Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Aug. 31, 2022 | Oct. 24, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | NextPlay Technologies Inc. | |
Trading Symbol | NXTP | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --02-28 | |
Entity Common Stock, Shares Outstanding | 118,445,979 | |
Amendment Flag | false | |
Entity Central Index Key | 0001372183 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Aug. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38402 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 26-3509845 | |
Entity Address, Address Line One | 1560 Sawgrass Corporate Parkway | |
Entity Address, Address Line Two | Suite 130 | |
Entity Address, City or Town | Sunrise | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33323 | |
City Area Code | (954) | |
Local Phone Number | 888-9779 | |
Title of 12(b) Security | Common Stock, $0.00001 Par Value Per Share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Current assets | ||
Cash and cash equivalents | $ 2,715,432 | $ 4,282,110 |
Short term investments | 305,271 | 304,509 |
Loans receivable, net | 21,293,909 | 16,556,288 |
Loans receivable - related parties, net | 705,000 | 725,000 |
Unbilled receivables | 6,016 | 2,179 |
Other receivables | 414,534 | 339,233 |
Other receivables, related parties | 155,425 | |
Prepaid expenses and other current assets | 1,176,556 | 826,419 |
Advance for investments | 1,977,213 | 3,227,117 |
Investments in unconsolidated affiliates: Short-term | 5,555 | 8,722 |
Assets held for sale - current | 30,691,032 | 7,332,994 |
Total current assets | 59,290,518 | 33,759,996 |
Non-current assets | ||
Investments in unconsolidated affiliates: Long-term | 6,258 | 6,258 |
Convertible notes receivable, related party, net | 4,594,214 | 4,594,214 |
Intangible assets, net | 16,501,705 | 9,883,789 |
Goodwill | 19,740,037 | 27,949,554 |
Computers, furniture and equipment, net | 347,570 | 366,499 |
Operating lease right-of-use assets | 553,467 | 1,894,654 |
Security deposits | 435,606 | 177,972 |
Assets held for sale - non current | 21,120,557 | |
Total non-current assets | 42,178,857 | 65,993,497 |
Total assets | 101,469,375 | 99,753,493 |
Current liabilities | ||
Line of credit and notes payable, net | 5,233,449 | 4,463,471 |
Accounts payable and accrued expenses | 8,324,379 | 4,288,575 |
Accounts payable and accrued expenses - related parties | 60,310 | 433,814 |
Other current liabilities | 129,208 | 127,779 |
Current portion of operating lease liability | 190,652 | 218,181 |
Other current liabilities - customer demand deposits payable | 25,761,216 | 7,497,465 |
Notes payable - related party | 686,078 | 765,040 |
Liabilities held for sale - current | 12,152,032 | 9,708,053 |
Total current liabilities | 52,537,324 | 27,502,378 |
Non-current liabilities | ||
Note payable long term, related parties | 966,314 | |
Operating lease liability, net of current portion | 383,908 | 1,543,627 |
Other long-term liability | 10,657 | 6,087 |
Liabilities held for sale - non current | 1,873,889 | |
Total non-current liabilities | 394,565 | 4,389,917 |
Total liabilities | 52,931,889 | 31,892,295 |
Commitments and Contingencies | ||
Stockholders’ equity | ||
Common stock, $0.00001 par value; 500,000,000 shares authorized; 112,701,795 and 108,360,020 shares outstanding at August 31, 2022 and February 28, 2022, respectively | 1,127 | 1,084 |
Treasury stock | (771,453) | (771,453) |
Additional paid-in-capital | 97,734,010 | 104,393,361 |
Accumulated other comprehensive income | (1,224,656) | (218,703) |
Accumulated deficit | (54,013,291) | (39,173,079) |
Stockholders’ equity attributable to parent | 41,725,737 | 64,231,210 |
Non-Controlling Interest in consolidated subsidiaries | 1,204,757 | 182,805 |
Non-Controlling Interest in held for sale | 5,606,992 | 3,447,183 |
Total stockholders’ equity | 48,537,486 | 67,861,198 |
Total liabilities and stockholders’ equity | 101,469,375 | 99,753,493 |
Series A Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock | ||
Series B Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock | ||
Series C Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock | ||
Series D Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Aug. 31, 2022 | Feb. 28, 2022 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 112,701,795 | 108,360,020 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 3,828,500 | 3,828,500 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 6,100,000 | 6,100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations, Net and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Revenue | ||||
Interest and financial services | $ 456,397 | $ 293,357 | $ 922,948 | $ 293,357 |
Total revenue | 456,397 | 293,357 | 922,948 | 293,357 |
Cost of Revenue | ||||
Interest and financial services | 565,057 | 87,339 | 668,024 | 87,339 |
Total Cost of Revenue | 565,057 | 87,339 | 668,024 | 87,339 |
Gross Profit | (108,660) | 206,018 | 254,924 | 206,018 |
Operating Expenses | ||||
General and administrative | 4,380,218 | 1,598,302 | 6,683,273 | 1,736,211 |
Salaries and benefits | 1,458,739 | 1,377,373 | 2,888,183 | 1,555,499 |
Technology and development | 241,717 | 66,971 | 521,323 | 122,765 |
Stock-based compensation | 190,785 | 215,233 | 623,426 | 215,233 |
Selling and promotions expense | 21,098 | 135,564 | 49,640 | 162,702 |
Depreciation and amortization | 393,797 | 549,407 | 790,567 | 684,165 |
Total operating expenses | 6,686,354 | 3,942,850 | 11,556,412 | 4,476,575 |
Operating Loss | (6,795,014) | (3,736,832) | (11,301,488) | (4,270,557) |
Other Income/ (Expense) | ||||
Valuation loss, net | 1,367 | (4,622,936) | (3,167) | (4,622,936) |
Interest income (expense) | (220,749) | 42,165 | (385,774) | 1,207 |
Realized loss on sale of marketable securities | (59,586) | (59,586) | ||
Foreign exchange loss | 1,289 | |||
Other income/(expense) | (130,028) | 44,654 | (57,735) | 47,515 |
Total other income/(expense) | (349,410) | (4,594,414) | (446,676) | (4,633,800) |
Net loss before tax from continuing operations | (7,144,424) | (8,331,246) | (11,748,164) | (8,904,357) |
Estimated corporate taxes | (3,382) | (3,382) | ||
Net Loss after tax from continuing operations: | (7,144,424) | (8,334,628) | (11,748,164) | (8,907,739) |
Net Loss after tax from discontinued operations: | (4,688,845) | (1,078,414) | (5,497,091) | (1,078,414) |
Net Loss after tax from continuing operations: | (7,144,424) | (8,334,628) | (11,748,164) | (8,907,739) |
Share of loss from non-controlling interest | 45,327 | 303,129 | 190,217 | 480,477 |
Net loss from continuing operations attributable to parent | (7,099,097) | (8,031,499) | (11,557,947) | (8,427,262) |
Net Loss after tax from discontinued operation: | (4,688,845) | (1,078,414) | (5,497,091) | (1,078,414) |
Share of loss from non-controlling interest | 2,633,112 | 295,912 | 2,214,826 | 295,912 |
Net loss from discontinued operation attributable to parent | (2,055,733) | (782,502) | (3,282,265) | (782,502) |
Net loss attributable to parent | (9,154,830) | (8,814,001) | (14,840,212) | (9,209,764) |
Other Comprehensive (loss) income | ||||
Foreign currency translation gain (loss) from continuing operations | (296,391) | 144,738 | (497,925) | 122,071 |
Foreign currency translation loss from discontinued operations | (336,780) | (262,567) | (1,083,361) | (262,567) |
Total other comprehensive loss | (633,171) | (117,829) | (1,581,286) | (140,496) |
Comprehensive Loss | (12,466,440) | (9,530,871) | (18,826,541) | (10,126,649) |
Currency translation allocated to: | ||||
Equity holders of the Company | (477,837) | 10,829 | (1,005,953) | (11,838) |
Non-controlling interests of the subsidiaries | (155,334) | (128,658) | (575,333) | (128,658) |
Total foreign currency translation | (633,171) | (117,829) | (1,581,286) | (140,496) |
Total comprehensive loss attributable to: | ||||
Equity holders of the Company | (9,632,666) | (8,931,830) | (15,846,164) | (9,350,260) |
Non-controlling interests of the subsidiaries | (2,833,774) | (599,041) | (2,980,377) | (776,389) |
Total comprehensive loss | $ (12,466,440) | $ (9,530,871) | $ (18,826,541) | $ (10,126,649) |
Weighted average number of common shares outstanding | ||||
Basic (in Shares) | 113,553,299 | 88,607,026 | 110,956,664 | 87,837,223 |
Diluted (in Shares) | 113,553,299 | 88,607,026 | 110,956,664 | 87,837,223 |
Basic net (loss) per share from continuing operations: (in Dollars per share) | $ (0.06) | $ (0.09) | $ (0.1) | $ (0.09) |
Basic net (loss) per share from discontinued operations: (in Dollars per share) | (0.02) | (0.01) | (0.03) | (0.01) |
Total basic net (loss) per share (in Dollars per share) | (0.08) | (0.1) | (0.13) | (0.1) |
Diluted net (loss) per share from continuing operations: (in Dollars per share) | (0.06) | (0.09) | (0.1) | (0.09) |
Diluted net (loss) per share from discontinued operations: (in Dollars per share) | (0.02) | (0.01) | (0.03) | (0.01) |
Total diluted net (loss) per share (in Dollars per share) | $ (0.08) | $ (0.1) | $ (0.13) | $ (0.1) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) | Preferred B | Preferred C | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated deficit | Accumulated other comprehensive income | Total Shareholders’ equity | Minority interest | Total |
Balance at Feb. 28, 2021 | $ 624 | $ 11,599,357 | $ (1,200,309) | $ 10,221 | $ 10,409,893 | $ (390,277) | $ 10,019,616 | |||
Balance (in Shares) at Feb. 28, 2021 | 62,400,000 | |||||||||
Net loss for the period | (9,209,764) | (9,209,764) | (776,389) | (9,986,153) | ||||||
Reduction of share capital | $ (104) | (2,999,896) | (3,000,000) | (3,000,000) | ||||||
Reduction of share capital (in Shares) | (10,400,000) | |||||||||
Reverse acquisition recapitalization | $ 100 | $ 38 | $ 238 | 62,813,297 | 62,813,535 | 5,401,901 | 68,215,436 | |||
Reverse acquisition recapitalization (in Shares) | 10,000,000 | 3,828,500 | 23,854,203 | |||||||
Conversion of preferred shares | $ (100) | $ (38) | $ 112 | (112) | ||||||
Conversion of preferred shares (in Shares) | (10,000,000) | (3,828,500) | 11,246,200 | |||||||
Shares issued for consulting and bonus | $ 3 | 621,747 | 621,750 | 621,750 | ||||||
Shares issued for consulting and bonus (in Shares) | 333,000 | |||||||||
Shares issued for consulting and bonus | $ 3 | 621,747 | 621,750 | 621,750 | ||||||
Shares issued for consulting and bonus (in Shares) | 333,000 | |||||||||
Shares issued for debt payment | $ 3 | 669,997 | 670,000 | 670,000 | ||||||
Shares issued for debt payment (in Shares) | 335,000 | |||||||||
Shares issued for business combination | $ 19 | 4,813,933 | 4,813,952 | 4,813,952 | ||||||
Shares issued for business combination (in Shares) | 1,925,581 | |||||||||
Share repurchase | (771,456) | (771,456) | (771,456) | |||||||
Foreign currency translation adjustment | (11,838) | (11,838) | (128,658) | (140,496) | ||||||
Balance at Aug. 31, 2021 | $ 895 | (771,456) | 77,518,323 | (10,410,073) | (1,617) | 66,336,072 | 4,106,577 | 70,442,649 | ||
Balance (in Shares) at Aug. 31, 2021 | 89,693,984 | |||||||||
Balance at May. 31, 2021 | $ 624 | 11,599,357 | (1,596,072) | (12,446) | 9,991,463 | (567,625) | 9,423,838 | |||
Balance (in Shares) at May. 31, 2021 | 62,400,000 | |||||||||
Net loss for the period | (8,814,001) | (8,814,001) | (599,041) | (9,413,042) | ||||||
Reduction of share capital | $ (104) | (2,999,896) | (3,000,000) | (3,000,000) | ||||||
Reduction of share capital (in Shares) | (10,400,000) | |||||||||
Reverse acquisition recapitalization | $ 100 | $ 38 | $ 238 | 62,813,297 | 62,813,535 | 5,401,901 | 68,215,436 | |||
Reverse acquisition recapitalization (in Shares) | 10,000,000 | 3,828,500 | 23,854,203 | |||||||
Conversion of preferred shares | $ (100) | $ (38) | $ 112 | (112) | ||||||
Conversion of preferred shares (in Shares) | (10,000,000) | (3,828,500) | 11,246,200 | |||||||
Shares issued for debt payment | $ 3 | 669,997 | 670,000 | 670,000 | ||||||
Shares issued for debt payment (in Shares) | 335,000 | |||||||||
Shares issued for business combination | $ 19 | 4,813,933 | 4,813,952 | 4,813,952 | ||||||
Shares issued for business combination (in Shares) | 1,925,581 | |||||||||
Share repurchase | (771,456) | (771,456) | (771,456) | |||||||
Foreign currency translation adjustment | 10,829 | 10,829 | (128,658) | (117,829) | ||||||
Balance at Aug. 31, 2021 | $ 895 | (771,456) | 77,518,323 | (10,410,073) | (1,617) | 66,336,072 | 4,106,577 | 70,442,649 | ||
Balance (in Shares) at Aug. 31, 2021 | 89,693,984 | |||||||||
Balance at Feb. 28, 2022 | $ 1,084 | (771,453) | 104,393,361 | (39,173,079) | (218,703) | 64,231,210 | 3,629,988 | 67,861,198 | ||
Balance (in Shares) at Feb. 28, 2022 | 108,360,020 | |||||||||
Net loss for the period | (14,840,212) | (14,840,212) | (2,405,043) | (17,245,255) | ||||||
Fair value adjustment from finalization of purchase price allocations | (6,923,296) | (6,923,296) | 4,540,291 | (2,383,005) | ||||||
Shares issued for compensation | $ 7 | 256,314 | 256,321 | 256,321 | ||||||
Shares issued for compensation (in Shares) | 698,593 | |||||||||
Shares issued for consulting services | $ 5 | 367,112 | 367,117 | 367,117 | ||||||
Shares issued for consulting services (in Shares) | 506,577 | |||||||||
Shares issued for assets acquisition | $ 31 | 1,262,365 | 1,262,396 | 1,262,396 | ||||||
Shares issued for assets acquisition (in Shares) | 3,136,605 | |||||||||
Increase in ownership of subsidiary - HotPlay | (1,621,846) | (1,621,846) | 1,621,846 | |||||||
Foreign currency translation adjustment | (1,005,953) | (1,005,953) | (575,333) | (1,581,286) | ||||||
Balance at Aug. 31, 2022 | $ 1,127 | (771,453) | 97,734,010 | (54,013,291) | (1,224,656) | 41,725,737 | 6,811,749 | 48,537,486 | ||
Balance (in Shares) at Aug. 31, 2022 | 112,701,795 | |||||||||
Balance at May. 31, 2022 | $ 1,118 | (771,453) | 104,414,539 | (44,858,461) | (746,819) | 58,038,924 | 5,105,231 | 63,144,155 | ||
Balance (in Shares) at May. 31, 2022 | 111,736,081 | |||||||||
Net loss for the period | (9,154,830) | (9,154,830) | (2,678,439) | (11,833,269) | ||||||
Fair value adjustment from finalization of purchase price allocations | (6,923,296) | (6,923,296) | 4,540,291 | (2,383,005) | ||||||
Shares issued for compensation | $ 5 | 129,671 | 129,676 | 129,676 | ||||||
Shares issued for compensation (in Shares) | 489,199 | |||||||||
Shares issued for consulting services | $ 2 | 61,114 | 61,116 | 61,116 | ||||||
Shares issued for consulting services (in Shares) | 256,577 | |||||||||
Shares issued for assets acquisition | $ 2 | 51,982 | 51,984 | 51,984 | ||||||
Shares issued for assets acquisition (in Shares) | 219,938 | |||||||||
Foreign currency translation adjustment | (477,837) | (477,837) | (155,334) | (633,171) | ||||||
Balance at Aug. 31, 2022 | $ 1,127 | $ (771,453) | $ 97,734,010 | $ (54,013,291) | $ (1,224,656) | $ 41,725,737 | $ 6,811,749 | $ 48,537,486 | ||
Balance (in Shares) at Aug. 31, 2022 | 112,701,795 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss from operations | $ (14,840,212) | $ (9,209,764) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 790,567 | 1,526,740 |
Valuation loss, net | 3,167 | 1,555,979 |
Stock based compensation | 623,426 | 621,750 |
Gain on Sale of assets | (26) | |
Share of non-controlling interest | (2,405,043) | (776,389) |
(Gain)/Loss on currency translation | (1,581,286) | (140,496) |
Impairment loss | 3,126,543 | |
Provision from employee benefits | 5,459 | |
Changes in operating assets and liabilities: | ||
Amounts due from related parties | 155,425 | 14,479 |
Amounts due to related party | (2,496) | 73,188 |
Accounts receivable | (145,565) | 4,749,175 |
Other receivable | (70,853) | |
Unbilled receivable | 1,359,570 | (4,760,457) |
Loans receivable | (4,717,621) | (1,572,298) |
Prepaid expenses and other current assets | (684,036) | 666,161 |
Security deposits | (257,634) | (86,610) |
Operating lease liabilities | 289,642 | 25,300 |
Accounts payable & accrued expenses | 4,599,154 | 591,614 |
Deferred revenue - related party | (743,728) | (69,374) |
Other current liabilities | (810,910) | (105,284) |
Other Liabilities - Customer Deposits | 18,263,751 | |
Cash used in operating activities | (169,223) | (3,769,769) |
Cash flows from investing activities: | ||
Short term investment | (762) | 235,658 |
Investment in unconsolidated affiliate | 113,644 | |
Additions of intangible assets - related party | (86,063) | (755,639) |
Additions of intangible assets | (4,715,297) | (684,041) |
Purchase of computer, furniture, and equipment - related party | (117,385) | |
Purchase of computer, furniture, and equipment | (94,975) | (23,690) |
Proceeds from disposal of computer, furniture, and equipment | 75,621 | 1,460 |
Effects of a business combination of NextBank | 4,200,006 | |
Effects of a business combination of NextPlay (Monaker) | 9,323,686 | |
Cash (used in) provided by investing activities | (4,821,476) | 12,293,699 |
Cash flows from financing activities: | ||
Proceeds from convertible notes payable – related party | 1,362,478 | 700,000 |
Repayment of notes payable - related party | (1,045,276) | (213,155) |
Treasury stock transaction | (771,456) | |
Proceeds from promissory notes | 1,066,228 | 1,564,149 |
Payments on promissory notes | (296,250) | (1,303,613) |
Cash provided by (used in) financing activities | 1,087,180 | (24,075) |
Net change during the period | (3,903,519) | 8,499,855 |
Balance, beginning of period – continuing operations | 4,282,110 | 444,920 |
Balance, beginning of period – discontinued operations | 2,336,841 | |
Balance, beginning of period | 6,618,951 | 444,920 |
Balance, end of period from continued operations | 2,715,432 | 8,944,775 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 365,865 | 43,174 |
NON-CASH TRANSACTIONS | ||
Settle (a) Convertible note receivable and (b) note payable due to closing share exchange transaction | 12,000,000 | |
Settle (a) Convertible note receivable and (b) share capital increase due to closing share exchange transaction | 3,000,000 | |
Share issuances for asset acquisition – Fighter Base and Token IQ | 1,262,397 | |
Share issuances for consulting and compensation | 623,438 | |
Reclassification of advance payment to intangible asset – GoGame | $ 1,250,000 |
Summary of Business Operations
Summary of Business Operations and Significant Accounting Policies | 6 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Business Operations and Significant Accounting Policies | Note 1 – Summary of Business Operations and Significant Accounting Policies Nature of Operations and Business Organization NextPlay Technologies, Inc., together with its consolidated subsidiaries (collectively, “NextPlay,” “we,” “our,” “us,” or the “Company”), is building a technology solutions company, offering games, in-game advertising, digital asset products and services, and connected TV to consumers and corporations within a growing worldwide digital ecosystem. NextPlay’s engaging products and services utilize innovative advertising technology (“AdTech”), Artificial Intelligence (“AI”) and financial technology (“FinTech”) solutions to leverage the strengths and channels of its existing and acquired technologies. As of August 31, 2022, NextPlay is organized into two divisions: (i) NextMedia, the Company’s Interactive Digital Media Division and (ii) NextFinTech, the Company’s Finance and Technology Division. (i) NextMedia, the Company’s Interactive Digital Media Division In the Interactive Digital Media Division, NextPlay closed its acquisition of HotPlay Enterprise Limited and its In-Game Advertising (“IGA”) platform on June 30, 2021. (ii) NextFinTech, the Company’s Finance and Technology Division In the Finance and Technology Division, the Company’s acquisition of International Financial Enterprise Bank (“IFEB”), now called NextBank International, Inc. (“NextBank”), and the conditional approval from the Labuan Financial Services Authority (“Labuan FSA”) to operate a general insurance and reinsurance business, is expected to allow NextPlay to offer individuals and households asset management and banking services, and travel related services such as travel finance and travel insurance, subject to regulatory approval and licensing. Our Company, in accordance with Thailand foreign ownership laws, holds an indirect control of Longroot (Thailand) Company Limited (“Longroot”), which operates in financial advisory service and owns an Initial Coin Offering (“ICO”) Portal which is approved and regulated by the Thai Securities and Exchange Commission (“Thai SEC”). The Portal enables us to crypto-securitize an array of high-quality alternative assets, such as video games, insurance contracts, and real estate. These digital assets serve as a new asset class, which the Company’s management believes will create significant opportunities to accelerate products and services within the FinTech division’s asset management business. Effective November 16, 2021, the Labuan Financial Services Authority (the “Labuan FSA”) approved the Company’s application to carry on general insurance and reinsurance business, subject to certain conditions including (i) payment of a $15,000 annual license fee, (ii) submission of evidence reflecting paid up capital amounting to MYR $10.0 mil (approximately to $2,260,000 US), (iii) submission of proof of registration as a member of Labuan International Insurance Association, (iv) submission of a Management Services Agreement with the appointed insurance manager, (v) submission of a Letter of Undertaking, and (vi) submission of constituent documents to the Registration of Company Unit. The conditions were to be met within 3 months of November 29, 2021, the date Labuan FSA issued a letter confirming the conditional approval. In August 2022, the Company received a permission letter from Labuan FSA to extend the establishment until November 30, 2022. The Company plans to use the general insurance license to issue primary insurance products and the reinsurance license to issue crypto-securitized insurance in collaboration with Longroot. On October 14, 2021, “Longroot Inc.” (a subsidiary of the Company) changed its name to “Next Fintech Holdings, Inc.” The Company plans to use Next Fintech Holdings, Inc. as the holding company for its FinTech division. Strategic Sale of Reinhart Digital TV (Zappware) and NextTrip to TGS Esports, Inc. On June 28, 2022, the Company entered into a series of agreements, including a securities exchange agreement, with William Kerby, the Company’s co-Chief Executive Officer and director, Donald P. Monaco, a director of the Company, and British Columbia-based TGS E-Sports Inc. (TSX-V: TGS, OTC: TGSEF) (“TGS”), a public company whose securities are listed for trading on the Canadian TSX Venture Exchange, pursuant to which the Company has agreed to sell the Company’s travel business, NextTrip Group, LLC (“NextTrip”), and its 51% ownership of Reinhart Digital TV (the 100% owner of Zappware) to TGS in exchange for securities of TGS as discussed in further detail below. TGS, is a leading esports tournament solutions provider. Prior to the execution of the securities exchange agreement, NextTrip issued an aggregate of 915,000 units in NextTrip to Messrs. Kerby and Monaco to resolve certain management unit issuances provided for in NextTrip’s Operating Agreement as consideration for services rendered. As consideration for the sale of Reinhart and NextTrip, upon closing of the transaction, (i) the Company will receive 232,380,952 shares of newly created nonvoting convertible preferred stock of TGS (the “TGS Preferred”), valued at $12.2 million, and (ii) Messrs. Kerby and Monaco, both of whom hold certain equity interests in NextTrip (discussed above), will receive an aggregate of 69,714,286 TGS common shares, valued at $3.66 million, of which 11,619,048 TGS common shareswill be held in escrow for a period of time. The TGS Preferred shares will be redeemable in certain situations, can be sold subject to certain transfer restrictions (including a right of first refusal in favor of TGS), and may be converted into shares of TGS common shares in certain limited circumstances, including mandatory conversion upon the occurrence of certain events. In the event that the TGS Preferred shares are converted into shares of TGS common shares by the Company at any time, the Company is obligated to distributed all such shares of TGS common shares in a stock dividend to its shareholders. Concurrently with a determination to convert the TGS Preferred shares into shares of TGS common shares, if ever, the Company will set a shareholder record date for a special dividend to distribute all of the common shares of TGS held by the Company to the Company’s shareholders, on a pro-rata basis. In addition to the securities exchange agreement, the Company, NextTrip, Reinhart