |||||
Issuance of common stock for settlement of debt, shares | 1,021,280 | ||||
Issuance of common stock for settlement of principal debt amount | $ 234,375 | ||||
Accrued and unpaid interest | 44,327 | ||||
Accounts payable - related parties | $ 147,877 | ||||
Debt Settlement Agreement [Member] | American Capital Ventures, Inc. [Member] | |||||
Issuance of common stock for settlement of debt, shares | 1,021,280 | ||||
Issuance of common stock for settlement of principal debt amount | $ 234,375 | ||||
Accrued and unpaid interest | 44,327 | ||||
Accounts payable - related parties | $ 147,877 | ||||
Debt Settlement Agreement [Member] | Ms. Georgopoulos [Member] | |||||
Issuance of common stock for settlement of debt, shares | 152,443 | ||||
Issuance of common stock for settlement of principal debt amount | $ 53,548 | ||||
Accrued and unpaid interest | $ 10,127 | ||||
Debt Settlement Agreement [Member] | Ms. Cozias [Member] | |||||
Issuance of common stock for settlement of debt, shares | 152,443 | ||||
Issuance of common stock for settlement of principal debt amount | $ 53,548 | ||||
Accrued and unpaid interest | $ 10,127 | ||||
Debt Settlement Agreement [Member] | Trels Investments, Ltd. [Member] | |||||
Issuance of common stock for settlement of debt, shares | 139,937 | ||||
Issuance of common stock for settlement of principal debt amount | $ 49,154 | ||||
Accrued and unpaid interest | $ 9,297 |
Short - Term Notes Payable - Sc
Short - Term Notes Payable - Schedule of Short Term Notes Payable (Details) - USD ($) | Aug. 31, 2015 | Feb. 28, 2015 |
Total Short-term Notes Payable | $ 625,000 | |
Unsecured Promissory Note [Member] | ||
Total Short-term Notes Payable | 50,000 | |
Unsecured Promissory Note One [Member] | ||
Total Short-term Notes Payable | 250,000 | |
Unsecured Promissory Note Two [Member] | ||
Total Short-term Notes Payable | 100,000 | |
Unsecured Promissory Note Three [Member] | ||
Total Short-term Notes Payable | 50,000 | |
Unsecured Promissory Note Four [Member] | ||
Total Short-term Notes Payable | 75,000 | |
Unsecured Promissory Note Five [Member] | ||
Total Short-term Notes Payable | $ 100,000 |
Short - Term Notes Payable - 23
Short - Term Notes Payable - Schedule of Short Term Notes Payable (Details) (Parenthetical) - USD ($) | Jul. 15, 2014 | Mar. 31, 2014 | Feb. 13, 2014 | Sep. 24, 2013 | Sep. 01, 2013 | May. 18, 2011 | May. 06, 2011 | Jun. 15, 2009 |
Unsecured Promissory Note [Member] | ||||||||
Promissory note payable interest rate | 7.00% | 5.00% | ||||||
Debt principal balance | $ 50,000 | |||||||
Unsecured Promissory note payable maturity date | Jun. 15, 2011 | |||||||
Unsecured promissory note payable extended maturity date | Jun. 30, 2014 | Feb. 28, 2013 | ||||||
Promissory note payable arrears interest rate | 12.00% | |||||||
Unsecured Promissory Note One [Member] | ||||||||
Promissory note payable interest rate | 7.00% | 5.00% | ||||||
Debt principal balance | $ 250,000 | |||||||
Unsecured Promissory note payable maturity date | Feb. 28, 2013 | |||||||
Unsecured promissory note payable extended maturity date | Jun. 30, 2014 | |||||||
Promissory note payable arrears interest rate | 12.00% | |||||||
Unsecured Promissory Note Two [Member] | ||||||||
Promissory note payable interest rate | 7.00% | |||||||
Debt principal balance | $ 100,000 | |||||||
Unsecured Promissory note payable maturity date | Jun. 30, 2014 | |||||||
Unsecured Promissory Note Three [Member] | ||||||||
Promissory note payable interest rate | 7.00% | |||||||
Debt principal balance | $ 50,000 | |||||||
Unsecured Promissory note payable maturity date | Feb. 13, 2015 | |||||||