and TGS also entered into a separation agreement on June 28, 2022, to further document the separation of NextTrip and Reinhart from the Company and to assign, transfer and convey certain assets and liabilities held in NextTrip or the Company’s name, respectively, to NextTrip or the Company, respectively, to allow for the separation of the businesses in accordance with the securities exchange agreement at closing of the transaction. The separation agreement also provides for the termination of certain intercompany agreements and accounts by and between the parties at closing of the transaction, sets rights related to confidentiality, non-disclosure and maintenance of attorney-client privilege matters, and also provides for a mutual release by and among the Company, NextTrip and Reinhart for all pre-closing claims between themselves and their officers, directors, affiliates, successors and assigns. In addition, the separation agreement provides for the contribution of (i) $1.5 million to NextTrip and (ii) an additional $1.5 million in ten (10) equal monthly installments beginning July 1, 2022, in exchange for NextTrip, as of May 1, 2022, agreeing to assume the ongoing operating expenses of NextTrip and Reinhart. NextTrip has also agreed to assume payments under that certain payment obligation of the Company pursuant an Amendment to Intellectual Property Purchase Agreement effective May 18, 2021, by and between the Company, IDS Inc., TD Assets Holding LLC, and Ari Daniels in the approximate amount of $2,500,000, provided, however, that, if the Company fails to make any of the above installment payments within five (5) business days of being due, that such IDS payment obligation reverts back to the Company. As of August 31, 2022, the Company has not made the requisite installment payments to NextTrip and, as such, the IDS payment obligation has reverted back to the Company. Closing of the transaction remains subject to various conditions, including (without limitation) regulatory approvals, approval of certain related matters by TGS’ shareholders and consummation of a financing by TGS, and is expected to occur in Q4 2022. No assurances can be provided that the closing conditions will be satisfied, or that the transaction will be consummated on the anticipated timeline, or at all. The transaction, once consummated, is expected to streamline the Company’s business operations and management, improve capital allocation, and is expected to unlock shareholder value by offering investors a pure-play investment in the Digital Media and Financial Technology sectors. As a result of the foregoing, as of August 31, 2022, Reinhart/Zappware and NextTrip were no longer treated as a division of the Company; accordingly, for the six-month and three-month periods ended August 31, 2022, the Company had two remaining reportable business segments: NextFinTech and NextMedia. Assets and liabilities of Reinhart TV AG/Zappware and NextTrip were classified as held for sale according to Strategic Sale of Reinhart Digital TV (Zappware) and NextTrip to TGS Esports, Inc. Reverse Acquisition of HotPlay Enterprise Ltd. On July 23, 2020, the Company (then known as Monaker Group, Inc. (“Monaker”)) entered into a Share Exchange Agreement (as amended from time to time, the “Share Exchange Agreement”) with HotPlay Enterprise Limited (“HotPlay”) and the stockholders of HotPlay (the “HotPlay Stockholders”). Pursuant to the Share Exchange Agreement, Monaker exchanged 52,000,000 shares of its common stock for 100% of the issued and outstanding capital of HotPlay, with HotPlay continuing as a wholly owned subsidiary of Monaker. The reverse acquisition between HotPlay and Monaker was completed on June 30, 2021. After the reverse acquisition, effective July 9, 2021, Monaker changed its name to “NextPlay Technologies, Inc.” The HotPlay acquisition was accounted for as a reverse acquisition with HotPlay being deemed the acquiring company for accounting purposes. The comparative figures included in the accompanying condensed consolidated financial statements for the period as from incorporation date to June 30, 2021 represents financial position and operating results of HotPlay Enterprise Ltd. During the six-month period ended August 31, 2022, the Company completed the fair value assessment (Purchase Price Allocation) of the net identifiable assets and liabilities assumed by an independent appraiser. In order to reflect the adjustment to the provisional fair value of the identifiable assets and liabilities of the reverse acquisition of HotPlay Enterprise Ltd. at the acquisition date, the adjustments were made as follows: The following table summarizes the fair value of consideration transferred: Number of Monaker common shares outstanding as of 6/30/2021 23,854,203 Monaker share price as of 6/30/2021 $ 2.24 Fair value of common shares $ 53,433,415 As of June 30, 2021 Provisional Increase Adjusted Assets acquired Cash and cash equivalents $ 7,837,802 - 7,837,802 Current assets 25,568,584 (9,571 ) 25,559,013 Intangible assets 11,932,042 1,809,023 13,741,065 Goodwill 40,554,998 (1,799,452 ) 38,755,546 Non-current assets 5,442,439 - 5,442,439 Liabilities assumed Current liabilities (32,482,319 ) - (32,482,319 ) Non-current liabilities (5,420,131 ) - (5,420,131 ) Total fair value of net assets from reverse acquisition 53,433,415 - 53,433,415 Fair value of non-controlling interests of the subsidiaries $ 5,433,783 6,018,273 11,452,056 Fair value adjustments were from the increase in fair value of intangible assets which are developed software and goodwill upon the completion of fair value assessment (Purchase Price Allocation) of the subsidiaries subsequent to the closing date of reverse acquisition. As a result, non-controlling interests of the subsidiaries amounting to $6.0 million were adjusted to reflect the fair value as of June 30, 2021 by recognizing the adjustment in additional paid-in capital in consolidated statement of stockholders’ equity. Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended February 28, 2022 and notes thereto and other pertinent information contained in the Company’s Annual Report on Form 10-K, which the Company filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2022. The results of operations for the three and six months ended August 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, 2023. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with US GAAP 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 revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, deferred income taxes, purchase price allocation in connection with the business combination and allowance for credit losses. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents on August 31, 2022, and February 28, 2022. Short Term Investments The short term investments are a short-term certificate of deposit with a maturity date more than three months, as required by the Office of the Commissioner of Financial Institutions (“OCIF”) for business purpose of one of the Company’s subsidiaries. Other Receivable, Unbilled Receivables A receivable is recognized when the Company has an unconditional right to receive consideration. If revenue has been recognized before the Company has an unconditional right to receive consideration, the amount is presented as an unbilled receivable. A receivable is measured at transaction price less credit loss, and unbilled receivables are measured at the amount of consideration that the Company is entitled to, less credit loss. The Company calculates its allowance for current expected credit losses (“CECL”) based on lifetime expected credit losses at each reporting date. CECLs are calculated based on its historical credit loss experience and adjusted for forward-looking factors specific to the debtors and the economic environment. A receivable is written off when there is no reasonable expectation of recovering the contractual cash flows. Loans Receivable and Allowance for Loan Losses Loans Receivable Loans that the Company has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, generally are stated at their outstanding principal amount adjusted for charge-offs and the allowance for loan losses. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due, unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Allowance for Loan Losses The allowance for loan losses is evaluated on a regular basis by management and is based upon collectability of loans, based on historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This represents management’s estimate of CECL in the Company’s loan portfolio over its expected life, which is the contract term being the reasonable and supportable period that we can reasonably and supportably forecast future economic conditions to estimate expected credit losses. The historical loss experience is to be adjusted for asset-specific risk characteristics and economic conditions, including both current conditions and reasonable and supportable forecasts of future conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. Due to potential changes in conditions, it is possible that changes in estimates will occur and that such changes could be material to the amounts reported in the Company’s financial statements. Unbilled Receivables Unbilled receivable represents costs associated with software development according to contracts with customers. Unbilled receivables mainly consist of employee and payroll related expenses and amounts recorded on a project where billing milestones have not yet been achieved. Prepaid Expenses and Other Current Assets The Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are expensed over time according to the period indicated on the respective contract. Other current assets are recognized when it is probable that the future economic benefits will flow to the Company and the asset has a cost or value that can be measured reliably. It is then charged to expense over the expected number of periods during which economic benefits will be realized. Advances for Investments Advances for investments represent cash deposits transferred to the potential seller as a deposit payment, as stipulated in the relevant investment purchase agreement, mainly for potential acquisitions of assets or businesses. Investment in Unconsolidated Affiliates Investment in unconsolidated affiliates is recognized at cost less valuation loss. Computer, Furniture and Equipment The Company purchases computers, laptops, furniture and fixtures. These are originally recorded at cost and stated at cost less accumulated depreciation and impairment, if any. The computers and laptops are depreciated over a useful life of 3 - 5 years, respectively. The furniture and fixtures are depreciated over a useful life of 5 and 10 years, respectively. Straight-line depreciation is used for all computers, laptops, furniture and equipment. Intangible Assets Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors, such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (“ASC”) 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day-to-day operation of the website are expensed as incurred. All costs associated with the websites are subject to straight-line amortization over a three-year period. Goodwill Goodwill represents the future economic benefits arising from assets acquired in a business combination that is not individually identified and separately recognized as an asset. Adjustments made to the acquisition accounting during the measurement period may affect the recognition and measurement of assets acquired and liabilities assumed, any non-controlling interest (“NCI”), consideration transferred and goodwill or any bargain purchase gain, as well as the remeasurement of any pre-existing interest in the acquiree. In our assessment, goodwill arisen from reverse acquisition is allocated systematically and reasonably to reporting segments which are regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”). The CODM allocates resources and assess performance of the business and other activities at the single operating segment level. The reporting units for impairment testing purpose are determined as the lowest level of cash generating unit below the operating segments since the components constitute a business for which discrete financial information is available, and the CODM regularly reviews the operating results of the components. Certain components share similar economic characteristic and are deemed to be a single reporting unit. The Company assigned assets and liabilities to each reporting unit based on either specific identification or by using judgment for the remaining assets and liabilities that are not specific to a reporting unit. Goodwill was assigned to the reporting units based on a combination of specific identification and relative fair values. Goodwill associated with reporting units being sold are included in the carrying amount of assets held for sale at the reporting date. Impairment of Intangible Assets In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following: 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. In impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s reporting units that are expected to benefit from the synergies of the combination. The Company estimates the recoverable amount of each reporting unit to which the goodwill and intangible assets relates. Where the recoverable amount of the reporting unit is less than the carrying amount, an impairment loss is recognized in profit or loss. Impairment losses cannot be reversed in future periods. During the fourth quarter of each fiscal year, the Company carries out annual impairment reviews at the reporting unit level in respect of goodwill and intangible assets by performing qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If those impairment indicators exist, the quantitative assessment is required to assess the recoverable amount of the reporting unit by performing step 1 of the two-step goodwill impairment test. If we perform step 1 and the carrying amount of the reporting unit exceeds its fair value, we would perform step 2 to measure such impairment. In determining value in use, the estimated future cash flows are discounted to their present value to reflect current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Company could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. In determining allowance for impairment of goodwill and intangible assets, the management is required to exercise judgements regarding determination of the recoverable amount of the asset, which is the higher of its fair value less costs of disposal and its value in use. Accounts Payable, Notes Payable and Accrued Expenses Accounts payable are recognized when the Company receives invoices, and accrued expenses are recognized when it is probable that an outflow of resources embodying economic benefits will result from the settlement of a present obligation and the amount at which the settlement will take place can be measured reliably. Notes payable are recognized at cost, net transaction costs. Transaction costs are amortized over the terms of notes payable using effective interest rate method. Customer Demand Deposits Payable Customer deposit represents cash demand deposits payable received from customers at NextBank. Business Combination The Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). ASC 805 requires, among other things, that assets acquired, and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, Fair Value Measurements, as of the closing date. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date. Non-Controlling Interests Non-controlling interests represent the equity in a subsidiary that is not attributable directly or indirectly to the parent. At the acquisition date, the Company measures any non-controlling interest at fair value. Foreign Currency Translation The Company prepares the consolidated financial statements using U.S. dollars as the functional currency. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholders’ equity through other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Income and expenses are translated at the average monthly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statements of net and comprehensive loss. The effect of foreign currency translation on cash and cash equivalents is reflected in cash flows from operating activities on the consolidated statements of cash flows. Earnings per Share Basic earnings per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are 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. For the three months ended August 31, 2022 and 2021, warrants were excluded from the computation of diluted net loss per share, as the result of the computation was anti-dilutive. The Company presents earnings per share from continuing operation and discontinued operation separately. Assets and liabilities held for sale In accordance with ASC 306, the potential sale of Reinhart/Zappware and NextTrip qualified as assets and liabilities held for sale as: (i) the Company has committed to a plan to sell, (ii) the disposal entities are available for immediate sale, (iii) the buyer has been identified and has committed to purchase, subject to satisfaction of certain closing conditions, and (iv) it is probable to occur within 1 year from the date of the classification. Assets and liabilities held for sale are measured at the lower of carrying amount and the fair value less cost to sell. Computer and equipment and intangible assets are not depreciated or amortized once classified as held for sale. Where the fair value less cost to sell of assets held for sale exceed the asset’s carrying amounts, a gain shall be recognized for which not exceeding the cumulative loss previously recognized. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position as well as for prior period. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of comprehensive loss. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining transactions price, allocating transaction price to the performance obligation, and recognizing revenue when the performance obligation is satisfied. Types of revenue consist of: Interest and Financial services NextBank provides traditional banking services in niche-focused businesses, including commercial and residential real estate and the origination and sale of loans, among other types of lending services. Revenues are categorized as interest income and financial services. NextBank is primarily responsible for fulfilling the services to clients, bears risks on its loan products, has discretion in establishing the price, hence it acts as principal, and recognizes revenues at the gross amount received for the services. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due, unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Financial services are categorized as follows: - Origination fee is recognized at point of time when the loan contract is mutually originated between a customer and the Company. - Deposit account fees and other administrative fees are generally recognized upon completion of services (wire in/out processing |
Going Concern
Going Concern | 6 Months Ended |
Aug. 31, 2022 | |
Going Concern [Abstract] | |
Going Concern | Note 2 - Going Concern As of August 31, 2022, and February 28, 2022, the Company had an accumulated deficit of $54.01 million and $39.17 million, respectively. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. We have limited financial resources. As of August 31, 2022, we have working capital of $6.75 million. Our monthly cash requirement is approximately $1.4 million. The monthly cash requirement decreased by approximately $0.4 million beginning May 1, 2022 as a result of the proposed sale of Reinhart/Zappware and NextTrip. We will need to raise additional capital or borrow loans to support the on-going operations, increase market penetration of our products, expand the marketing and development of our technology driven products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, and systems for managing the business including covering other operating costs until our planned revenue streams from all businesses and products are fully implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, would negatively impact our business, financial condition, and liquidity. We currently have limited resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business and ability to continue as a going concern. Management’s plans with regard to this going concern are as follows: (i) the Company plans to continue to raise funds with third parties by way of public or private offerings, (ii) the Company is working aggressively to increase the viewership of its FinTech and gaming products by promoting it across other mediums; (iii) the Company expects growth in revenue from interest and non-interest income through organic growth and new business initiatives in the finance and technology division; (iv) the Company is seeking an additional funding with lower cost to refinance the existing loans; and (v) the Company is tightening its spending on expenses, which is expected to help in the cost reduction of the operations. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan and generate greater revenues. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. |
Notable Financial Information
Notable Financial Information | 6 Months Ended |
Aug. 31, 2022 | |
Notable Financial Information [Abstract] | |
Notable Financial Information | Note 3 – Notable Financial Information Short term investment As of August 31, 2022 and February 28, 2022, NextBank had short-term certificate of deposit of $0.3 million and $0.3 million, respectively, with an original maturity in November 2022, and an interest rate of 0.05% per annum. Loans Receivable Loans receivable related to the provision of traditional banking services in niche-focused businesses, including commercial and residential real estate and the origination and sale of loans and receivables financing, among other types of lending services of NextBank. As of August 31, 2022 and February 28, 2022, the Company had loans receivable of $22.0 million and $17.3 million, respectively, and the allowance for loan losses of $0.4 million and $0.1 million, respectively. The interest rate ranges from 5.5% to 17.9%. As of August 31, 2022, most of the loans were performing, and a general allowance was established at appropriate rate on the principal amount outstanding at year end. Due to limited outstanding loans, they are analyzed one by one to determine if the general reserve covers the related risk of such loans. As of August 31, 2022, the Company’s management deemed the reserve as sufficient when compared to the risk assessment. As of August 31, 2022, there were loans placed on a non-accrual basis of $0.04 million. Unbilled Receivables As of August 31, 2022 and February 28, 2022, the Company had unbilled receivables of $0.006 million and $0.002 million, respectively. Prepaid Expenses and Other Current Assets As of August 31, 2022 and February 28, 2022, the Company had prepaid expenses of $0.9 million and $0.5 million, respectively. As of August 31, 2022 and February 28, 2022, the Company had other current assets of $0.3 million and $0.3 million respectively. Convertible Notes Receivable, Related Party, net As of August 31, 2022 and February 28, 2022, the Company had Convertible Notes Receivable, related party, net allowance for expected credit loss of $4.6 million relating to receivables from Axion. As of August 31, 2022 and February 28, 2022, the allowance for expected credit loss was $3.1 million. Goodwill The Company had total goodwill as allocated to units as follows: Reporting unit August 31, February 28, HotPlay $ 2,125,648 $ 4,209,381 Longroot 6,634,936 7,966,005 NextBank 10,979,453 15,774,168 Total $ 19,740,037 $ 27,949,554 As a result of completion of fair value assessment of certain acquisitions during this period, the Company has reassigned the goodwill to the reporting units to reflect the change in fair value of net assets acquired. Computers, Furniture and Equipment As of August 31, 2022 and February 28, 2022, the Company had net computers, furniture and equipment of $0.3 million and $0.4 million, of which $0.4 million and $0.1 million included depreciation expense, respectively. Operating Lease Right-to-Use asset and Operating Lease Liability The Company’s lease agreements are for office space used in its operation. The following schedule represents outstanding balance of operating lease Right-to-Use asset and operating lease liability of the Company as of August 31, and February 28, 2022, respectively: Operating lease Right-to-Use asset August 31, February 28, Net Carrying Value $ 553,467 $ 1,894,654 Operating lease liability August 31, February 28, Current portion $ 190,652 $ 218,181 Noncurrent portion 383,908 1,543,627 Totals $ 574,560 $ 1,761,808 Accounts Payable and Accrued Expenses As of August 31, 2022 and February 28, 2022, the Company had accounts payable of $2.7 million and $1.9 million, respectively. As of August 31, 2022 and February 28, 2022, the Company had accrued expenses of $4.2 million and $2.8 million, respectively. Other Liabilities – Customer Demand Deposits Payable As of August 31, 2022 and February 28, 2022, the Company had other current liabilities – customer demand deposits payable of $25.8 million and $7.5 million, respectively, relating to NextBank. As of August 31, 2022, the Company had interest and non-interest- bearing deposits received from customers with interest rates ranging from 0% to 4% payable per annum. Line of credit and notes payable As of August 31, 2022, and February 28, 2022, the Company had a Line of credit and notes payable of $5.2 million and $4.5 million, respectively, relating to McCarthy Tetrault LLP. The notes payable are unsecured, accrue interest at a rate of 18% per annum. The first note matured on July 31, 2022, and the second note matured on September 1, 2022. The Company is in the process of re-negotiating the payment schedules. Short Term Note Payable – Related Parties As of August 31, 2022, and February 28, 2022, the Company had a short term note payable – related party of $0.7 million and $0.8 million, respectively, relating to Tree Roots Entertainment and Magnolia Quality Development Corporation Limited. The notes payable are unsecured, accrue interest at a rate of 9.00% - 9.75% per annum, and are due at call. Long Term Note Payable – Related Parties As of August 31, 2022 and February 28, 2022, the Company had a long term note payable – related party of $0 and $1.0 million, respectively, mainly related to note payable of preferred dividends in arrears which was repaid during the six-months ended August 31, 2022. The note payable had an interest rate of 12% per annum, compounded monthly at the end of calendar month, with such interest payable at maturity or upon conversion. Revenue Disaggregation of revenue information was as follows: August 31, August 31, NextFinTech Interest income $ 768,777 153,338 Financial services 154,171 140,019 Total revenue $ 922,948 293,357 |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Aug. 31, 2022 | |