Unsecured Promissory Note Four [Member] | ||||||||
Promissory note payable interest rate | 7.00% | |||||||
Debt principal balance | $ 75,000 | |||||||
Unsecured Promissory note payable maturity date | Mar. 31, 2015 | |||||||
Unsecured Promissory Note Five [Member] | ||||||||
Promissory note payable interest rate | 7.00% | |||||||
Debt principal balance | $ 100,000 | |||||||
Unsecured Promissory note payable maturity date | Mar. 31, 2015 |
Related - Party Transactions (D
Related - Party Transactions (Details Narrative) - USD ($) | Aug. 27, 2015 | Jul. 31, 2015 | Jun. 17, 2015 | Mar. 10, 2015 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | Mar. 31, 2015 | Feb. 28, 2015 |
Consulting agreement expired | Dec. 31, 2013 | |||||||||
Web development costs | ||||||||||
Due to Related Parties, Current | $ 10,000 | $ 10,000 | ||||||||
Percentage of debt conversion lowest bid price of common stock | 70.00% | |||||||||
Gain on derivatives | 10,766 | $ 10,766 | ||||||||
Interest expense related party | 14,623 | $ 18,909 | ||||||||
Debt and accrued interest converted into shares of restricted common stock, share | 1,084,869 | |||||||||
Debt and accrued interest converted into shares of restricted common stock | $ 1,084,869 | |||||||||
Amount reclassified to paid -in capital upon conversion | 8,143 | |||||||||
Debt Settlement Agreement [Member] | ||||||||||
Debt into shares of restricted common stock price per share | $ 0.418 | |||||||||
American Capital Ventures, Inc and Leone Group LLC [Member] | ||||||||||
Due to Related Parties, Current | $ 10,000 | |||||||||
Interest expense related party | $ 1,277,332 | $ 6,667 | ||||||||
Debt and accrued interest converted into shares of restricted common stock, share | 1,333,332 | 9,578 | ||||||||
Debt into shares of restricted common stock price per share | $ 0.003 | $ 0.418 | ||||||||
Debt and accrued interest converted into shares of restricted common stock | $ 4,000 | $ 4,000 | ||||||||
Fair value of common stock price per share | $ 0.961 | $ 1.1142 | ||||||||
Advance payablte to related parties | 10,000 | 10,000 | ||||||||
Leone Group, LLC [Member] | ||||||||||
Due to Related Parties, Current | 5,000 | |||||||||
Debt and accrued interest converted into shares of restricted common stock, share | 666,666 | 4,789 | ||||||||
Debt and accrued interest converted into shares of restricted common stock | $ 2,000 | $ 2,000 | ||||||||
Advance payablte to related parties | 5,000 | 5,000 | ||||||||
Leone Group, LLC [Member] | Debt Settlement Agreement [Member] | ||||||||||
Debt and accrued interest converted into shares of restricted common stock, share | 22,901 | |||||||||
Debt and accrued interest converted into shares of restricted common stock | $ 9,500 | |||||||||
Accrued and unpaid interest | $ 66 | |||||||||
American Capital Ventures, Inc. [Member] | ||||||||||
Due to Related Parties, Current | 5,000 | |||||||||
Debt and accrued interest converted into shares of restricted common stock, share | 666,666 | 4,789 | ||||||||
Debt and accrued interest converted into shares of restricted common stock | $ 2,000 | $ 2,000 | ||||||||
Advance payablte to related parties | 5,000 | 5,000 | ||||||||
American Capital Ventures, Inc. [Member] | Debt Settlement Agreement [Member] | ||||||||||
Debt and accrued interest converted into shares of restricted common stock, share | 22,901 | |||||||||
Debt and accrued interest converted into shares of restricted common stock | $ 9,500 | |||||||||
Accrued and unpaid interest | $ 66 | |||||||||
April 27, 2015 and June 10, 2015 [Member] | American Capital Ventures, Inc and Leone Group LLC [Member] | ||||||||||
Promissory notes | $ 19,000 | $ 19,000 | ||||||||
Percentage of debt insturment interest rate | 8.00% | 8.00% | ||||||||
April 27, 2015 and June 10, 2015 [Member] | Leone Group, LLC [Member] | ||||||||||
Promissory notes | $ 9,500 | $ 9,500 | ||||||||
Percentage of debt insturment interest rate | 8.00% | 8.00% | ||||||||
Debt maturity date | Sep. 10, 2015 | |||||||||
April 27, 2015 and June 10, 2015 [Member] | American Capital Ventures, Inc. [Member] | ||||||||||
Promissory notes | $ 9,500 | $ 9,500 | ||||||||
Percentage of debt insturment interest rate | 8.00% | 8.00% | ||||||||
Debt maturity date | Sep. 10, 2015 | |||||||||
Flawsome [Member] | ||||||||||
Due to Related Parties, Current | $ 0 | $ 0 | $ 182,900 | |||||||
Director [Member] | ||||||||||
Due to Related Parties, Current | 0 | 0 | 75,123 | |||||||
Director [Member] | Consulting Services [Member] | ||||||||||
Due to Related Parties, Current | 0 | 0 | 15,000 | |||||||
Officer [Member] | ||||||||||
Due to Related Parties, Current | 0 | 0 | $ 31,290 | |||||||
American Capital Ventures, Inc and Leone Group LLC [Member] | Debt Settlement Agreement [Member] | ||||||||||
Debt and accrued interest converted into shares of restricted common stock, share | 45,802 | |||||||||
Debt into shares of restricted common stock price per share | $ 0.418 | |||||||||
Debt and accrued interest converted into shares of restricted common stock | $ 19,132 | |||||||||
American Capital Ventures, Inc and Leone Group LLC [Member] | July and August 2015 [Member] | ||||||||||
Due to Related Parties, Current | 8,000 | 8,000 | ||||||||
American Capital Ventures, Inc. [Member] | Debt Settlement Agreement [Member] | ||||||||||
Accrued and unpaid interest | 44,327 | |||||||||
American Capital Ventures, Inc. [Member] | July and August 2015 [Member] | ||||||||||
Due to Related Parties, Current | 4,000 | 4,000 | ||||||||
Leone Group, LLC [Member] | Debt Settlement Agreement [Member] | ||||||||||
Accrued and unpaid interest | $ 44,327 | |||||||||
Leone Group, LLC [Member] | July and August 2015 [Member] | ||||||||||
Due to Related Parties, Current | $ 4,000 | $ 4,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Aug. 27, 2015 | Aug. 20, 2015 | Jul. 31, 2015 | Jun. 17, 2015 | Mar. 10, 2015 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | Aug. 12, 2015 | Feb. 28, 2015 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Accounts payable - related parties | $ 304,943 | ||||||||||
Debt and accrued interest converted into shares of restricted common stock, share | 1,084,869 | ||||||||||
Debt and accrued interest converted into shares of restricted common stock | $ 1,084,869 | ||||||||||
Amount reclassified to paid -in capital upon conversion | 8,143 | ||||||||||
Stock based compensation expense | $ 159,414 | $ 0 | $ 159,414 | $ 0 | |||||||
American Capital Ventures, Inc and Leone Group LLC [Member] | |||||||||||
Debt into shares of restricted common stock price per share | $ 0.003 | $ 0.418 | |||||||||
Debt and accrued interest converted into shares of restricted common stock, share | 1,333,332 | 9,578 | |||||||||
Debt and accrued interest converted into shares of restricted common stock | $ 4,000 | $ 4,000 | |||||||||
Fair value of common stock price per share | $ 0.961 | $ 1.1142 | |||||||||
Interest expense debt | $ 1,277,332 | $ 6,667 | |||||||||
American Capital Ventures, Inc. [Member] | |||||||||||
Debt and accrued interest converted into shares of restricted common stock, share | 666,666 | 4,789 | |||||||||
Debt and accrued interest converted into shares of restricted common stock | $ 2,000 | $ 2,000 | |||||||||