Acquisitions and Dispositions [Abstract] | |
Acquisitions and Dispositions | Note 4 – Acquisitions and Dispositions Reinhart Interactive TV AG and Zappware N.V. Acquisition On January 15, 2021, we entered into a Founding Investment and Subscription Agreement (the “Investment Agreement”) with Reinhart, and Jan C. Reinhart, the founder of Reinhart (“Founder”). The Investment Agreement contemplated the Company acquiring 51% of the ownership of Reinhart, in consideration for 10,000,000 Swiss Francs (approximately $10.7 million US). On March 31, 2021, the Company paid the founder $10.7 million in cash and received the transfer of the shares on June 23, 2021. As of June 23, 2021, all the closing conditions had been satisfied and this transaction was completed. During the six-month period ended August 31, 2022, the Company completed the fair value assessment (Purchase Price Allocation) of the net identifiable assets and liabilities assumed by an independent appraiser. The fair value assessment was taken into account the entirety of the valuation of the acquired company and therefore resulted in the increase in fair value of intangible assets which is developed software and non-controlling interests. In order to reflect the adjustment to the provisional value of the identifiable assets and liabilities of Reinhart Interactive TV AG and Zappware N.V. at the acquisition date, the adjustments were made as follows: As of June 23, 2021 Provisional Increase Adjusted Assets acquired Cash and cash equivalents $ 3,086,212 - 3,086,212 Current assets 8,083,041 - 8,083,041 Right-of-use assets 2,537,789 - 2,537,789 Non-current assets 6,681,714 1,413,272 8,094,986 Liabilities assumed Current liabilities (9,931,882 ) - (9,931,882 ) Lease liabilities (2,537,789 ) - (2,537,789 ) Non-current liabilities (302,815 ) - (302,815 ) Total identifiable net assets 7,616,270 1,413,272 9,029,542 Add: Goodwill 3,091,490 8,874,576 11,966,066 Fair value of non-controlling interests - (10,287,848 ) (10,287,848 ) Total fair value of purchase consideration 10,707,760 - 10,707,760 As of August 31, 2022, with regards to the strategic decision sale of Reinhart/Zappware in 2022, assets and liabilities including goodwill of Zappware and Reinhart, were presented in assets and liabilities held for sale at the balance sheet date. NextBank International (formerly IFEB) Acquisition On April 1, 2021, the Company entered into a Bill of Sale for Common Stock, effective March 22, 2021 (the “Bill of Sale”), with certain third parties, pursuant to which the Company agreed to purchase 2,191,489 shares (the “IFEB Shares”) of authorized and outstanding Class A Common Stock of International Financial Enterprise Bank, Inc., a Puerto Rico corporation licensed as an Act 273-2012 international financial entity headquartered in San Juan Puerto Rico (“IFEB”), representing 57.16% of the outstanding Class A Common Stock of IFEB. The purchase price of the IFEB Shares was $6,400,000, which amount was paid to the sellers on April 1, 2021. On May 6, 2021, the Company and IFEB entered into a Preferred Stock Exchange Agreement, which was amended by a First Amendment to Preferred Stock Exchange Agreement entered into May 10, 2021 and effective May 6, 2021, pursuant to which the Company agreed to exchange 1,950,000 shares of the Company’s common stock for 5,850 shares of cumulative, non-compounding, non-voting, non-convertible, perpetual Series A Preferred shares of IFEB. On July 21, 2021, the Company entered into, and closed the transactions contemplated by, a Share Exchange Agreement with various other holders of shares of Class A Common Stock of IFEB (the “Additional Sellers” and the “IFEB Exchange Agreement”). Pursuant to the IFEB Exchange Agreement, the Additional Sellers exchanged an aggregate of 1,648,614 of the outstanding Class A Common Stock of IFEB, representing 42.94% of such outstanding Class A Common Stock of IFEB, in consideration for an aggregate of 1,926,750 restricted shares of the Company’s common stock (the “IFEB Common Shares”), with each one share of Class A Common Stock of IFEB being exchanged for 1.168 restricted shares of common stock of the Company, based on an agreed upon value of $2.50 per share for each share of Company common stock and $2.92 per share for each share of Class A Common Stock of IFEB. As a result of the closing of both transactions, we acquired control of 100% of IFEB as of July 21, 2021. The following table summarizes the fair value of consideration transferred: Cash $ 6,400,000 Common stock (1,925,581 shares $2.03, closing price of NXTP common stock on July 21, 2021) $ 3,908,929 Fair value of consideration paid $ 10,308,929 During the six-month period ended August 31, 2022, the Company completed the fair value assessment of the net identifiable assets and liabilities assumed by an independent appraiser which primarily resulted in a decrease in goodwill due to the change in fair value of purchase consideration. During the year ended February 28, 2022, the purchase consideration of common stock was calculated based on $2.50 per share, according to the IFEB Exchange Agreement. Considering fair value of consideration paid, the share price of NXTP common stock has been adjusted to its closing price as of closing date of the acquisition on July 21, 2021 without any changes in number of shares issued. As a result, the change in purchase consideration were adjusted by $0.9 million to reflect the fair value as of July 21, 2021 by recognizing the adjustment in additional paid-in capital in consolidated statement of stockholders’ equity. In order to reflect the adjustment to the provisional value of the identifiable assets and liabilities of NextBank International (formerly IFEB) at the acquisition date, the adjustments were made as follows: As of July 21, 2021 Provisional Increase Adjusted Assets acquired Cash and cash equivalents $ 7,039,001 483,930 7,522,931 Current assets 7,584,013 (483,930 ) 7,100,083 Non-current assets 148,842 - 148,842 Liabilities assumed Current liabilities (11,474,443 ) - (11,474,443 ) Non-current liabilities - - - Total identifiable net assets 3,297,413 - 3,297,413 Adjustment: Goodwill 7,916,540 (905,024 ) 7,011,516 Total fair value of purchase consideration $ 11,213,953 (905,024 ) 10,308,929 Sales plan - Reinhart Digital TV (Zappware) and NextTrip to TGS Esports, Inc In connection with the potential sale plan, the Company has reclassified assets and liabilities to present as held for sale. As of August 31, 2022, the Company has classified goodwill and intangible assets as held for sale in current assets as follows: As of August 31, 2022 Reinhart NextTrip Total Goodwill Carrying amount $ 23,887,059 $ 1,295,400 25,182,459 Accumulated translation adjustment (394,795 ) — (394,795 ) Impairment loss (8,936,142 ) (1,295,400 ) (10,231,542 ) Goodwill, net $ 14,556,122 $ — $ 14,556,122 Intangible assets Net book value $ 9,295,223 $ 4,131,091 13,426,314 Impairment loss — (1,681,873 ) (1,681,873 ) Valuation adjustment of held-for-sale assets (5,430,273 ) 1,605,694 (3,824,579 ) Intangible assets, net $ 3,864,950 $ 4,054,912 $ 7,919,862 The fair value completion of the acquisition of Reinhart/Zappware and Reverse Acquisition disclosed in Note 1 and 4 resulted in an increase in goodwill of $8.2 million and intangible assets of $1.8 million for Reinhart/Zappware and increase in intangible assets of $10 thousand for NextTrip. During the six-month period ended August 31, 2022, the Company performed the impairment assessment and recognized the impairment loss in operation loss from discontinued operations to reflect the expected recoverable amount upon the classification to held-for-sale assets, comprised of impairment loss on intangible assets of NextTrip amounting to $0.5 million, and impairment loss on goodwill of Reinhart/Zappware, amounting to $0.1 million and has recorded the valuation adjustment of held-for-sale assets in operation loss from discontinued operations amounting to $3.8 million. As of February 28, 2022, the Company has reclassified goodwill and intangible assets as held for sale in non-current assets as follows: As of February 28, 2022 Reinhart NextTrip Total Goodwill Carrying amount $ 16,818,456 $ 5,191,082 $ 22,009,538 Accumulated translation adjustment (844,568 ) — (844,568 ) Impairment loss (4,977,023 ) (5,191,082 ) (10,168,105 ) Goodwill, net $ 10,996,865 $ — $ 10,996,865 Intangible assets Net book value $ 6,468,491 $ 2,525,142 8,993,633 Impairment loss — (1,215,746 ) (1,215,746 ) Intangible assets, net $ 6,468,491 $ 1,309,396 $ 7,777,887 During the year ended February 28, 2022, the Company performed the impairment assessment and recognized the impairment loss for goodwill and intangible assets of Reinhart/Zappware and NextTrip units, as we assessed that the fair value from expected recoverable selling price was lower than the book value, therefore recorded impairment on goodwill amounted to $10.2 million, comprised Reinhart/Zappware in amount $5.0 million and NextTrip in amount $5.2 million and impairment loss on intangible assets of NextTrip amounting to $1.2 million. The business of NextTrip represented the entirety of the NextTrip operating segment and Reinhart Digital TV was a part of NextMedia operating segment until February 28, 2022. Comparative figures included in the accompanying condensed consolidated financial statements have been reclassified as held for sale related to Reinhart/Zappware and NextTrip to conform with current period presentation. The detail of assets and liabilities classified as held for sale as of August 31, 2022 and February 28, 2022 were as follows: Reinhart/Zappware August 31, February 28, Assets Cash and cash equivalent $ 1,093,770 2,185,719 Accounts receivable, net 986,233 839,612 Unbilled receivables 1,911,822 3,275,229 Other receivable — 3,251 Work in progress 513,020 691,863 Prepaid expenses and other current assets 121,357 123,084 Intangible assets, net 3,864,950 — Goodwill, net 14,556,122 — Computers, furniture and equipment, net 68,051 — Operating lease right-of-use asset 2,189,153 — Security deposits 58,155 — Total current assets held for sale 25,362,633 7,118,758 Intangible assets, net — 6,468,491 Goodwill, net — 10,996,865 Computers, furniture and equipment, net — 149,791 Operating lease right-of-use asset — 2,067,942 Security deposits — 71,401 Total non current assets held for sale — 19,754,490 Total assets $ 25,362,633 26,873,248 Liabilities Line of credit and notes payable, net $ 2,624,216 2,878,274 Accounts payable and accrued expenses 4,012,059 3,557,080 Other current liabilities — 264,905 Deferred revenue 539,206 2,040,787 Current portion of operating lease liability 2,189,152 493,622 Total current liabilities held for sale 9,364,633 9,234,668 Line of Credit and Notes Payable Long Term, net — 270,808 Operating lease liability, net of current portion — 1,574,320 Other long term liability — 28,761 Total non current liabilities held for sale — 1,873,889 Total liabilities $ 9,364,633 11,108,557 Net asset $ 15,998,000 15,764,691 NextTrip August 31, February 28, Assets Cash and cash equivalent $ 130,085 151,122 Accounts receivables, net — 1,056 Other receivables — 1,197 Prepaid expenses and other current assets 50,799 60,861 Advance for investments 50,000 — Intangible assets, net 4,054,912 — Computers, furniture and equipment, net 24,364 — Operating lease right-of-use asset 1,003,239 — Security deposits 15,000 — Total current assets held for sale 5,328,399 214,236 Intangible assets, net — 1,309,396 Computers, furniture and equipment, net — 41,671 Security deposits — 15,000 Total non current assets held for sale — 1,366,067 Total assets $ 5,328,399 1,580,303 Liabilities Accounts payable and accrued expenses 832,365 315,595 Deferred revenue 915,643 157,790 Current portion of operating lease liability 1,039,391 — Total current liabilities held for sale 2,787,399 473,385 Total liabilities $ 2,787,399 473,385 Net asset 2,541,000 1,106,918 Total assets and August 31, February 28, Assets Cash and cash equivalent 1,223,855 2,336,841 Accounts receivables, net 986,233 840,668 Unbilled receivables 1,911,822 3,275,229 Other receivables — 4,448 Work in progress 513,020 691,863 Prepaid expenses and other current assets 172,156 183,945 Advance for investments 50,000 — Intangible assets, net 7,919,862 — Goodwill, net 14,556,122 — Computers, furniture and equipment, net 92,415 — Operating lease right-of-use asset 3,192,392 — Security deposits 73,155 — Total current assets held for sale 30,691,032 7,332,994 Intangible assets, net — 7,777,887 Goodwill, net — 10,996,865 Computers, furniture and equipment, net — 191,462 Operating lease right-of-use asset — 2,067,942 Security deposits — 86,401 Total non current assets held for sale — 21,120,557 Total assets 30,691,032 28,453,551 Liabilities Line of credit and notes payable, net 2,624,216 2,878,274 Accounts payable and accrued expenses 4,844,424 3,872,675 Other current liabilities — 264,905 Deferred revenue 1,454,849 2,198,577 Operating lease liability 3,228,543 493,622 Total current liabilities held for sale 12,152,032 9,708,053 Line of Credit and Notes Payable Long Term, net — 270,808 Operating lease liability, net of current portion — 1,574,320 Other long term liability — 28,761 Total non current liabilities held for sale — 1,873,889 Total liabilities 12,152,032 11,581,942 Net asset 18,539,000 16,871,609 The Consideration expected to be received by the Company upon closing of the transaction – Nonvoting convertible preferred shares of TGS compared with net book value of selling assets as of August 31, 2022 were as follows: Net asset of Reinhart/Zappware as of August 31, 2022 15,998,000 Net asset of NextTrip as of August 31, 2022 2,541,000 Total net asset 18,539,000 Additional cash contribution to TGS per agreement 3,000,000 Cash transferred to NextTrip in May 2022 (1,500,000 ) 1,500,000 Less: Fair value of Reinhart/Zappware – non-controlling interest (7,839,000 ) Consideration expected to be received - Nonvoting convertible preferred shares of TGS 12,200,000 The operating results of held-for-sale entities included in the Company’s Statement of Comprehensive Income for the six-month and three-month period ended August 31, 2022 were as follows: For the six-month ended August 31, 2022 Reinhart/ NextTrip Total Revenue $ 6,336,398 $ 366,016 $ 6,702,414 Cost of Revenue 1,404,945 252,045 1,656,990 Gross Profit $ 4,931,453 $ 113,971 $ 5,045,424 Operating expenses 3,809,934 2,199,791 6,009,725 Valuation adjustment of held-for-sale assets 5,430,273 (1,605,694 ) 3,824,579 Impairment loss 63,436 466,128 529,564 Other Expense/(income) 147,864 30,783 178,647 Net profit (loss) before tax for the period from discontinued operations $ (4,520,054 ) $ (977,037 ) $ (5,497,091 ) Estimated corporate taxes $ — $ — $ — Net profit (loss) after tax for the period from discontinued operations $ (4,520,054 ) $ (977,037 ) $ (5,497,091 ) Share loss of non-controlling interest (2,214,826 ) — (2,214,826 ) Net loss from discontinued operation attributable to parent (2,305,228 ) (977,037 ) (3,282,265 ) Other Comprehensive (loss) income: Currency Translation from discontinued operation $ (1,083,361 ) $ — $ (1,083,361 ) Comprehensive (loss) income $ (5,603,415 ) $ (977,037 ) $ (6,580,452 ) Currency translation allocated to: Equity holders of the Company $ 552,514 $ — $ 552,514 Non-controlling interests of the subsidiaries 530,847 — 530,847 $ 1,083,361 $ — $ 1,083,361 Total comprehensive (loss) income attributable to: Equity holders of the Company $ (2,857,741 ) $ (977,037 ) $ (3,834,778 ) Non-controlling interests of the subsidiaries (2,745,674 ) — (2,745,674 ) $ (5,603,415 ) $ (977,037 ) $ (6,580,452 ) For the three-month ended August 31, 2022 Reinhart/ NextTrip Total Revenue $ 2,308,736 $ 194,265 $ 2,503,001 Cost of Revenue 89,177 116,160 205,337 Gross Profit $ 2,219,559 $ 78,105 $ 2,297,664 Operating expenses 2,068,901 1,028,531 3,097,432 Valuation adjustment of held-for-sale assets 5,430,273 (1,605,694 ) (3,824,579 ) Other Expense/(Income) 94,084 (29,586 ) 64,498 Net profit (loss) before tax for the period from discontinued operations $ (5,373,699 ) $ 684,854 $ (4,688,845 ) Estimated corporate taxes $ — $ — $ — Net profit (loss) after tax for the period from discontinued operations $ (5,373,699 ) $ 684,854 $ (4,688,845 ) Share profit of non-controlling interest (2,633,112 ) — (2,633,112 ) Net profit (loss) from discontinued operation attributable to parent (2,740,587 ) 684,854 (2,005,733 ) Other Comprehensive (loss) income: Currency Translation from discontinued operation $ (336,780 ) $ — $ (336,780 ) Comprehensive (loss) income $ (5,710,479 ) $ 684,854 $ (5,025,625 ) Currency translation allocated to: Equity holders of the Company $ 171,758 $ — $ 171,758 Non-controlling interests of the subsidiaries 165,022 — 165,022 $ 336,780 $ — $ 336,780 Total comprehensive (loss) income attributable to: Equity holders of the Company $ (2,912,344 ) $ 684,854 $ (2,227,490 ) Non-controlling interests of the subsidiaries (2,798,135 ) — (2,798,135 ) $ (5,710,479 ) $ 684,854 $ (5,025,625 ) For the six-month ended August 31, 2021 Reinhart/ NextTrip Total Revenue $ 2,317,036 $ 36,890 $ 2,353,926 Cost of Revenue 1,152,770 34,231 1,187,001 Gross Profit $ 1,164,266 $ 2,659 $ 1,166,925 Operating expenses 1,748,536 504,182 2,252,718 Other Expense 72,387 (27,011 ) 45,376 Net loss before tax for the period from discontinued operations $ (656,657 ) $ (474,512 ) $ (1,131,169 ) Estimated corporate taxes $ 52,755 $ - $ 52,755 Net loss after tax for the period from discontinued operations $ (603,902 ) $ (474,512 ) $ (1,078,414 ) Share profit of non-controlling interest (295,912 ) - (295,912 ) Net loss from discontinued operation attributable to parent (307,990 ) (474,512 ) (782,502 ) Other Comprehensive loss: Currency Translation from discontinued operation $ (262,567 ) $ - $ (262,567 ) Comprehensive loss $ (866,469 ) $ (474,512 ) $ (1,340,981 ) Currency translation allocated to: Equity holders of the Company $ (133,909 ) $ - $ (133,909 ) Non-controlling interests of the subsidiaries (128,658 ) - (128,658 ) $ (262,567 ) $ - $ (262,567 ) Total comprehensive (loss) income attributable to: Equity holders of the Company $ (570,557 ) $ (474,512 ) $ (1,045,069 ) Non-controlling interests of the subsidiaries (295,912 ) - (295,912 ) $ (866,469 ) $ (474,512 ) $ (1,340,981 ) For the three-month ended August 31, 2021 Reinhart/ NextTrip Total Revenue $ 2,317,036 $ 36,890 $ 2,353,926 Cost of Revenue 1,152,770 34,231 1,187,001 Gross Profit $ 1,164,266 $ 2,659 $ 1,166,925 Operating expenses 1,748,536 504,182 2,252,718 Other Expense 72,387 (27,011 ) 45,376 Net loss before tax for the period from discontinued operations $ (656,657 ) $ (474,512 ) $ (1,131,169 ) Estimated corporate taxes $ 52,755 $ - $ 52,755 Net loss after tax for the period from discontinued operations $ (603,902 ) $ (474,512 ) $ (1,078,414 ) Share profit of non-controlling interest (295,912 ) - (295,912 ) Net loss from discontinued operation attributable to parent (307,990 ) (474,512 ) (782,502 ) Other Comprehensive loss: Currency Translation from discontinued operation $ (262,567 ) $ - $ (262,567 ) Comprehensive loss $ (866,469 ) $ (474,512 ) $ (1,340,981 ) Currency translation allocated to: Equity holders of the Company $ (133,909 ) $ - $ (133,909 ) Non-controlling interests of the subsidiaries (128,658 ) - (128,658 ) $ (262,567 ) $ - $ (262,567 ) Total comprehensive (loss) income attributable to: Equity holders of the Company $ (570,557 ) $ (474,512 ) $ (1,045,069 ) Non-controlling interests of the subsidiaries (295,912 ) - (295,912 ) $ (866,469 ) $ (474,512 ) $ (1,340,981 ) The net cashflow of held-for-sale entities are included in the Company’s cash flow statement for the six-month period ended August 31, 2022 and 2021 were as follows: For the six-month ended August 31, 2022 Reinhart/ NextTrip Total Net cash flows from operating activities 1,790,926 1,178,085 2,969,011 Net cash flows used in investing activities (2,754,585 ) (2,699,122 ) (5,453,707 ) Net cash flows from (used in) financing activities (128,290 ) 1,500,000 1,371,710 Net decrease in cash and cash equivalent $ (1,091,949 ) $ (21,037 ) $ (1,112,986 ) For the six-month ended August 31, 2021 Reinhart/ NextTrip Total Net cash flows from operating activities $ 7,938,801 2,052,310 9,991,111 Net cash flows used in investing activities (9,899,377 ) (2,048,753 ) (11,948,130 ) Net cash flows from financing activities 3,453,686 - 3,453,686 Net increase in cash and cash equivalent $ 1,493,110 3,557 1,496,667 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Aug. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Related Party Transactions Parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control or joint control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa. Name of related parties Relationship with the Company Red Anchor Trading Corporation (“RATC”) A shareholder of the Company and controlled by a Co-CEO of the Company and a director of the Company Tree Roots Entertainment Group Company Limited (“TREG”) A significant shareholder of the Company Axion Ventures Inc. (“Axion”) An entity shareholding by a Co-CEO of the Company Axion Interactive Inc. (“AI”) A subsidiary of Axion HotNow (Thailand) Company Limited (“HotNow”) An entity controlled by a Co-CEO of the Company True Axion Interactive Company Limited (“TAI”) An entity shareholding by a Co-CEO of the Company Magnolia Quality Development Corporation Limited (“MQDC”) A significant shareholder of TREG, which is a significant shareholder of the Company Nithinan Boonyawattanapisut Co-CEO of the Company, and a shareholder of the Company, RATC, HotNow, Axion and TAI Immediate Family Member Immediate family member with executive officer of the Company Other than disclosed elsewhere, the Company had the following significant related party transactions for the six months ended August 31, 2022 and August 31, 2021: For the six months ended August 31, August 31, Payment of contract cost: HotNow (Thailand) Company Limited $ — 499,843 Payment of loan interest Magnolia Quality Development Corporation Limited — 21,097 Tree Roots Entertainment Group Company Limited — 22,077 General and admin expense: HotNow (Thailand) Company Limited 237,436 — Rental expense: Tree Roots Entertainment Group Company Limited — 54,078 Technology and development expense: HotNow (Thailand) Company Limited 1,068 — Operating expense: HotNow (Thailand) Company Limited — 188,492 Interest expense of loan from: HotNow (Thailand) Company Limited 634 — Magnolia Quality Development Corporation Limited 19,606 21,446 Tree Roots Entertainment Group Company Limited $ 14,160 51,262 The Company had the following related party balances as of August 31, 2022 and February 28, 2022: Nature August 31, February 28, Amounts due from related parties: HotNow (Thailand) Company Limited Other receivable — 155,425 Total $ — 155,425 Amounts due to related parties: HotNow (Thailand) Company Limited Account payable 312 393 Accrued expense 1,071 — Magnolia Quality Development Corporation Limited Accrued expense 15,530 3,169 Tree Roots Entertainment Group Accrued expense 41,627 32,700 Axion Interactive Inc. Accrued expense 1,770 1,770 Red Anchor Trading Corporation Account payable — 395,782 Total $ 60,310 433,814 Notes payable: Magnolia Quality Development Corporation Limited 411,647 459,024 Tree Roots Entertainment Group 274,431 306,016 Immediate Family Member — 966,314 Total $ 686,078 1,731,354 Significant agreements with related parties On March 24, 2021, HotPlay Thailand entered into a short-term loan with MQDC for $480,000 (15,000,000 Thai Baht) with an interest rate of 9% per annum, which is payable on demand and unsecured. Accrued interest on this loan was $6,619 as of August 31, 2022. During June and July 2020, HotPlay Thailand entered into a short-term loan with TREG for the aggregate principal amount of $543,000 (17,000,000 Thai Baht) with an interest rate of 9.75% per annum, which is payable on demand and unsecured. Accrued interest on this loan was $4,780 as of August 31, 2022. On May 31, 2021, HotPlay Thailand repaid 7,000,000 Thai Baht (approximately $223,000 US) in connection with the short-term loan from TREG. Next Bank currently holds a $705,000 loan that was purchased in 2020 at a discounted purchase price of $647,776, when NextBank was not partially or wholly owned by the Company. The borrower is an entity affiliated with a current member of the Bank’s board of directors. The loan bears interest at an annual rate of 10%. It is expected to be fully collected in Q3 FY2023. As of August 31, 2022, the outstanding balance was $705,000. Significant agreements with management of the Company On August 19, 2021, the Company entered into Intellectual Property Purchase Agreements with Fighter Base Publishing Inc. (“Fighter Base”) and Inc. (“Token IQ”, and together with Fighter Base, the “IP Sellers”), dated as of the same date (each an “IPP Agreement”, and together the “IPP Agreements”). Pursuant to the IPP Agreements, the Company agreed to acquire certain intellectual property owned by Fighter Base (relating to the games industry) and by Token IQ (relating to the distributed ledger industry), both of which entities are owned and controlled by Mark Vange, the Chief Technology Officer of the Company. Pursuant to the Fighter Base IPP Agreement, the intellectual property to be acquired thereunder has a mutually agreed upon value of $5 million, which will be paid by the Company by way of the issuance to Fighter Base of 1,666,667 restricted shares of Company common stock (valued at $3 per share of common stock). Pursuant to the Token IQ IPP Agreement, the intellectual property to be acquired thereunder has a mutually agreed upon value of $5 million, which will be paid by the Company by way of the issuance to Token IQ of 1,250,000 restricted shares of Company common stock (valued at $4 per share of common stock). Pursuant to the IPP Agreements, in the event that the shares of Company common stock issued in connection with the foregoing transactions are still restricted after closing of such transactions, the Company shall file a registration statement with the SEC to register such shares for resale by their respective owners (Token IQ and Fighter Base, as applicable). The Token IQ IPP Agreement includes the right for Token IQ to license the intellectual property purchased thereunder to third parties, with the approval of the Company, which shall not be unreasonable withheld, provided that any licenses are non-transferable, non-sublicensable and non-exclusive, and that the licenses will not compete with the Company. Any consideration received by Token IQ from such licenses will be split 50/50 between the Company and Token IQ. On May 2, 2022, the Company completed such assets acquisitions from Fighter Base and Token IQ, and pursuant to the terms of the respective IPP Agreements, the Company issued shares of its common stock as consideration for the purchase from Fighter Base and Token IQ in the amount of 1,666,667 and 1,250,000 shares, respectively. The Company recorded at fair value of the common stock issued on May 2, 2022, at a closing price $0.415 per share, as intangible asset under development, as of the recognition date and as of August 31, 2022 the balance amounted to $1,210,417. |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 6 Months Ended |
Aug. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Affiliates | Note 6 – Investments in Unconsolidated Affiliates We assess the potential impairment of our investments when indicators such as a history of operating losses, negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value. Note 6.1 – Advances for investments Letter of Intent to Acquire Axion Shares On October 28, 2020, the Company entered into a non-binding Letter of Intent (as amended by the first amendment thereto dated March 10, 2021, the “Letter of Intent”) with Radiant Ventures Limited, which manages Radiant VC1 Limited and Radiant PV 1 Limited, two stockholders of Axion Ventures, Inc. (“Axion”). As discussed below, the Company acquired approximately 33.85% of Axion (provided that such ownership of Axion has not been formally transferred to the Company to date) on November 16, 2020, pursuant to the Axion Exchange Agreement (as defined in Note 7, below). Pursuant to the Letter of Intent, the Company agreed, subject to certain condition precedents, including regulatory approvals and the entry into material agreements with the sellers, to acquire approximately 12,000,000 shares of Axion, equal to 5.7% of Axion’s outstanding shares, from certain of its stockholders for approximately $2,000,000, payable in a combination of stock and cash. In connection with our entry into the Letter of Intent, we paid the sellers a $500,000 non-refundable deposit towards the cash purchase price of the shares in or around October 2020 (representing 25% of such purchase price). We also issued the sellers 235,000 shares of Company common stock in March 2021, representing an additional 25% of the purchase price. Both payments are non-refundable. A final payment of 50% of the purchase price is due 10 days after the British Columbia Securities Commission (“BCSC”) lifts a cease trade order on Axion’s shares and is payable at the option of the sellers in cash or shares of the Company’s common stock, based on a 20% discount to the Company’s stock price at the time the election to take such final payment in shares is made, provided that such stock price valuation will not be less than $2.00 per share and not more than $3.00 per share. The Letter of Intent was to be terminated if the final payment had not been made by the earlier of June 30, 2021 and 15 days after the BCSC lifts the Axion no trade order; however, the parties have verbally agreed to extend such date. The purchase is also contingent on the sellers granting the Company a proxy to vote the shares of Axion to be purchased through closing. The purchase remains subject to the negotiation of, and entry into, a definitive purchase agreement with the sellers, as well as other closing conditions, which have not been entered into and/or which have not been completed, to date. On August 11, 2022, the British Columbia Securities Commission (the “BCSC”) announced the revocation order, however, the securities of Axion will remain suspended from trading on the TSX Venture Exchange pending the completion of a reinstatement application to the TSX Venture Exchange. The management has closely monitored Axion’s trading status and will take further action once the stock resumes trading in an active market. As of August 31, 2022, total prepayment was $937,117 which is expected to be recovered in full. Letter of Intent of Potential acquisition of 100% of a Bank Holding Company On November 1, 2021, the Company signed a non-binding Letter of Intent to acquire 100% of the capital stock of a bank holding company which is the 100% owner of a community bank. In connection with the execution of the non-binding Letter of Intent, on November 10, 2021, the Company made a non-refundable deposit of $1,000,000 on behalf of itself and other parties to the acquisition (as discussed below), which shall be credited against the purchase price at closing, if completed. The acquisition, if completed, will be made with other parties, to be named subsequently, and it is expected that no individual party will acquire more than 24.9% of said bank holding company. There is no legal obligation between the parties with respect to the acquisition unless and until the parties enter into a definitive agreement with respect thereto. Closing of the transaction will be subject to regulatory approvals, amongst other things. The balance as of August 31, 2022 was in the amount of $1,000,000. Note 6.2 – Investment in Unconsolidated Affiliates Soma Innovation Lab Joint Venture On March 8, 2021, the Company entered into a Joint Venture Agreement with Soma Innovation Lab (“Soma”). Pursuant to the agreement, the parties agreed to form a joint venture for designing hyper-personalized experiences for targeted gamers. The agreement requires the Company to provide Soma the use of the HotPlay technology, assuming the Company acquire ownership of such technology as a result of the closing of the Company’s pending Share Exchange (as defined below), with HotPlay (as defined below), which technology is owned by HotPlay, and that the Company would issue the principals of Soma 72,000 shares of restricted common stock (valued at $180,000), of which $45,000 was earned immediately and the remaining shares will be earned at the rate of 6,000 per month. Pursuant to the agreement, Soma agreed to provide the Company use of an email client list and other services. The joint venture is owned 50/50 between us and Soma, with net profits/revenues paid pursuant to the same 50/50 split. In the event the joint venture achieves revenue in excess of expenses and the Company recovers the $180,000 value of the shares, then the Company agreed to issue Soma a bonus of 50,000 shares of restricted common stock. The joint venture (and agreement) each have a term of two years. The Company also agreed to use Soma for certain work to be performed on its websites and travel magazine and agreed to pay Soma $75,000 per month ($225,000 in aggregate) for such work, payable by way of the issuance of 90,000 shares of restricted common stock. As of August 31, 2022, no development and activity has been started. Soma is anticipated to continue the project with NextTrip after completion of the sale thereof to TGS. 6,142,856 shares of Bettwork Industries Inc. Common Stock (OTC Pink: BETW) On July 2, 2018, three Secured Convertible Promissory Notes aggregating $5,250,000, evidencing amounts we were owed by Bettwork Industries Inc. ( “Bettwork BETW On August 31, 2022, the 6,142,856 shares of Bettwork’s common stock held by the Company were trading at $0.0003 per share, valued at an aggregate of $1,843. Any change in fair value is recognized as other expense in statement of income as of August 31, 2022. Recruiter.com Group, Inc. formerly Truli Technologies Inc (OTCQB: RCRT) On August 31, 2016, the Company entered into a Marketing and Stock Exchange Agreement with Recruiter.com (“Recruiter”). The agreement required the Company to issue to Recruiter 75,000 shares of the Company’s common stock in exchange for 2,200 shares of Recruiter common stock. The Company issued to Recruiter an additional 75,000 shares of Company common stock for as a prepayment for marketing and advertising within the Recruiter platform. Recruiter was at that time a private company with a platform that companies and individuals use for employment placements. On January 15, 2019, pursuant to an Agreement and Plan of Merger / Merger Consideration, Truli Technologies Inc., which subsequently changed its name to Recruiter.com Group, Inc. (OTCQB: RCRT) (“Recruiter.com”), acquired Recruiter and Monaker exchanged its 2,200 shares in Recruiter for 139,273 shares of Recruiter.com common stock. During the year ended February 28, 2022, the Company sold in open market transactions 68,083 shares of Recruiter.com common stock. The sale of these shares resulted in a realized gain of $28,028 for the year ended February 28, 2022. The Company owned 3,461 shares of Recruiter’s common stock as of August 31, 2022. As of August 31, 2022, each share of Recruiter’s common stock was valued at $1.6 per share, which changed the fair value of the 3,461 shares of Recruiter common stock to $5,555. The net change in the fair value is recognized as other expense in statement of income as of August 31, 2022. Acquisition of Axion Shares The investment in affiliate at cost of $4,856,825 represents the Company’s acquisition of approximately 33.85% of Axion on November 16, 2020. Pursuant to the Axion Exchange Agreement (as defined in Note 7, below), which closed on November 16, 2020, the Axion Stockholders, exchanged ordinary shares of Axion equal to approximately 33.85% of the outstanding common shares of Axion, in consideration for 10,000,000 shares of Series B Convertible Preferred Stock of the Company, which automatically converted into 7,417,700 common shares of the Company on June 30, 2021. As of August 31, 2022, the outstanding amount of this investment was $4,415; there was no change in market price during the six-month period ended August 31, 2022. Also pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, the Company granted a warrant to Cern One Limited (one of the Axion Stockholders), to purchase 1,914,250 shares of the Company’s common stock, with an exercise price of $2.00 per share. The warrants vest on the earlier of (i) the date the Axion debt is fully repaid by Axion or (ii) the date that the Company obtains 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur before November 16, 2021 or the warrants will terminate. Because the vesting conditions had not been satisfied as of November 16, 2021, the warrants terminated automatically on such date pursuant to their terms. Accordingly, as of August 31, 2022, these warrants are no longer outstanding. See Note 7, below, for additional information regarding this transaction. |
Notes Receivable
Notes Receivable | 6 Months Ended |
Aug. 31, 2022 | |
Notes Receivable [Abstract] | |
Notes Receivable | Note 7 – Notes Receivable Current $7,657,024 Convertible Notes - Axion Debt Share Exchanges On July 23, 2020, the Company entered into a Share Exchange Agreement (as amended from time to time, the “HotPlay Exchange Agreement” and the transactions contemplated therein, the “HotPlay Share Exchange”) with HotPlay and the stockholders of HotPlay (the “HotPlay Stockholders”). The transactions contemplated by the HotPlay Exchange Agreement were subject to certain closing conditions, including, the approval of the listing of the combined company’s common stock on the Nasdaq Capital Market following the closing. On November 12, 2020, the Company entered into an Amended and Restated Share Exchange Agreement (as amended by the first amendment thereto dated January 6, 2021, the “Axion Exchange Agreement”) with certain stockholders holding shares of Axion Ventures, Inc. (“Axion” and the “Axion Stockholders”) and certain debt holders holding debt of Axion (the “Axion Creditors”) (the “Axion Share Exchange,” and collectively with the HotPlay Exchange Agreement, the “Exchange Agreements” and the transactions contemplated therein, the “Share Exchanges”). The transactions contemplated by the Axion Exchange Agreement closed on November 16, 2020. Pursuant to the Axion Exchange Agreement, (a) the Axion Stockholders (including Cern One Limited (“Cern One”)), exchanged ordinary shares of Axion equal to approximately 33.85% of the then outstanding common shares of Axion, in consideration for 10,000,000 shares of Series B Convertible Preferred Stock of the Company (the “Series B Preferred Stock”); and (b) the Axion Creditors exchanged debt of Axion in the aggregate amount of $7,657,024 (the “Axion Debt”), for (i) 3,828,500 shares of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”); and (ii) a warrant, granted to Cern One, to purchase 1,914,250 shares of the Company’s common stock (the “Creditor Warrants”), which is only exercisable upon the occurrence of certain events (described below). Although the Axion Share Exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of the ownership of the Axion shares into its name, due to a trading suspension by the TSX Venture Exchange, which impacts Axion. The closing of the HotPlay Exchange Agreement on June 30, 2021 triggered the automatic conversion of the Company’s outstanding Series B Convertible Preferred Stock and Series C Convertible Preferred Stock into common stock of the Company. Specifically, effective June 30, 2021, the 10,000,000 shares of outstanding Series B Convertible Preferred Stock and 3,828,500 shares of outstanding Series C Convertible Preferred Stock automatically converted into 7,417,700 and 3,828,500 shares of common stock of the Company, respectively, in accordance with the terms of such preferred stock (the “Preferred Conversion”). The Creditor Warrants had cashless exercise rights, an exercise price of $2.00 per share and, a term of two years, beginning on the Vesting Date (defined below). The Creditor Warrants were scheduled to vest on the earlier of: (i) The date the Axion Debt is fully repaid by Axion, and (ii) the date that the Company obtains 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur before November 16, 2021, or the Creditor Warrants will terminate (as applicable, the “Vesting Date”). All of the Creditor Warrants were granted to Cern One. Because the vesting conditions had not been satisfied as of November 16, 2021, the warrants terminated automatically on such date pursuant to their terms. Accordingly, as of August 31, 2022, these warrants are no longer outstanding. On August 20, 2021, our counsel sent a demand letter for payment to Axion Ventures Inc., but the Company has not received a response in related to the demand letter. On September 1, 2021, the Company filed a claim in the Supreme Court of British Columbia demanding payment of $7,657,024. In November 2021, the Company commenced a new claim for the debt claimed to reflect the difference between what was owed and what the Company is claiming to avoid double-claiming. In February 2022, the court was receptive to loans related evidence (e.g. loan agreements, bank statements, board resolutions, etc.), and determined that it will be further resolved together with other Axion issues in the next trial. The summary trial judge has advised that he wishes to take case management over this and several related proceedings. It is anticipated that the trial of this action would be reset for 12 weeks sometime in 2023 or early 2024, a new trial date has not been determined. Document and oral discovery are ongoing, which will be necessary for the parties to make full disclosure on all issues. During fiscal year 2022, the Company recorded an allowance for credit losses for the principal amounted to $3.1 million and for the accrued interest receivable amounted to $0.2 million. As of August 31, 2022, the recoverable amount of Axion receivables net allowance for credit loss were $4.6 million. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Aug. 31, 2022 | |
Intangible Assets [Abstract] | |
Intangible Assets | Note 8 – Intangible Assets The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of August 31, 2022: Useful Life Cost Impairment Accumulated Amortization Net Carrying Value Software development costs 3.0 - 5.0 years $ 492,094 200,000 6,301 285,793 Trademark & License 1.0 - 20.0 years 6,214,698 - 1,327,304 4,887,394 CIP – Software development 11,328,518 - - 11,328,518 $ 18,035,310 200,000 1,333,605 16,501,705 Intangible assets are amortized on a straight-line basis over their expected useful lives, which is estimated to be 1-20 years. The expected useful lives are determined as to reflect the expected pattern of consumption of the future economic benefits embedded in the assets. Amortization expense related to website development costs and intangible assets, excluding amortization of debt issuance costs, was $0.1 million and $0.2 million for the six-month periods ended August 31, 2022 and 2021, respectively. Based on the carrying value of definite-lived intangible assets as of August 31, 2022, we estimate our amortization expense for the next five years will be as follows: As of August 31, 2022 Amortization 2023 $ 1,249,046 2024 1,729,261 2025 1,629,784 2026 565,096 2027 - $ 5,173,187 CIP – Software under development acquired from Go Game On June 30, 2021, the Company entered into a Securities Purchase Agreement (the “Go Game SPA”) with David Ng, an individual (the “Seller”). Pursuant to the Go Game SPA, the Company agreed to acquire a 37% interest in the capital stock of Go Game Pte Ltd, a Singapore private limited company (“Go Game”), a mobile game publisher and technology company, representing an aggregate of 686,868 shares of Go Game’s Class B Preferred shares (the “Initial Go Game Shares”). The Go Game SPA also includes an option whereby the Company can acquire additional shares of Go Game, as described in greater detail below. Pursuant to the Go Game SPA, the aggregate consideration to be paid for the Initial Go Game Shares is: (i) 6,100,000 shares of Series D Preferred Stock (representing $6.1 million of value, based on an aggregate liquidation preference of $6.1 million), and (ii) $5 million in cash, with $1.25 million paid on June 30, 2021, $1.25 million payable on or before July 31, 2021, and $2.5 million payable on or before September 30, 2021. Pursuant to the Go Game SPA, the Company was also granted an option (the “Go Game Option”), to purchase up to an additional 259,895 shares of Go Game’s Class B Preferred shares from the Seller (the “Option Shares”) (representing 14% of Go Game’s outstanding Class B Preferred shares, or 51% with the Initial Go Game Shares). The Go Game Option is subject to the Seller’s acquisition of the Option Shares subsequent to the date of the Go Game SPA. The Go Game Option is exercisable from time to time after the date that the shareholders of the Company have approved the issuance of shares of common stock upon conversion of the Series D Preferred Stock and in connection with the Go Game Option (the “Approval Date”), and prior to January 1, 2022. The per share consideration due in connection with an exercise of the Go Game Option is equal to $70 million, divided by the then number of outstanding shares of Go Game ($37.71 per share at the time the agreement was entered into) (the “Call Option Price”). The Call Option Price is to be satisfied by the issuance of shares of Company common stock valued based on the greater of (a) $2.35 per share and (b) 85% of the average of the closing prices of the Company’s common stock for the prior thirty days (the “30-Day Average”). The Seller agreed not to transfer the Option Shares from the date acquired through the exercise or expiration of the Go Game Option. Upon issuance of any shares of common stock upon exercise of the Go Game Option, the Seller agreed to enter into a lock-up agreement restricting any sales or transfers of any shares of common stock of the Company for a period of 18 months following the issuance date. We agreed pursuant to the Go Game SPA, that upon our purchase of the Initial Go Game Shares, that we would appoint the Seller to the board of directors of the Company, and that we would continue to nominate the Seller as a board nominee for appointment on the board of directors at each subsequent shareholder meeting of the Company, subject to certain exceptions, until the earlier of (i) Seller’s death; (ii) Seller’s resignation from the board of directors; (iii) the date that Seller is no longer qualified to serve as a member of the board of directors; (iv) the date the board of directors, acting in good faith, determines that the continued