Leone Group, LLC [Member] | |||||||||||
Debt and accrued interest converted into shares of restricted common stock, share | 666,666 | 4,789 | |||||||||
Debt and accrued interest converted into shares of restricted common stock | $ 2,000 | $ 2,000 | |||||||||
Mr. Dietrich [Member] | |||||||||||
Fair value of common stock price per share | $ 0.961 | $ 1.114 | $ 0.9746 | ||||||||
Stock issued during period for services, shares | 159,999 | 1,150 | 4,489 | ||||||||
Stock issued during period for services | $ 153,759 | $ 1,280 | $ 4,375 | ||||||||
Stock based compensation expense | $ 153,759 | $ 1,280 | $ 4,375 | ||||||||
March 2015 Debt Settlement Agreement [Member] | |||||||||||
Issuance of common stock for settlement of debt, shares | 2,487,383 | ||||||||||
Debt into shares of restricted common stock price per share | $ 0.418 | ||||||||||
Issuance of common stock for settlement of principal debt amount | $ 625,000 | ||||||||||
Accrued and unpaid interest | 118,205 | ||||||||||
Accounts payable - related parties | $ 295,754 | ||||||||||
June 2015 Debt Settlement Agreement [Member] | |||||||||||
Debt into shares of restricted common stock price per share | $ 0.418 | ||||||||||
Debt and accrued interest converted into shares of restricted common stock, share | 45,802 | ||||||||||
Debt and accrued interest converted into shares of restricted common stock | $ 19,132 | ||||||||||
Amount reclassified to paid -in capital upon conversion | $ 8,143 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Preferred stock, shares authorized | 20,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Preferred stock shares designating | 1,000,000 | ||||||||||
Stock holder voting rights | Each holder of Series A Preferred Stock shall be entitled to 500 votes for each share of Series A Preferred Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company. The 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 as set forth in the Certificate of Designation) for taking any corporate action. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 02, 2015 | Jun. 22, 2015 | Oct. 31, 2015 |
Share Exchange Agreement [Member] | ONC Shareholders [Member] | |||
Percentage of acquired of common stock shares issued and outstanding | 100.00% | ||
Reverse stock split | 1-for-139.2328 reverse stock split | ||
Number of stock exchange for shares | 47,000,000 | ||
Percentage of outstanding common stock | 91.30% | ||
Subsequent Event [Member] | |||
Share exchange agreement description | Pursuant to the Amendment, all references to 3,000,000 in the Exchange Agreement were replaced with 4,493,372 and all references to 50,000,000 in the Exchange Agreement were replaced with 51,493,372. | ||
Number of stock exchange for shares | 47,000,000 | ||
Percentage of outstanding common stock | 91.30% | ||
Common shares issued for cash, shares | 1,348,340 | ||
Common shares issued for cash | $ 402,700 | ||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||
Number of stock exchange for shares | 1,000,000 | ||
Percentage of outstanding preferred stock | 100.00% | ||
Subsequent Event [Member] | Share Exchange Agreement [Member] | ONC Shareholders [Member] | |||
Percentage of acquired of common stock shares issued and outstanding | 100.00% | ||
Reverse stock split | the Company acquired 100% of the issued and outstanding common shares of ONC from the ONC shareholders in exchange for the issuance of one share of the Companys common stock and 0.02128 of the Companys Series A preferred stock for each share of ONCs common stock, after giving effect to the Reverse Stock Split. | ||
Number of stock exchange for shares | 4,493,372 |