appointment of Seller to the board of directors would violate the fiduciary duties of such members of the board of directors; (v) the third anniversary of the acquisition of the Initial Go Game Shares; and (vi) the date that the Seller holds less than 2 million shares of Company common stock (including shares of common stock issuable upon conversion shares of Series D Preferred Stock held by Seller). On March 30, 2022, the Company, Go Game and the Seller entered into an asset purchase agreement (the “Asset Purchase Agreement”) which amends and restates in its entirety the Go Game SPA disclosed previously whereby Go Game agreed to sell and assign to the Company, and the Company agreed to purchase and assume from Go Game substantially all the assets and certain liabilities (but only to the extent such liabilities arise solely from activities or events that occur after the closing date) related to the goPlay platform (the “Go Game Assets”), together with a perpetual license to the goPay payment gateway (the “goPay License”). As consideration for purchase of the Go Game Assets and the receipt of the goPay License, the Company agreed to pay $5,000,000 (the “Purchase Price”) as follows: (i) A cash payment of $1,250,000, which was paid previously by the Company to Go Game/Seller following the execution of the Go Game SPA; (ii) A cash payment of $1,500,000 at closing by wire transfer of immediately available funds; and (iii) A cash payment of $2,250,000, which shall be payable monthly by the Company to Go Game with simple interest thereon at the rate of 12.0% per annum until March 31, 2023. No stock consideration of Go Game or the Company is being exchanged, as was previously contemplated under the Go Game SPA. In the event the Company defaults on its monthly cash payment obligations under (iii) above, the Company agrees that the Seller shall be given the absolute right to demand for the return by way of assigning, transferring, and delivering to Seller all of Purchaser’s right, title, ownership and interest in certain games and source code for goPay (without taking away the perpetual licensing right). For a period of six months following the closing, Go Game will provide transitional assistance to the Company to integrate the goPlay platform and associated game titles, together with the goPay payment gateway, at no additional charge. The goPay License allows the Company to exploit the goPay payment gateway to enhance the products and service offerings of the Company. The goPay License does not allow the Company to exploit and sublicense the goPay technology as a stand-alone product. Prior to the Closing (as defined below), Go Game was engaged in discussions with potential customers of the goPlay platform. At the Closing, the Company and Go Game entered into a revenue share agreement (the “Revenue Share Agreement”), pursuant to which Go Game shall refer such potential customers and any other potential customers to the Company, in exchange for a right to receive fifty percent (50%) of net revenues attributable to such sales. In addition, the Company and the Seller entered into a restrictive covenant agreement (the “Restrictive Covenant Agreement”), whereby Seller will agree to refrain from competing with the Company and soliciting the Company’s employees at the time of the closing and for a period of time thereafter in order to protect the Company’s legitimate business interests and goodwill in connection with the Asset Purchase Agreement. The consummation of the transactions contemplated by the Asset Purchase Agreement (the “Closing”) occurred on April 4, 2022, following the execution of the Asset Purchase Agreement on March 30, 2022. The acquired asset had a balance, as of August 31, 2022, in the amount $5,000,000 presented as intangible asset under development as it needed further development to align with its business use and purpose. The consideration paid as of May 21, 2022 amounted to $2,950,000. CIP – Software under development acquired from Fighter Base and Token IQ On August 19, 2021, the Company entered into the IPP Agreements with Fighter Base and Token IQ Inc., dated as of the same date. Pursuant to the IPP Agreements, the Company agreed to acquire certain intellectual property owned by Fighter Base (relating to the games industry) and by Token IQ (relating to the distributed ledger industry), both of which entities are owned and controlled by Mark Vange, the Chief Technology Officer of the Company. On May 2, 2022, the Company completed such assets acquisition from Fighter Base and Token IQ, and pursuant to the terms of the respective IPP Agreements, the Company issued shares of its common stock as consideration for the purchase from Fighter Base and Token IQ in the amount of 1,666,6667 |
Notes Payable
Notes Payable | 6 Months Ended |
Aug. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9 – Notes Payable Description As of As of Streeterville Capital, LLC $ 4,517,639 $ 4,053,736 Business Brokers, LLC 678,750 725,000 McCarthy Tetrault LLP 362,893 — Total 5,559,282 4,778,736 Less: Debt issuance cost (325,833 ) (315,265 ) Line of Credit and Notes Payable, net 5,233,449 4,463,471 Less: Current portion of Line of Credit and Notes Payable (5,233,449 ) (4,463,471 ) Line of Credit and Notes Payable Long Term, net $ — $ — Note Purchase Agreements: Streeterville Capital On November 23, 2020, the Company entered into a Note Purchase Agreement (the “November 2020 Note Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”), pursuant to which the Company sold Streeterville a Secured Promissory Note in the original principal amount of $5,520,000 (the “November 2020 Streeterville Note”). Streeterville paid consideration of an initial cash purchase price of $3,500,000 for the note and issued the Company a promissory note in the amount of $1,500,000 (the “November 2020 Investor Note”). The associated debt issuance costs of the note were $370,000 for total amount due $3,870,000. In addition to the $370,000 of debt issuance costs, the Company paid $245,000 for advisory fees, resulting in net proceeds to the Company of $3,255,000. The November 2020 Streeterville Note bore interest at a rate of 10% per annum and was scheduled to mature 12 months after the date of the note (i.e., on November 23, 2021). From time to time, beginning 6 months after issuance, Streeterville had the right to redeem a portion of the November 2020 Streeterville Note, not to exceed $0.8 million if the November 2020 Investor Note had not been funded and $1.25 million if the November 2020 Investor Note had been funded. In the event we did not pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount was to be added to the outstanding balance of the November 2020 Streeterville Note. Under certain circumstances the Company could defer the redemption payments up to three times, for a duration of 30 days each, provided that upon each such deferral the outstanding balance of the November 2020 Streeterville Note would increase by 2%. Subject to the terms and conditions set forth in the November 2020 Streeterville Note, the Company had the right to prepay all or any portion of the outstanding balance of the November 2020 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the November 2020 Streeterville Note remained outstanding, the Company agreed to pay to Streeterville 20% of the gross proceeds that the Company received from the sale of any of its common stock or preferred stock, which payments were to be applied towards, and would reduce, the outstanding balance of the November 2020 Streeterville Note, which percentage was to increases to 30% upon the occurrence of, and continuance of, an event of default under the November 2020 Streeterville Note (each an “Equity Payment”). Each time that we failed to pay an Equity Payment, the outstanding balance of the November 2020 Streeterville Note would automatically increase by 10%. Additionally, in the event we were to fail to timely pay any such Equity Payment, Streeterville had the right to seek an injunction which would prevent us from issuing common or preferred stock until or unless we paid such Equity Payment. The November 2020 Streeterville Note provided that if any of the following events had not occurred on or before April 30, 2021, the then outstanding balance of the note (including accrued and unpaid interest) would increase by an amount equal to 25% of the then-current outstanding balance thereof (the “April 2021 Note Increase”): (a) HotPlay must have become a wholly-owned subsidiary of the Company; (b) during the period beginning on July 21, 2020, and ending on the date that the HotPlay Share Exchange is consummated, HotPlay must have raised at least $15,000,000 in cash through equity investments; (c) upon consummation of the HotPlay Share Exchange, all outstanding debt owed by the Company to HotPlay must have either been forgiven by HotPlay or converted into the Company’s common stock; (d) HotPlay must have become a co-borrower on the November 2020 Streeterville Note; and (e) the Company must have paid off all outstanding debt obligations to the Donald P. Monaco Insurance Trust and National Bank of Commerce, in full (collectively, the “November 2020 Note Transaction Conditions”). Pursuant to the November 2020 Streeterville Note, we provided Streeterville a right of first refusal to purchase any promissory note, debenture or other debt instrument which we proposed to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that we provided Streeterville such right, and Streeterville did not exercise such right to provide such funding, the outstanding balance of the November 2020 Streeterville Note would increase by 3%. Each time, if ever, that we failed to comply with the terms of the right of first refusal, the outstanding balance of the November 2020 Streeterville Note would increase by 10%. Additionally, upon each major default described in the November 2020 Streeterville Note (i.e., the failure to pay amounts under the November 2020 Streeterville Note when due or to observe any covenant under the November 2020 Note Purchase Agreement (other than the requirement to make Equity Payments)) the outstanding balance of the November 2020 Streeterville Note would automatically increase by 15%, and for each other default, the outstanding balance of the November 2020 Streeterville Note would automatically increase by 5%, provided such increase could only occur three times each as to major defaults and minor defaults, and that such aggregate increase could not exceed 30% of the balance of the Streeterville Note immediately prior to the first event of default. In connection with the November 2020 Note Purchase Agreement and the November 2020 Streeterville Note, the Company entered into a Security Agreement with Streeterville (the “Security Agreement”), pursuant to which the obligations of the Company were secured by substantially all the assets of the Company, subject to a priority lien and security interest in the collateral of the Company. The November 2020 Investor Note, in the principal amount of $1,500,000, evidenced the amount payable by Streeterville to the Company as partial consideration for the acquisition by the Company of the November 2020 Streeterville Note. The November 2020 Investor Note accrued interest at the rate of 10% per annum, payable in full on November 23, 2021, subject to a 30-day extension exercisable at the option of Streeterville and could be prepaid at any time. The amount of the Investor Note has been offset against the amount of the November 2020 Streeterville Note in the balance sheet as of February 28, 2021, as both notes have substantially similar terms, and the Investor Note was provided in consideration for the acquisition of a portion of the November 2020 Streeterville Note. The November 2020 Investor Note was subsequently funded in full in January 2021. On March 22, 2021, we entered into a Note Purchase Agreement dated March 23, 2021 (the “March 2021 Note Purchase Agreement”) with Streeterville, pursuant to which the Company sold Streeterville a Secured Promissory Note in the original principal amount of $9,370,000 (the “March 2021 Streeterville Note”). Streeterville paid consideration of (a) $7,000,000 in cash; and (b) issued the Company a promissory note in the amount of $1,500,000 (the “March 2021 Investor Note”), in consideration for the March 2021 Streeterville Note, which included an original issue discount of $850,000 (the “OID”) and reimbursement of Streeterville’s transaction expenses of $20,000. A total of $700,000 of the OID was fully earned upon issuance and the remaining $150,000 was not fully earned until the March 2021 Investor Note was fully-funded by Streeterville, which occurred on May 26, 2021. The March 2021 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on March 23, 2022). From time to time, beginning six months after issuance, Streeterville may redeem a portion of the March 2021 Streeterville Note, not to exceed $2.125 million. In the event we do not pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the March 2021 Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral the outstanding balance of the March 2021 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the March 2021 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the March 2021 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the March 2021 Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the March 2021 Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the March 2021 Streeterville Note (each an “Equity Payment”). Each time that we fail to pay an Equity Payment, the outstanding balance of the March 2021 Streeterville Note automatically increases by 10%. Additionally, in the event we fail to timely pay any such Equity Payment, Streeterville May seek an injunction which would prevent us from issuing common or preferred stock until or unless we pay such Equity Payment. The March 2021 Streeterville Note provides that if any of the following events have not occurred on or before June 30, 2021, the then outstanding balance of the note (including accrued and unpaid interest) increases by an amount equal to 25% of the then-current outstanding balance thereof: (a) HotPlay must have become a wholly-owned subsidiary of the Company; (b) during the period beginning on July 21, 2020, and ending on the date that the HotPlay Share Exchange is consummated, HotPlay must have raised at least $15,000,000 in cash or debt through equity investments (which has been completed); (c) upon consummation of the HotPlay Share Exchange, all outstanding debt owed by the Company to HotPlay must have either been forgiven by HotPlay or converted into the Company’s common stock; and (d) HotPlay must have become a co-borrower on the March 2021 Streeterville Note (collectively, the “March 2021 Note Transaction Conditions”). The March 2021 Note Purchase Agreement required that we complete the purchase of the Reinhart (the “Reinhart Interest”), within 10 days of the date of the sale of the March 2021 Streeterville Note, and that the Company pledge the Reinhart Interest to Streeterville pursuant to a pledge agreement thereafter, both of which were timely completed. Also on May 26, 2021, Streeterville funded the March 2021 Investor Note (in the amount of $1.5 million) in full. We made a required Equity Payment of $1,857,250 to Streeterville under the March 2021 Streeterville Note on May 26, 2021, with funds raised through a May 2021 underwritten offering, which represented approximately 20% of the funds raised in such offering. We failed to timely meet the November 2020 Note Transaction Conditions; however, on June 1, 2021, Streeterville agreed to defer 50% of the April 2021 Note Increase which was otherwise to occur due to the Company’s failure to timely meet all of the November 2020 Note Transaction Conditions. As such, a total of $506,085 was capitalized into the outstanding balance of the November 2020 Streeterville Note effective as of April 30, 2021, and the remaining $506,085 of the April 2021 Note Increase would only be added to the balance of the November 2020 Streeterville Note if the Company failed to meet the November 2020 Transaction Conditions by June 30, 2021. Separately, if the Company did not meet the March 2021 Note Transaction Conditions by June 30, 2021, the March 2021 Streeterville Note would be subject to the June 2021 Note Increase. The Company completed the acquisition of HotPlay effective as of June 30, 2021, and as such the November 2020 Transaction Conditions and the March 2021 Note Transaction Conditions were satisfied. On June 22, 2021, the Company entered into an Exchange Agreement with Streeterville, pursuant to which Streeterville exchanged $600,000 of a June 2021 requested redemption of $1.25 million under the November 2020 Streeterville Note (which amount was partitioned into a separate promissory note) for 300,000 shares of the Company’s common stock. On July 21, 2021, the Company entered into an Exchange Agreement with Streeterville, whereby Streeterville exchanged $400,000 owed under a November 2020 promissory note (which amount was partitioned into a separate promissory note) for 200,000 shares of the Company’s common stock. On September 1, 2021, the Company entered into an Exchange Agreement with Streeterville, whereby Streeterville exchanged $270,000 owed under a November 2020 promissory note (which amount was partitioned into a separate promissory note) for 135,000 shares of the Company’s common stock. On October 22, 2021, the Company entered into the Note Purchase Agreement (the “October 2021 Note Purchase Agreement”) with Streeterville, pursuant to which the Company sold Streeterville a Secured Promissory Note in the original principal amount of $1,665,000 (the “October 2021 Streeterville Note”). Streeterville paid consideration of $1,500,000, which represents the original principal amount less a $150,000 original issue discount, which was fully earned upon issuance, and a total of $15,000 to cover Streeterville’s professional fees and transaction expenses. The October 2021 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on October 22, 2022). From time to time, beginning six months after issuance, Streeterville may redeem any portion of the October 2021 Streeterville Note, up to a maximum amount of $375,000 per month. In the event the Company fails to pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the October 2021 Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral, the outstanding balance of the October 2021 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the October 2021 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the October 2021 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the October 2021 Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock within ten days of receiving such amount, which payments will be applied towards and will reduce the outstanding balance of the October 2021 Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the October 2021 Streeterville Note (each an “Equity Payment”). Each time that the Company fails to pay an Equity Payment, the outstanding balance of the October 2021 Streeterville Note automatically increases by 10%. Additionally, in the event the Company fails to timely pay any such Equity Payment, Streeterville may seek an injunction which would prevent the Company from issuing common or preferred stock until or unless the Company paid all past-due Equity Payments. The October 2021 Streeterville Note provides that by November 21, 2021 (the “Deadline”), HotPlay must become a co-borrower on (a) the October 2021 Streeterville Note, (b) the November 2020 Streeterville Note, and (c) and the March 2021 Streeterville Note (collectively, the “2020-2021 Streeterville Notes”). If HotPlay has not become a co-borrower on the 2020-2021 Streeterville Notes by the Deadline, the outstanding balance on the October 2021 Streeterville Note automatically increases by an amount equal to 25% of the then-current outstanding balance, provided such failure is not deemed an event of default under the October 2021 Streeterville Note. Pursuant to the October 2021 Streeterville Note, the Company provided Streeterville a right of first refusal to purchase any promissory note, debenture, or other debt instruments which the Company proposes to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that the Company provides Streeterville such right, and Streeterville does not exercise such right to provide such funding, the outstanding balance of the October 2021 Streeterville Note increases by 3%, unless the proceeds from such sale(s) are used to repay the October 2021 Streeterville Note in full. Each time, if ever, that the Company fails to comply with the terms of the right of first refusal, the outstanding balance of the October 2021 Streeterville Note increases by 10%. Additionally, upon each major default described in the October 2021 Streeterville Note (i.e., the failure to pay amounts under the October 2021 Streeterville Note when due or to observe any covenant under the Note Purchase Agreement (other than the requirement to make Equity Payments)), the outstanding balance of the October 2021 Streeterville Note may be increased, at Streeterville’s option, by 15%, and for each other default, the outstanding balance of the October 2021 Streeterville Note may be increased, at Streeterville’s option, by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the October 2021 Streeterville Note immediately prior to the first event of default. The October 2021 Note Purchase Agreement and the October 2021 Streeterville Note contain customary events of default, including if the Company undertakes a fundamental transaction (including consolidations, mergers, and certain changes in control of the Company), without Streeterville’s prior written consent. As described in the October 2021 Streeterville Note, upon the occurrence of certain events of default (mainly our entry into bankruptcy), the outstanding balance of the October 2021 Streeterville Note will become automatically due and payable. Upon the occurrence of other events of default, Streeterville may declare the outstanding balance of the October 2021 Streeterville Note immediately due and payable at such time or at any time thereafter. After the occurrence of an event of default (and upon written notice from Streeterville), interest on the October 2021 Streeterville Note will accrue at a rate of 22% per annum, or if lesser, the maximum rate permitted under applicable law. The October 2021 Note Purchase Agreement prohibits Streeterville from shorting our stock through the period that Streeterville holds the October 2021 Streeterville Note. On November 3, 2021, the Company closed a registered direct offering of its securities, resulting in gross proceeds to the Company of approximately $30 million. This offering triggered the provisions of the 2020-2021 Streeterville Notes requiring the Company to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock within ten days of receiving such amount, which payments must be applied towards and reduce the outstanding balance of each of the outstanding Streeterville Notes; however, the condition to pay 20% of the gross proceeds from the sale of any stock were negotiated with the lender and waived for the October 2021 Streeterville Note in November 2021. On November 4, 2021, the Company completely paid off the November 2020 Streeterville Note in the amount of $3,100,807 and paid down the outstanding balance of the March 2021 Streeterville Note in the amount of $6,000,000. On March 23, 2022, the Company completely paid off the March 2021 Streeterville Note, outstanding balance in the amount of $3,002,142. On April 29, 2022, the Company entered into the Standstill Agreement with Streeterville, pursuant to which, Streeterville agreed not to seek to redeem any portion of the October 2021 Streeterville Note (in the original principal amount of $1,665,000) until September 18, 2022. As consideration for such agreement, the outstanding balance of the October 2021 Note was increased by $87,639.33 (the “Standstill Fee”); as a result, the outstanding balance of the October 2021 Note as of April 29, 2022 was $1,840,912.84 (including outstanding interest). Subsequently on September 22, 2022, the Company elected the redemption deferral option which added $38,331.27 to the principal for a total outstanding principal balance of $1,790,971 as of the same date. On May 5, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 Note Purchase Agreement”) with Streeterville, pursuant to which the Company sold Streeterville a Secured Promissory Note in the original principal amount of $2,765,000 (the “May 2022 Streeterville Note”). Streeterville paid consideration of $2,500,000, which represents the original principal amount less a $250,000 OID, which was fully earned upon issuance, and a total of $15,000 to cover Streeterville’s professional fees and transaction expenses. The May 2022 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on May 5, 2023). From time to time, beginning six months after issuance, Streeterville may redeem any portion of the May 2022 Streeterville Note, up to a maximum amount of $625,000 per month. In the event the Company fails to pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the May 2022 Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral, the outstanding balance of the May 2022 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the May 2022 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the May 2022 Streeterville Note on or before the date that is 6 months from the Effective Date subject to a prepayment penalty equal to 5% of the amount of the outstanding balance, and after 6 months from the Effective Date will be subject to 10%. For so long as the May 2022 Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock within ten days of receiving such amount, which payments will be applied towards and will reduce the outstanding balance of the May 2022 Streeterville Note. Each time that the Company fails to pay an Equity Payment, the outstanding balance of the May 2022 Streeterville Note automatically increases by 10%. Additionally, in the event the Company fails to timely pay any such Equity Payment, Streeterville may seek an injunction which would prevent the Company from issuing common or preferred stock until or unless the Company paid all past-due Equity Payments. Additionally, upon each major default described in the May 2022 Streeterville Note (including, without limitation, the failure to pay amounts under the May 2022 Streeterville Note when due or to observe any covenant under the May 2022 Note Purchase Agreement (other than the requirement to make Equity Payments)), the outstanding balance of the May 2022 Streeterville Note may be increased, at Streeterville’s option, by 15%, and for each other default, the outstanding balance of the May 2022 Streeterville Note may be increased, at Streeterville’s option, by 5%, provided such increase can only occur three times each as to major defaults and minor defaults, and that such aggregate increase cannot exceed 30% of the balance of the May 2022 Streeterville Note immediately prior to the first event of default. The May 2022 Note Purchase Agreement and the May 2022 Streeterville Note contain customary events of default, including if the Company undertakes a fundamental transaction (including consolidations, mergers, and certain changes in control of the Company), without Streeterville’s prior written consent. Pursuant to the May 2022 Streeterville Note, upon the occurrence of certain events of default (mainly our entry into bankruptcy), the outstanding balance of the May 2022 Streeterville Note will become automatically due and payable. Upon the occurrence of other events of default, Streeterville may declare the outstanding balance of the May 2022 Streeterville Note immediately due and payable at such time or at any time thereafter. After the occurrence of an event of default (and upon written notice from Streeterville), interest on the May 2022 Streeterville Note will accrue at a rate of 22% per annum, or if lesser, the maximum rate permitted under applicable law. The May 2022 Note Purchase Agreement prohibits Streeterville from shorting our stock through the period that Streeterville holds the May 2022 Streeterville Note. The May 2022 Note Purchase Agreement also provides for cross-indemnification by the parties in the event that they incur loss or damage related to, among other things, a breach of applicable representations, warranties, or covenants under the May 2022 Note Purchase Agreement. In connection with the May 2022 Note Purchase Agreement and the May 2022 Streeterville Note, the Company entered into a Security Agreement with Streeterville, pursuant to which the obligations of the Company are secured by substantially all of the assets of the Company. On June 2, 2022, the Company entered into a Global Amendment to satisfy the requirement that HotPlay become a co-borrower on the October 2021 Streeterville Note and the May 2022 Streeterville Note and jointly and severally assume all of the obligations and duties of the Company under those notes. As a result, all references to “Borrower” or the “Company” in such notes now jointly refer to HotPlay and NextPlay. Streeterville also agreed to waive its right to enforce an increase in the balance of the October 2021 Streeterville Note due to the Company’s failure to add HotPlay as a co-borrower on the October 2021 Streeterville Note within the prescribed period of time to do so. The Global Amendment does not alter any other terms of the notes. As of August 31, 2022, the remaining balances of the outstanding Streeterville notes were as follows: i) The October 2021 Note: principal balance of $1,752,639, accrued interest of $152,778 and accumulated unamortized debt issuance cost of $31,894. ii) The May 2022 Note: principal balance of $2,765,000, accrued interest of 92,119 and accumulated unamortized debt issuance cost of $293,939. Loan agreement with Business Brokers, LLC Effective November 1, 2021, a subsidiary of the Company obtained a credit facility of $ 0.725 million from Business Brokers, LLC to which it engages regularly in the issuance of construction and commercial loans. The facility is guaranteed by notes receivable. The facility carries a blended interest of 14.05% per annum and is repayable upon the collection of the notes that guarantees it, or the Company decision to repay it in full, whichever comes first, with interest only monthly payments requirement. As of August 31, 2022, the loans had outstanding balance of $0.682 million. June 2022 Promissory Notes On June 13, 2022, the Company entered into two promissory notes, each in the principal amount of approximately CAD $231,121 (USD $178,234), with its former legal counsel, which notes were issued, along with a CAD $10,000 (USD $7,712) in lieu of immediate payment of outstanding amounts payable to such counsel for legal services previously rendered to the Company. The first note matured on July 31, 2022, and the second note matured on September 1, 2022; provided, however, that if the Company fails to repay the first note in full on or before its maturity date, then the second note will automatically become immediately due and payable. Both notes are unsecured and accrue interest at a rate of 18% per annum. The Company is in the process of re-negotiating the payment schedules. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Aug. 31, 2022 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 10 – Stockholders’ Equity Preferred stock The aggregate number of shares of preferred stock that the Company is authorized to issue is up to One Hundred Million (100,000,000), with a par value of $0.00001 per share (the “Preferred Stock”), with the exception of Series A Preferred Stock shares having a par value of $0.01 per share. The Preferred Stock may be divided into and issued in one or more series. The board of directors of the Company is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. The board of directors of the Company is authorized, within any limitations prescribed by law and the articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of Preferred Stock. Series A Preferred Stock The Company has authorized and designated 3,000,000 shares of Preferred Stock as Series A 10% Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”). The holders of record of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock. Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $0 and $1,102,068 as of August 31, 2022 and February 28, 2022, respectively. These dividends were paid in April 2022. The Company had 0 shares of Series A Preferred Stock issued and outstanding as of August 31, 2022 and February 28, 2022. Series B Preferred Stock The Company has authorized and designated 10,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock, which shares were issued to certain Axion stockholders in exchange for their ordinary shares of Axion equal to approximately 33.85% of the outstanding common shares of Axion pursuant to the Axion Exchange Agreement (see “Note 6 – Investment in Unconsolidated Affiliates”). Each share of Series B Preferred Stock automatically, and without any required action by any holder, converted into 0.74177 shares of Company common stock upon the closing of the HotPlay Share Exchange on June 30, 2021. As of August 31, 2022 and February 28, 2022, the Company had 0 shares of Series B Preferred Stock issued and outstanding. Series C Preferred Stock The Company has authorized and designated 3,828,500 shares of Preferred Stock as Series C Convertible Preferred Stock. The Series C Preferred Stock was issued to certain debt holders of Axion who are party to the Axion Share Exchange Agreement and who agreed to exchange certain debt owed to such debt holders by Axion for shares of Series C Preferred Stock pursuant to the Share Exchange Agreement. Each share of Series C Preferred Stock automatically, and without any required action by any holder, converted into one share of the Company’s common stock, upon the closing of the HotPlay Share Exchange on June 30, 2021. As of August 31, 2022 and February 28, 2022, the Company had 0 shares of Series C Preferred Stock issued and outstanding. Series D Preferred Stock On July 21, 2021, the Company designated Series D Convertible Preferred Stock (“Series D Preferred Stock”), by filing a Certificate of Designation of such Series D Preferred Stock with the Secretary of State of Nevada (the “Series D Designation”). The Series D Designation, which was approved by the board of directors of the Company on July 15, 2021, designated 6,100,000 shares of Series D Preferred Stock, $0.00001 par value per share. The Series D Designation provides that the Series D Preferred Stock has a liquidation preference which is (a) pari passu with respect to the Company’s common stock; and (b) junior to all current and future senior indebtedness and securities of the Company. If the Company determines to liquidate, dissolve or wind-up its business and affairs, the Company will prior to or concurrently with the closing, effectuation or occurrence of any such action, pay the holders of the Series D Preferred Stock, pari passu with the holders of the common stock, an amount equal to the Liquidation Preference per share of Series D Preferred Stock. The “Liquidation Preference” per share of the Series D Preferred Stock is equal to $1.00 per share, or $6,100,000 in aggregate. Each share of Series D Preferred Stock is automatically convertible on the fifth business day after the date that the shareholders of the Company, as required pursuant to applicable rules and regulations of NASDAQ, has approved the issuance of the shares of common stock upon conversion of the Series D Preferred Stock, and such other matters as may be required by NASDAQ or SEC rules and requirements to allow the conversion of the Series D Preferred Stock, into that number of shares of common stock as equal the Conversion Rate multiplied by the then outstanding shares of Series D Preferred Stock. For the purposes of the following sentence: “Conversion Rate” equals 0.44 shares of Company common stock for each share of Series D Preferred Stock converted, which equals (i) the Liquidation Preference ($1.00 per share of Series D Preferred Stock), divided by (ii) $2.28, the average of the closing sales prices for the Company’s common stock on the Nasdaq Capital Market for the 30 days prior to July 15, 2021, rounded to the nearest hundredths place, subject to equitable adjustment for stock splits and combinations. The Company had 0 shares of Series D Preferred Stock outstanding as of August 31, 2022 and February 28, 2022. Common Stock During the six-months ended August 31, 2022, the following shares of common stock were issued: - 698,593 shares of common stock for Board of Directors’ compensation, valued at $256,314. - 506,577 shares of common stock for consulting services, valued at $367,112. - 3,136,605 shares of common stock for assets purchased, valued at $1,262,366. The Company had 112,701,795 and 108,360,020 shares of common stock issued and outstanding at August 31, 2022 and February 28, 2022, respectively. Changes in ownership interests in subsidiaries without change in control On March 14, 2022, HotPlay (Thailand) Co., Ltd. (“HPT”) received a promotional privileges approval from the Board of Investment, which permitted majority foreign ownership, and on April 26, 2022, HotPlay Enterprise Ltd. (“HPE”) completed the transfer of shares from existing Thai shareholders without paying consideration in accordance with the HotPlay Exchange Agreement and ultimately owns 100% interest in HPT. Upon the change in ownership interest in its subsidiary, the Company has recognized deficit from changing ownership interest in subsidiaries amounting to $1.6 million in its Consolidated Statements of Stockholders’ Equity, presented as deduction in additional paid-in capital. Subsequently, on May 26, 2022, HPT received foreign business license to operate the reserved business in Thailand. Common Stock Warrants The following table sets forth common stock purchase warrants outstanding as of August 31, 2022, and February 28, 2022, and changes in such warrants outstanding for the quarter ending August 31, 2022: Warrants Weighted Outstanding, February 28, 2022 14,811,679 $ 2.05 Warrants expired (380,771 ) 5.15 Outstanding, August 31, 2022 14,430,908 $ 1.97 Common stock issuable upon exercise of warrants 14,430,908 $ 1.97 On January 28, 2022, the Company held a Special Meeting of Stockholders (the “Special Meeting”) in a virtual format. Stockholders did not approve an amendment to the exercise price provisions of those warrants (the “Warrants”) issued in connection with a registered direct offering of the Company’s securities pursuant to that Stock Purchase Agreement entered into by and among the Company and certain investors on November 1, 2021, and specifically to remove the $1.97 floor price (the “Floor Price”) of the Warrants such that the exercise price of the Warrants may be reduced below the Floor Price in the event that the Company issues or enters into any agreement to issue securities for consideration less than the then current exercise price of the warrants (the “Warrant Amendment”). On April 22, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual format, at which Annual Meeting the Warrant Amendment was again presented to the Company’s stockholders for approval, amongst other things. Stockholders did not approve the Warrant Amendment at the Annual Meeting. The Company intends to continue to comply with the requirements related to stockholder approval of the Warrant Amendment, as set forth in the relevant transaction documents. On August 31, 2022, there were warrants outstanding to purchase an aggregate of 14,430,908 shares of common stock with a weighted average exercise price of $1.97 and weighted average remaining life of 4.22 years. As discussed above, on November 1, 2021, the Company issued Warrants to purchase an aggregate of 14,240,508 shares of Company common stock in connection with the Offering. Each whole Warrant sold in the Offering will be exercisable for one share of common stock at an initial exercise price of $1.97 per share (the “Initial Exercise Price”), the closing sales price of the Company’s common stock on October 29, 2021 (the last trading day prior to the date that the Purchase Agreement was entered into). The Warrants may be exercised commencing six months after the issuance date (the “Initial Exercise Date”) and terminating on the fifth anniversary of the Initial Exercise Date. The Warrants are exercisable for cash; provided, however that they may be exercised on a cashless exercise basis if, at the time of exercise, there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the shares of Common Stock issuable upon exercise of the Warrants. The exercise of the Warrants will be subject to a beneficial ownership limitation, which will prohibit the exercise thereof, if upon such exercise the holder of the Warrants, its affiliates and any other persons or entities acting as a group together with the holder or any of the holder’s affiliates would hold 4.99% (or, upon election of a purchaser prior to the issuance of any shares, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrant held by the applicable holder, provided that the holders may increase or decrease the beneficial ownership limitation (up to a maximum of 9.99%) upon 61 days advance notice to the Company, which 61 day period cannot be waived. The Warrants also include certain anti-dilution rights, which provide that if at any time the Warrants are outstanding, the Company issues or enters into any agreement to issue, or is deemed to have issued or entered into an agreement to issue (which includes the issuance of securities convertible or exercisable for shares of Common Stock), securities for consideration less than the then current exercise price of the Warrants, the exercise price of such Warrants will be automatically reduced to the lowest price per share of consideration provided or deemed to have been provided for such securities; provided, however, that unless and until the Company has received stockholder approval to reduce the exercise price of the Warrants below $1.97 per share (the “Floor Price”), no such adjustment to the exercise price may be made. Pursuant to the Purchase Agreement, the Company has agreed to use its reasonable best efforts to obtain stockholder approval within 90 days from the date of the prospectus supplement to remove the Floor Price of the Warrants. In the event that such stockholder approval is not obtained within 90 days of the date of the prospectus supplement, the Company has agreed to hold a special meeting of its stockholders every three months thereafter, for so long as the Warrants remain outstanding, to obtain such stockholder approval. If the Company fails for any reason to deliver shares of Common Stock upon the valid exercise of the Warrants, subject to its receipt of a valid exercise notice and the aggregate exercise price, by the time period set forth in the Warrants, the Company will be required to pay the applicable holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares subject to such exercise (as calculated in the Warrant), $10 per trading day (increasing to $20 per trading day on the third trading day after such liquidated damages begin to accrue) for each trading day that such shares are not delivered. The Warrants also include customary buy-in rights in the event the Company fails to deliver shares of Common Stock upon exercise thereof within the time periods set forth in the Warrant. As of August 31, 2022, none of the Warrants have been exercised by the holders thereof. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Aug. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies The Company entered into an office lease in Sunrise, Florida where we leased approximately 5,279 square feet of office space at 1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323. In accordance with the terms of the office space lease agreement, the Company will be renting the commercial office space, for a term of almost eight years from March 1, 2021, through July 31, 2028. As per the Separation Agreement by and between the Company, Reinhart/Zappware and NextTrip, however, the Company has transferred the office lease contract to NextTrip from May 1, 2022 onwards and therefore presented under assets and liabilities held for sale. On August 25, 2022, the Company entered into an office lease in Sunrise, Florida for a term of six months from September 1, 2022, through January 30, 2023. Additionally, the Group rents office space located in Puerto Rico and Thailand with lease terms ranging from five to nine years. The following schedule represents obligations and commitments on the part of the Company: Current Long Term FYE 2023 FYE 2024 Totals Office Leases $ 229,709 $ 331,489 $ 561,199 Insurance and Other 35,153 7,200 42,353 Totals $ 264,862 $ 338,689 $ 603,551 Legal Matters The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters. The Company believes that the resolution of currently pending matters could individually or in the aggregate, have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change considering the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims. IDS Settlement On August 15, 2019, the Company entered into an Intellectual Property Purchase Agreement with IDS Inc. (“IDS” and the “IP Purchase Agreement”). Pursuant to the agreement, the Company purchased certain proprietary technology from IDS for the reservation and booking of air travel, hotel accommodations, car rentals, and ancillary products, services, and amenities, integration of the same with the providers of such products and services, associated functions, including website addresses, patents, trademarks, copyrights and trade secrets relating thereto, and all goodwill associated therewith (collectively, the “IP Assets”). In consideration for the purchase, the Company issued IDS 1,968,000 restricted shares of Company common stock (the “IDS Shares”) valued at $2.50 per share, or $4,920,000 in the aggregate. On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and TD Assets Holding, LLC (“TD Asset”), Navarro McKown, Aaron McKown and Ari Daniels, which parties are affiliated with IDS, in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida (Case No. CACE-20-007088). Pursuant to the complaint, the Company alleged causes of action against the defendants, including IDS, based on among other things, fraud, conspiracy to commit fraud, aiding and abetting fraud, rescission, and breach of contract, and sought a temporary and permanent injunction against the defendants, requiring such persons to return the 1,968,000 IDS Shares issued pursuant to the terms of the IP Purchase Agreement and preventing such persons from selling or transferring any IDS Shares, sought damages from the defendants, rescission of the IP Purchase Agreement, attorneys fees and other amounts. The defendants subsequently filed various counterclaims against the Company. On April 29, 2020, the Company filed a Verified Motion for Temporary Injunction (the “Injunction Motion”). Defendants IDS, TD Assets, and Ari Daniels filed an answer, affirmative defenses, and counterclaims (the “Answer and Counterclaim”). The Answer and Counterclaim included alleged breach of contract and tort claims against the Company. On September 17, 2020, the Company moved to strike the affirmative defenses and dismiss the counterclaims. On October 15, 2020, defendants IDS, TD Assets, and Ari Daniels filed an amended Answer and Counterclaim, including alleged breach of contract, tort, and federal securities claims against the Company, Mr. William Kerby, our Co-Chief Executive Officer and an employee of the Company. On July 27, 2020, the Company entered into a confidential settlement agreement with certain of the defendants in the IDS matter, Navarro Hernandez, P.L., Aaron M. McKown, and Jeffery S. Bailey. The settlement provided for mutual releases of the parties and amounts payable from such parties to the Company in four tranches, in consideration for such settlement, of which all such payments have been timely paid pursuant to the terms of the settlement. The remaining parties to the litigation subsequently attempted to mediate their claims pursuant to a court ordered mediation in February 2021. Effective on May 18, 2021, the Company, IDS, TD Asset and Ari Daniels, the principal of IDS, entered into an Amendment to Intellectual Property Purchase Agreement (the “IP Purchase Amendment”). Pursuant to the IP Purchase Agreement, the parties amended the IP Purchase Agreement, with the Company agreeing to make a payment to IDS in the amount of $2,850,000 (the “Payment”), payable by way of an initial payment of $500,000, and twelve monthly payments of approximately $195,833 (collectively, the “Required Payments”), with such monthly payments beginning 30 days after the initial payment, which is due seven days after the date of the IP Purchase Amendment. Such monthly payments may be pre-paid at any time without penalty. At the Company’s option, any portion of the amount due may be paid to IDS by a party separate from the Company (either a related party of the Company or a third-party) (a “Paying Party”), for the benefit of the Company, which shall be treated for all purposes as a payment by the Company. As consideration for such Paying Party making such payment on behalf of the Company, IDS agreed to transfer the Paying Party a number of the IDS Shares equal to the amount of the cash payment(s) made by a Paying Party multiplied by 0.6888 as to the first $500,000 payment, and 0.691 as to the monthly payments (as applicable, the “Applicable Portion” of the IDS Shares). Upon each payment of amounts due to IDS pursuant to the terms of the IP Agreement Amendment as discussed above by the Company (instead of a Paying Party), IDS agreed to transfer the portion of the IDS Shares equal to the Applicable Portion, to the Company. Pursuant to the IP Purchase Amendment, on May 19, 2021, the Company made the initial payment of $500,000. Thereafter, the first 344,400 shares of common stock repurchased by the Company were returned to treasury and cancelled. On September 27, 2021, the Court entered the Agreed Order. The Court ordered that: (i) the Company resume the monthly payment on or before September 28, 2021 (which payment has not been made due to failure of IDS to provide required documents); (ii) $24,583.33 shall be paid monthly to one of IDS’s counsel and the balance of each payment shall be paid to the IDS Defendants; (iii) $20,000 of the 12 th (iv) NextPlay (formerly Monaker) was awarded its fees and costs associated with the filing of the Motion. The entire IDS Settlement, agreements, and amendment are part of the proposed sale of NextTrip, whereby upon closing of the proposed transaction, the IDS settlement will no longer be a responsibility of the Company; provided, however, that, if the Company fails to make certain required installment payments to NextTrip within five (5) business days of being due, such IDS payment obligations will revert back to the Company. As of August 31, 2022, the Company failed to make such payments. Litigation between Axion and NextPlay On January 15, 2021, Axion filed a civil claim in the Supreme Court of British Columbia (Action No. S-209245), against J. Todd Bonner, Chairman of the Company’s board of directors, Nithinan Boonyawattanapisut, our Co-Chief Executive Officer and director, the Company, William Kerby, our Co-Chief Executive Officer, Cern One Limited, Red Anchor Trading Corp., CC Asia Pacific Ventures Ltd., HotPlay, HotPlay (Thailand) Ltd., Next Fintech Holdings, Inc. (formerly Longroot, Inc.). and certain other parties. The claim alleges that Mr. Bonner and his wife, Ms. Boonyawattanapisut, used their positions as directors and officers of Axion and certain of its subsidiaries, together with the other defendants, to unlawfully take ownership of Axion’s subsidiaries and assets, including its intellectual property. Axion’s claim includes causes of action for conspiracy and fraud; theft of Axion intellectual property and ownership of Longroot; an investor scheme; breaches of fiduciary duty by Mr. Bonner and Ms. Boonyawattanapisut and others; negligence; knowing assistance of breach of fiduciary duty; collective trust; knowing receipt of trust property; knowing assistance in dishonest conduct; unjust enrichment; and breach of honest performance. The claim seeks general and special damages for conspiracy, damages for breaches of fiduciary duties, accountings and repayments of amounts alleged improperly paid, including to the Company, interim, interlocutory and permanent injunctions, rescission of the issuance of shares of Longroot Cayman; restitution; the return of Axion’s intellectual property; and other accountings, damages, punitive damages, interest and special costs. On April 9, 2021, the Company, on behalf of itself, Mr. Kerby and Next Fintech Holdings, Inc. (formerly Longroot, Inc.), filed a response to Axion’s claim whereby all such parties disputed Axion’s claims and argued all such transactions involving the Company, Mr. Kerby and Next Fintech which are the subject of Axion’s claims were legitimate and pleading various other defenses. The Company, Mr. Kerby and Next Fintech dispute Axion’s claims and continue to vigorously defend themselves against the allegations made. The lawsuit states that J. Todd Bonner, Nithinan ‘Jess’ Boonyawattanapisut, Cern One Limited, and Red Anchor Trading Corp. made loans totaling USD $9,141,372 to the defendants at various times between March 2018 and June 2020. Mr. Bonner is the Co-Chairman of NextPlay, and a past CEO and Director of Axion. His wife, Ms. Boonyawattanapisut, is the Co-CEO of NextPlay. On or about July 21, 2020, the Company and the lenders entered into a share exchange agreement whereby the lenders transferred rights to repayment of USD $7,657,023 of the debt owed by defendants plus interest to the Company, in exchange for Company stock or warrants. On or about August 23, 2021, counsel for NextPlay demanded repayment of the debts owed by the defendants, and defendants have not paid any portion of the amounts due. On September 1, 2021, the Company filed a lawsuit in the Supreme Court of British Columbia (Action No. S-217835) under the Canadian Foreign Money Claims Act (R.S.B.C. 1996, c. 155). The defendants are Axion; Axion Interactive Inc., a wholly-owned subsidiary of Axion; and Ying Pei Digital Technology (Shanghai) Company Ltd., a Chinese wholly-owned subsidiary of Axion. NextPlay owns approximately 33.85% of the outstanding shares of Axion. The Company alleges debts that the defendants refuse to pay totaling USD $7,657,023, under various promissory notes and loan agreements acquired by the Company in July 2020. The Company also seeks interest on the past-due amounts and costs associated with collection. In November 2021, the Company commenced a new claim for the debt claimed to reflect the difference between what was owed and what the Company is claiming to avoid double-claiming. In February 2022, the court was receptive to loans related evidence (e.g. loan agreements, bank statements, board resolutions, etc.), and that it will be further resolved together with other Axion issues in the next trial. The summary trial judge has advised that he wishes to take case management over this and several related proceedings, It is anticipated that the trial of this action would be reset for 12 weeks sometime in 2023 or early 2024, a new trial date has not been determined. Document and oral discovery are ongoing, which will be necessary for the parties to make full disclosure on all issues. As of August 31, 2022, there has been no significant update in the court proceedings. |
Business Segment Reporting
Business Segment Reporting | 6 Months Ended |
Aug. 31, 2022 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Note 12 – Business Segment Reporting Accounting Standards Codification 280-10 “Segment Reporting” established standards for reporting information about operating segments in annual consolidated financial statements and required selected information about operating segments in interim financial reports issued to stockholders. It also established standards for related disclosures about products, services, and geographic areas. Operating segments are defined as components of the enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. As of August 31, 2022, the Company has two operating segments consisting of (i) the NextMedia Division, which consists of HotPlay, and (ii) the NextFinTech Division, which consists of Longroot and NextBank. The Company’s chief operating decision makers are considered to be the Co-Chief Executive Officers. The chief operating decision makers allocate resources and assesses performance of the business and other activities at the single operating segment level. At the reporting date, only NextFinTech generated revenue from operation. As described in Note 14 for the strategic sales of NextTrip and Reinhart/Zappware units, the business of NextTrip represented the entirety of the NextTrip operating segment and Reinhart Digital TV was a part of NextMedia operating segment prior to being classified as held for sale. As of August 31, 2022, they were classified as held for sale and therefore no longer presented in segment reporting. Schedule of segments For the six-month ended August 31, 2022 NextFinTech NextMedia Totals Revenue $ 922,948 — 922,948 Cost of revenue $ 668,024 — 668,024 Gross profit $ 254,924 — 254,924 Operating expenses: General and administrative $ 1,621,401 309,685 1,931,086 Salaries and benefits 1,817,910 506,662 2,324,572 Depreciation and amortization 55,181 296,210 351,391 Others 344,683 80,363 425,046 Total operating expenses $ 3,839,175 1,192,920 5,032,095 Operating loss $ (3,584,251 ) (1,192,920 ) (4,777,171 ) Other income/(expense) $ (37,195 ) (36,829 ) (74,024 ) Net (loss) before tax – reportable segment $ (3,621,446 ) (1,229,749 ) (4,851,195 ) Unallocated distribution and administrative expenses and finance cost: - General and administrative 4,752,187 - Salaries and benefits 563,611 - Other operating expenses 1,229,636 - Interest expense 351,535 6,896,969 Net (loss) before tax from continuing operation (11,748,164 ) Segment assets 45,344,058 18,124,686 63,468,744 Unallocated assets 7,309,599 Assets from discontinued operation 30,691,032 Total asset 101,469,375 For the three months ended August 31, 2022 NextFinTech NextMedia Totals Revenue $ 456,397 — 456,397 Cost of revenue $ 565,057 — 565,057 Gross profit $ (108,660 ) — (108,660 ) Operating expenses: General and administrative $ 779,797 168,479 948,276 Salaries and benefits 967,113 247,810 1,214,923 Depreciation and amortization 29,815 149,612 179,427 Others 208,646 35,038 243,684 Total operating expenses $ 1,985,371 600,939 2,586,310 Operating loss $ (2,094,031 ) (600,939 ) (2,694,970 ) Other expenses $ (72,423 ) (26,729 ) (99,152 ) Net (loss) before tax – reportable segment $ (2,166,454 ) (627,668 ) (2,794,122 ) Unallocated distribution and administrative expenses and finance cost: - General and administrative 3,431,942 - Salaries and benefits 243,816 - Other operating expenses 468,394 - Interest expense 206,150 4,350,302 Net (loss) before tax from continuing operation (7,144,424 ) For the six-month ended August 31, 2021 NextFinTech NextMedia Totals Revenue $ 293,357 - 293,357 Cost of Revenue $ 87,339 - 87,339 Gross Profit $ 206,018 - 206,018 Operating expenses: General and administrative $ 439,821 431,286 871,107 Salaries and benefits 282,221 616,275 898,496 Depreciation and amortization 15,070 276,065 291,135 Others 92,150 97,143 189,293 Total operating expenses $ 829,262 1,420,769 2,250,031 Operating loss $ (623,244 ) (1,420,769 ) (2,044,013 ) Other income/(Expense) $ 48,227 (44,164 ) 4,063 Net (loss) before tax - reportable segment $ (575,017 ) (1,464,933 ) (2,039,950 ) Unallocated distribution and administrative expenses and finance cost: - General and administrative 865,104 - Salaries and benefits 657,003 - Other operating expenses 5,385,210 - Interest expense (42,910 ) 6,864,407 Net (loss) before tax from continuing operation (8,904,357 ) Segment assets 24,567,254 9,377,925 33,945,179 Unallocated assets 49,410,901 Assets from discontinued operation 20,410,583 Total asset 103,766,663 For the three-month ended August 31, 2021 NextFinTech NextMedia Totals Revenue $ 293,357 - 293,357 Cost of revenue $ 87,339 - 87,339 Gross profit $ 206,018 - 206,018 Operating expenses: General and administrative $ 439,821 293,377 733,198 Salaries and benefits 282,221 438,149 720,370 Depreciation and amortization 15,070 141,307 156,377 Others 92,150 14,211 106,361 Total operating expenses $ 829,262 887,044 1,716,306 Operating loss $ (623,244 ) (887,044 ) (1,510,288 ) Other income/(expense) $ 48,227 (1,994 ) 46,233 Net (loss) before tax - reportable segment $ (575,017 ) (889,038 ) (1,464,055 ) Unallocated distribution and administrative expenses and finance cost: - General and administrative 865,104 - Salaries and benefits 657,003 - Other operating expenses 5,387,994 - Interest expense (42,910 ) 6,867,191 Net (loss) before tax from continuing operation (8,331,246 ) There were no reconciling or inter-company items between segments during the three-month and six-month period ended August 31, 2022. Schedule of geographic information For three-month period ended For six-month periods ended Revenue August 31, August 31, August 31, August 31, United States and Puerto Rico $ 456,397 $ 293,357 $ 922,948 $ 293,357 $ 456,397 $ 293,357 $ 922,948 293,357 Long-lived Assets August 31, February 28, United States and Puerto Rico $ 31,972,923 $ 44,128,496 Europe — 11,913,658 Thailand 10,205,934 9,951,343 $ 42,178,857 $ 65,993,497 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Aug. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 13 – Fair Value Measurements The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Other financial instruments of the Company are short-term in nature or carrying interest at rates close to the market interest rates, their fair value is not expected to be materially different from the amounts presented in the Consolidated Balance Sheet. Fair value of financial instruments The methods and assumptions used by the Grouping estimating the fair value of financial instruments are as follows: a) For financial assets and liabilities which have short-term maturities, including cash and cash equivalents, short term investment, accounts receivable, loans receivable, unbilled receivables, other receivables, line of credit and notes payable and accounts payable, the carrying amounts in the balance sheets approximate their fair value. b) The fair value of investment in unconsolidated affiliates is generally derived from quoted market prices or based on generally accepted pricing models when no market price is available. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Aug. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14– Subsequent Events IDS Settlement On September 6, 2022, the Court entered the Agreed Order. The Court ordered that (i) each remaining monthly payment shall be made payable to a new IDS counsel’s Trust Account., (ii) the counsel will make distribution pursuant to the Court Order. On September 14, 2022, IDS’s counsel submitted to the Company a notice of default regarding the monthly payment required by the Court Order dated September 6, 2022. The Company has 7 business days to cure the default by remitting the required payment. The Company requested an extension of time; however, it was denied by IDS. As a result, the Company is deemed a default as of September 24, 2022. Pursuant to the IP Purchase Amendment clause 1.4, IDS shall be entitled to entry of a default judgement against NextPlay in the amount of the differential, if any, between the realized value of the NextPlay shares upon sale in the open market by IDS and the unpaid amount of the Payment. Note Purchase Agreements: Streeterville Capital, LLC On September 19, 2022, the Company received a redemption notice of $375,000 from Streeterville. The Company exercised its right of deferral. As a result, the Company was charged a 2% deferral fee of the outstanding balance in the amount of $38,331.27. NextBank: Revolving Line of Credit Effective October 4, 2022, NextBank entered into a revolving credit line facility with a lender pursuant to which the lender provided a $200,000,000 revolving line of credit facility to NextBank to be used to fund loans secured by domestic US commercial real estate properties in accordance with underwriting guidelines established by NextBank. NextFintech Investment Commitment Effective October 16, 2022, the Company and its wholly-owned subsidiaries, Next Fintech Holdings, Inc. (“NextFintech”), a Delaware corporation and NextBank International, Inc., a Puerto Rico corporation licensed as an Act 273-2012 international financial entity (“NextBank”), entered into a stock purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) pursuant to which NextFintech agreed to sell 80 shares of its common stock at a price of $187,500.00 (“NextFintech Common Stock”) per share for an aggregate purchase price of $15,000,000, or a $150,000,000 pre-money valuation. In addition, in connection with the above, NextBank (i) agreed to issue warrants (the “Warrant”) to purchase 1,000,000 shares of the Company’s common stock it beneficially holds to Investor at $0.50 per share and (ii) agreed to issue an exchange option (the “Exchange Option”) to the Investor pursuant to which, for a period commencing six (6) months following the closing and ending on the date that is twenty-four (24) months following the closing, at the election of the Investor, the Investor may exchange its 80 shares of NextFintech Common Stock for equity of NextBank equal to 18.8% of NextBank, subject to compliance with necessary regulatory approvals that are required of NextBank prior to a change in ownership, if any (collectively, the “Offering”). The Offering is expected to close in the coming weeks. The Warrant is issued by NextBank and has a term of three (3) years and is exercisable for cash. The shares of Company common stock issuable upon exercise of the Warrant are currently outstanding shares held by NextBank and do not represent a new issuance of securities by the Company. In connection with the Offering, NextFintech, the Company and the Investor entered into an investor rights agreement (the “Investor Rights Agreement”) pursuant to which, among other things, (i) grants a right of first refusal to NextFintech and, secondarily, to the Company, to purchase any NextFintech Common Stock proposed to be transferred by the Investor, (ii) a drag-along right in favor of the Investor in the event NextFintech agrees to sell 50% or more of the outstanding voting power of NextFintech, and (iii) grant board seats to Investor or its representative on the NextFintech and NextBank board of directors or, in the event of the exercise of the Exchange Option, such NextFintech board seat is transferred such that the Investor shall have two (2) NextBank board seats In accordance with ASC 855-10 “Subsequent Events”, the company has analyzed its operations subsequent to August 31, 2022, to October 24, 2022, the date when the financial statements were issues. The Management of the Company determined that there were no reportable events other than those noted that occurred during that subsequent period to be disclosed or recorded. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations and Business Organization | Nature of Operations and Business Organization NextPlay Technologies, Inc., together with its consolidated subsidiaries (collectively, “NextPlay,” “we,” “our,” “us,” or the “Company”), is building a technology solutions company, offering games, in-game advertising, digital asset products and services, and connected TV to consumers and corporations within a growing worldwide digital ecosystem. NextPlay’s engaging products and services utilize innovative advertising technology (“AdTech”), Artificial Intelligence (“AI”) and financial technology (“FinTech”) solutions to leverage the strengths and channels of its existing and acquired technologies. As of August 31, 2022, NextPlay is organized into two divisions: (i) NextMedia, the Company’s Interactive Digital Media Division and (ii) NextFinTech, the Company’s Finance and Technology Division. (i) NextMedia, the Company’s Interactive Digital Media Division In the Interactive Digital Media Division, NextPlay closed its acquisition of HotPlay Enterprise Limited and its In-Game Advertising (“IGA”) platform on June 30, 2021. (ii) NextFinTech, the Company’s Finance and Technology Division In the Finance and Technology Division, the Company’s acquisition of International Financial Enterprise Bank (“IFEB”), now called NextBank International, Inc. (“NextBank”), and the conditional approval from the Labuan Financial Services Authority (“Labuan FSA”) to operate a general insurance and reinsurance business, is expected to allow NextPlay to offer individuals and households asset management and banking services, and travel related services such as travel finance and travel insurance, subject to regulatory approval and licensing. Our Company, in accordance with Thailand foreign ownership laws, holds an indirect control of Longroot (Thailand) Company Limited (“Longroot”), which operates in financial advisory service and owns an Initial Coin Offering (“ICO”) Portal which is approved and regulated by the Thai Securities and Exchange Commission (“Thai SEC”). The Portal enables us to crypto-securitize an array of high-quality alternative assets, such as video games, insurance contracts, and real estate. These digital assets serve as a new asset class, which the Company’s management believes will create significant opportunities to accelerate products and services within the FinTech division’s asset management business. Effective November 16, 2021, the Labuan Financial Services Authority (the “Labuan FSA”) approved the Company’s application to carry on general insurance and reinsurance business, subject to certain conditions including (i) payment of a $15,000 annual license fee, (ii) submission of evidence reflecting paid up capital amounting to MYR $10.0 mil (approximately to $2,260,000 US), (iii) submission of proof of registration as a member of Labuan International Insurance Association, (iv) submission of a Management Services Agreement with the appointed insurance manager, (v) submission of a Letter of Undertaking, and (vi) submission of constituent documents to the Registration of Company Unit. The conditions were to be met within 3 months of November 29, 2021, the date Labuan FSA issued a letter confirming the conditional approval. In August 2022, the Company received a permission letter from Labuan FSA to extend the establishment until November 30, 2022. The Company plans to use the general insurance license to issue primary insurance products and the reinsurance license to issue crypto-securitized insurance in collaboration with Longroot. On October 14, 2021, “Longroot Inc.” (a subsidiary of the Company) changed its name to “Next Fintech Holdings, Inc.” The Company plans to use Next Fintech Holdings, Inc. as the holding company for its FinTech division. |
Strategic Sale of Reinhart Digital TV (Zappware) and NextTrip to TGS Esports, Inc. | Strategic Sale of Reinhart Digital TV (Zappware) and NextTrip to TGS Esports, Inc. On June 28, 2022, the Company entered into a series of agreements, including a securities exchange agreement, with William Kerby, the Company’s co-Chief Executive Officer and director, Donald P. Monaco, a director of the Company, and British Columbia-based TGS E-Sports Inc. (TSX-V: TGS, OTC: TGSEF) (“TGS”), a public company whose securities are listed for trading on the Canadian TSX Venture Exchange, pursuant to which the Company has agreed to sell the Company’s travel business, NextTrip Group, LLC (“NextTrip”), and its 51% ownership of Reinhart Digital TV (the 100% owner of Zappware) to TGS in exchange for securities of TGS as discussed in further detail below. TGS, is a leading esports tournament solutions provider. Prior to the execution of the securities exchange agreement, NextTrip issued an aggregate of 915,000 units in NextTrip to Messrs. Kerby and Monaco to resolve certain management unit issuances provided for in NextTrip’s Operating Agreement as consideration for services rendered. As consideration for the sale of Reinhart and NextTrip, upon closing of the transaction, (i) the Company will receive 232,380,952 shares of newly created nonvoting convertible preferred stock of TGS (the “TGS Preferred”), valued at $12.2 million, and (ii) Messrs. Kerby and Monaco, both of whom hold certain equity interests in NextTrip (discussed above), will receive an aggregate of 69,714,286 TGS common shares, valued at $3.66 million, of which 11,619,048 TGS common shareswill be held in escrow for a period of time. The TGS Preferred shares will be redeemable in certain situations, can be sold subject to certain transfer restrictions (including a right of first refusal in favor of TGS), and may be converted into shares of TGS common shares in certain limited circumstances, including mandatory conversion upon the occurrence of certain events. In the event that the TGS Preferred shares are converted into shares of TGS common shares by the Company at any time, the Company is obligated to distributed all such shares of TGS common shares in a stock dividend to its shareholders. Concurrently with a determination to convert the TGS Preferred shares into shares of TGS common shares, if ever, the Company will set a shareholder record date for a special dividend to distribute all of the common shares of TGS held by the Company to the Company’s shareholders, on a pro-rata basis. In addition to the securities exchange agreement, the Company, NextTrip, Reinhart and TGS also entered into a separation agreement on June 28, 2022, to further document the separation of NextTrip and Reinhart from the Company and to assign, transfer and convey certain assets and liabilities held in NextTrip or the Company’s name, respectively, to NextTrip or the Company, respectively, to allow for the separation of the businesses in accordance with the securities exchange agreement at closing of the transaction. The separation agreement also provides for the termination of certain intercompany agreements and accounts by and between the parties at closing of the transaction, sets rights related to confidentiality, non-disclosure and maintenance of attorney-client privilege matters, and also provides for a mutual release by and among the Company, NextTrip and Reinhart for all pre-closing claims between themselves and their officers, directors, affiliates, successors and assigns. In addition, the separation agreement provides for the contribution of (i) $1.5 million to NextTrip and (ii) an additional $1.5 million in ten (10) equal monthly installments beginning July 1, 2022, in exchange for NextTrip, as of May 1, 2022, agreeing to assume the ongoing operating expenses of NextTrip and Reinhart. NextTrip has also agreed to assume payments under that certain payment obligation of the Company pursuant an Amendment to Intellectual Property Purchase Agreement effective May 18, 2021, by and between the Company, IDS Inc., TD Assets Holding LLC, and Ari Daniels in the approximate amount of $2,500,000, provided, however, that, if the Company fails to make any of the above installment payments within five (5) business days of being due, that such IDS payment obligation reverts back to the Company. As of August 31, 2022, the Company has not made the requisite installment payments to NextTrip and, as such, the IDS payment obligation has reverted back to the Company. Closing of the transaction remains subject to various conditions, including (without limitation) regulatory approvals, approval of certain related matters by TGS’ shareholders and consummation of a financing by TGS, and is expected to occur in Q4 2022. No assurances can be provided that the closing conditions will be satisfied, or that the transaction will be consummated on the anticipated timeline, or at all. The transaction, once consummated, is expected to streamline the Company’s business operations and management, improve capital allocation, and is expected to unlock shareholder value by offering investors a pure-play investment in the Digital Media and Financial Technology sectors. As a result of the foregoing, as of August 31, 2022, Reinhart/Zappware and NextTrip were no longer treated as a division of the Company; accordingly, for the six-month and three-month periods ended August 31, 2022, the Company had two remaining reportable business segments: NextFinTech and NextMedia. Assets and liabilities of Reinhart TV AG/Zappware and NextTrip were classified as held for sale according to Strategic Sale of Reinhart Digital TV (Zappware) and NextTrip to TGS Esports, Inc. |
Reverse Acquisition of HotPlay Enterprise Ltd. | Reverse Acquisition of HotPlay Enterprise Ltd. On July 23, 2020, the Company (then known as Monaker Group, Inc. (“Monaker”)) entered into a Share Exchange Agreement (as amended from time to time, the “Share Exchange Agreement”) with HotPlay Enterprise Limited (“HotPlay”) and the stockholders of HotPlay (the “HotPlay Stockholders”). Pursuant to the Share Exchange Agreement, Monaker exchanged 52,000,000 shares of its common stock for 100% of the issued and outstanding capital of HotPlay, with HotPlay continuing as a wholly owned subsidiary of Monaker. The reverse acquisition between HotPlay and Monaker was completed on June 30, 2021. After the reverse acquisition, effective July 9, 2021, Monaker changed its name to “NextPlay Technologies, Inc.” The HotPlay acquisition was accounted for as a reverse acquisition with HotPlay being deemed the acquiring company for accounting purposes. The comparative figures included in the accompanying condensed consolidated financial statements for the period as from incorporation date to June 30, 2021 represents financial position and operating results of HotPlay Enterprise Ltd. During the six-month period ended August 31, 2022, the Company completed the fair value assessment (Purchase Price Allocation) of the net identifiable assets and liabilities assumed by an independent appraiser. In order to reflect the adjustment to the provisional fair value of the identifiable assets and liabilities of the reverse acquisition of HotPlay Enterprise Ltd. at the acquisition date, the adjustments were made as follows: The following table summarizes the fair value of consideration transferred: Number of Monaker common shares outstanding as of 6/30/2021 23,854,203 Monaker share price as of 6/30/2021 $ 2.24 Fair value of common shares $ 53,433,415 As of June 30, 2021 Provisional Increase Adjusted Assets acquired Cash and cash equivalents $ 7,837,802 - 7,837,802 Current assets 25,568,584 (9,571 ) 25,559,013 Intangible assets 11,932,042 1,809,023 13,741,065 Goodwill 40,554,998 (1,799,452 ) 38,755,546 Non-current assets 5,442,439 - 5,442,439 Liabilities assumed Current liabilities (32,482,319 ) - (32,482,319 ) Non-current liabilities (5,420,131 ) - (5,420,131 ) Total fair value of net assets from reverse acquisition 53,433,415 - 53,433,415 Fair value of non-controlling interests of the subsidiaries $ 5,433,783 6,018,273 11,452,056 Fair value adjustments were from the increase in fair value of intangible assets which are developed software and goodwill upon the completion of fair value assessment (Purchase Price Allocation) of the subsidiaries subsequent to the closing date of reverse acquisition. As a result, non-controlling interests of the subsidiaries amounting to $6.0 million were adjusted to reflect the fair value as of June 30, 2021 by recognizing the adjustment in additional paid-in capital in consolidated statement of stockholders’ equity. |
Interim Financial Statements | Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the financial statements for the fiscal year ended February 28, 2022 and notes thereto and other pertinent information contained in the Company’s Annual Report on Form 10-K, which the Company filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2022. The results of operations for the three and six months ended August 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, 2023. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP 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 revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, deferred income taxes, purchase price allocation in connection with the business combination and allowance for credit losses. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents on August 31, 2022, and February 28, 2022. |
Short Term Investments | Short Term Investments The short term investments are a short-term certificate of deposit with a maturity date more than three months, as required by the Office of the Commissioner of Financial Institutions (“OCIF”) for business purpose of one of the Company’s subsidiaries. |
Other Receivable, Unbilled Receivables | Other Receivable, Unbilled Receivables A receivable is recognized when the Company has an unconditional right to receive consideration. If revenue has been recognized before the Company has an unconditional right to receive consideration, the amount is presented as an unbilled receivable. A receivable is measured at transaction price less credit loss, and unbilled receivables are measured at the amount of consideration that the Company is entitled to, less credit loss. The Company calculates its allowance for current expected credit losses (“CECL”) based on lifetime expected credit losses at each reporting date. CECLs are calculated based on its historical credit loss experience and adjusted for forward-looking factors specific to the debtors and the economic environment. A receivable is written off when there is no reasonable expectation of recovering the contractual cash flows. |
Loans Receivable and Allowance for Loan Losses | Loans Receivable and Allowance for Loan Losses Loans Receivable Loans that the Company has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, generally are stated at their outstanding principal amount adjusted for charge-offs and the allowance for loan losses. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due, unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. |
Allowance for Loan Losses | Allowance for Loan Losses The allowance for loan losses is evaluated on a regular basis by management and is based upon collectability of loans, based on historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This represents management’s estimate of CECL in the Company’s loan portfolio over its expected life, which is the contract term being the reasonable and supportable period that we can reasonably and supportably forecast future economic conditions to estimate expected credit losses. The historical loss experience is to be adjusted for asset-specific risk characteristics and economic conditions, including both current conditions and reasonable and supportable forecasts of future conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. Due to potential changes in conditions, it is possible that changes in estimates will occur and that such changes could be material to the amounts reported in the Company’s financial statements. |
Unbilled Receivables | Unbilled Receivables Unbilled receivable represents costs associated with software development according to contracts with customers. Unbilled receivables mainly consist of employee and payroll related expenses and amounts recorded on a project where billing milestones have not yet been achieved. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are expensed over time according to the period indicated on the respective contract. Other current assets are recognized when it is probable that the future economic benefits will flow to the Company and the asset has a cost or value that can be measured reliably. It is then charged to expense over the expected number of periods during which economic benefits will be realized. |
Advances for Investments | Advances for Investments Advances for investments represent cash deposits transferred to the potential seller as a deposit payment, as stipulated in the relevant investment purchase agreement, mainly for potential acquisitions of assets or businesses. |
Investment in Unconsolidated Affiliates | Investment in Unconsolidated Affiliates Investment in unconsolidated affiliates is recognized at cost less valuation loss. |
Computer, Furniture and Equipment | Computer, Furniture and Equipment The Company purchases computers, laptops, furniture and fixtures. These are originally recorded at cost and stated at cost less accumulated depreciation and impairment, if any. The computers and laptops are depreciated over a useful life of 3 - 5 years, respectively. The furniture and fixtures are depreciated over a useful life of 5 and 10 years, respectively. Straight-line depreciation is used for all computers, laptops, furniture and equipment. |
Intangible Assets | Intangible Assets Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors, such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (“ASC”) 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day-to-day operation of the website are expensed as incurred. All costs associated with the websites are subject to straight-line amortization over a three-year period. |
Goodwill | Goodwill Goodwill represents the future economic benefits arising from assets acquired in a business combination that is not individually identified and separately recognized as an asset. Adjustments made to the acquisition accounting during the measurement period may affect the recognition and measurement of assets acquired and liabilities assumed, any non-controlling interest (“NCI”), consideration transferred and goodwill or any bargain purchase gain, as well as the remeasurement of any pre-existing interest in the acquiree. In our assessment, goodwill arisen from reverse acquisition is allocated systematically and reasonably to reporting segments which are regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”). The CODM allocates resources and assess performance of the business and other activities at the single operating segment level. The reporting units for impairment testing purpose are determined as the lowest level of cash generating unit below the operating segments since the components constitute a business for which discrete financial information is available, and the CODM regularly reviews the operating results of the components. Certain components share similar economic characteristic and are deemed to be a single reporting unit. The Company assigned assets and liabilities to each reporting unit based on either specific identification or by using judgment for the remaining assets and liabilities that are not specific to a reporting unit. Goodwill was assigned to the reporting units based on a combination of specific identification and relative fair values. Goodwill associated with reporting units being sold are included in the carrying amount of assets held for sale at the reporting date. |
Impairment of Intangible Assets | Impairment of Intangible Assets In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important, which could trigger an impairment review include the following: 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. In impairment testing, goodwill acquired in a business combination is allocated to each of the Company’s reporting units that are expected to benefit from the synergies of the combination. The Company estimates the recoverable amount of each reporting unit to which the goodwill and intangible assets relates. Where the recoverable amount of the reporting unit is less than the carrying amount, an impairment loss is recognized in profit or loss. Impairment losses cannot be reversed in future periods. During the fourth quarter of each fiscal year, the Company carries out annual impairment reviews at the reporting unit level in respect of goodwill and intangible assets by performing qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If those impairment indicators exist, the quantitative assessment is required to assess the recoverable amount of the reporting unit by performing step 1 of the two-step goodwill impairment test. If we perform step 1 and the carrying amount of the reporting unit exceeds its fair value, we would perform step 2 to measure such impairment. In determining value in use, the estimated future cash flows are discounted to their present value to reflect current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by a valuation model that, based on information available, reflects the amount that the Company could obtain from the disposal of the asset in an arm’s length transaction between knowledgeable, willing parties, after deducting the costs of disposal. In determining allowance for impairment of goodwill and intangible assets, the management is required to exercise judgements regarding determination of the recoverable amount of the asset, which is the higher of its fair value less costs of disposal and its value in use. |
Accounts Payable, Notes Payable and Accrued Expenses | Accounts Payable, Notes Payable and Accrued Expenses Accounts payable are recognized when the Company receives invoices, and accrued expenses are recognized when it is probable that an outflow of resources embodying economic benefits will result from the settlement of a present obligation and the amount at which the settlement will take place can be measured reliably. Notes payable are recognized at cost, net transaction costs. Transaction costs are amortized over the terms of notes payable using effective interest rate method. |
Customer Demand Deposits Payable | Customer Demand Deposits Payable Customer deposit represents cash demand deposits payable received from customers at NextBank. |
Business Combination | Business Combination The Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). ASC 805 requires, among other things, that assets acquired, and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, Fair Value Measurements, as of the closing date. ASC 805 establishes a measurement period to provide the Company with a reasonable amount of time to obtain the information necessary to identify and measure various items in a business combination and cannot extend beyond one year from the acquisition date. |
Non-controlling interests | Non-Controlling Interests Non-controlling interests represent the equity in a subsidiary that is not attributable directly or indirectly to the parent. At the acquisition date, the Company measures any non-controlling interest at fair value. |
Foreign Currency Translation | Foreign Currency Translation The Company prepares the consolidated financial statements using U.S. dollars as the functional currency. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholders’ equity through other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Income and expenses are translated at the average monthly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statements of net and comprehensive loss. The effect of foreign currency translation on cash and cash equivalents is reflected in cash flows from operating activities on the consolidated statements of cash flows. |
Earnings per Share | Earnings per Share Basic earnings per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are 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. For the three months ended August 31, 2022 and 2021, warrants were excluded from the computation of diluted net loss per share, as the result of the computation was anti-dilutive. The Company presents earnings per share from continuing operation and discontinued operation separately. |
Assets and liabilities held for sale | Assets and liabilities held for sale In accordance with ASC 306, the potential sale of Reinhart/Zappware and NextTrip qualified as assets and liabilities held for sale as: (i) the Company has committed to a plan to sell, (ii) the disposal entities are available for immediate sale, (iii) the buyer has been identified and has committed to purchase, subject to satisfaction of certain closing conditions, and (iv) it is probable to occur within 1 year from the date of the classification. Assets and liabilities held for sale are measured at the lower of carrying amount and the fair value less cost to sell. Computer and equipment and intangible assets are not depreciated or amortized once classified as held for sale. Where the fair value less cost to sell of assets held for sale exceed the asset’s carrying amounts, a gain shall be recognized for which not exceeding the cumulative loss previously recognized. Assets and liabilities classified as held for sale are presented separately as current items in the statement of financial position as well as for prior period. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of comprehensive loss. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining transactions price, allocating transaction price to the performance obligation, and recognizing revenue when the performance obligation is satisfied. Types of revenue consist of: Interest and Financial services NextBank provides traditional banking services in niche-focused businesses, including commercial and residential real estate and the origination and sale of loans, among other types of lending services. Revenues are categorized as interest income and financial services. NextBank is primarily responsible for fulfilling the services to clients, bears risks on its loan products, has discretion in establishing the price, hence it acts as principal, and recognizes revenues at the gross amount received for the services. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due, unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Financial services are categorized as follows: - Origination fee is recognized at point of time when the loan contract is mutually originated between a customer and the Company. - Deposit account fees and other administrative fees are generally recognized upon completion of services (wire in/out processing, certain deposit condition met, etc.). |
Cost of Revenue | Cost of Revenue Cost of revenue from finance and technology mainly consists of interest expense, loan related commissions, amortization of core banking software and technology facilities and infrastructures. |
Selling and Promotions Expense | Selling and Promotions Expense Selling and promotion expenses consist primarily of advertising and promotional expenses, expenses related to our participation in industry conferences, and public relations expenses; the expense is recognized when incurred. |
Stock Based Compensation | Stock Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, “Compensation – Stock Compensation”, 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. The Company recognizes compensation on a straight-line basis over the requisite service period for each award and recognizes forfeitures as when they occur. |
Warrants | Warrants The Company accounts for the warrants in accordance with the guidance contained in ASC 815, under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. Most of warrant agreements contain fixed strike prices and a fixed number of shares that may be issued upon exercise of the warrants at the fixed strike price, with certain provisions that may result in changes to the strike price in certain circumstances, subject to stockholder approval. All such warrant agreements are exercisable at the option of the holder and settled in shares of the Company. The warrants are qualified as equity-linked instrument embedded in a host instrument, whereby they do not meet definition of derivative; therefore, it is not required to separate the embedded component from its host. The Company treats a modification of the terms or conditions of an equity award in accordance with ASC Topic 718-20-35-3, by treating the modification as an exchange of the original award for a new award. In substance, the entity repurchases the original instrument by issuing a new instrument of equal or greater value, incurring additional compensation cost for any incremental value. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of ASC Topic 718-20-35-3 over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but it does provide guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities, if any. Financial instruments consist principally of cash, investments in unconsolidated affiliates, other receivables, net, accounts payable, accrued liabilities, notes payable, related parties, line of credit and certain other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. |
Leases | Leases The Company utilizes operating leases for its offices. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-to-use assets, non-current, and operating lease liabilities current and non-current captions in the consolidated balance sheets. Operating lease right-to-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all impacting the determination of the lease term and lease payments to be used in calculating the lease liability. Lease cost is recognized on a straight-line basis over the lease term. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate, the Company uses a derived incremental borrowing rate based on borrowing options under its credit agreement. The Company applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease. |
Segment Reporting | Segment Reporting Accounting Standards Codification 280-10 “Segment Reporting” established standards for reporting information about operating segments in annual consolidated financial statements and required selected information about operating segments in interim financial reports issued to stockholders. It also established standards for related disclosures about products, services, and geographic areas. Operating segments are defined as components of the enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. An operating segment component has the following characteristics: a. It engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity). b. Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. c. Its discrete financial information is available. As of August 31, 2022, the Company had two operating segments consisting of (i) NextMedia segment, consisting of: - HotPlay Enterprise Ltd. and HotPlay (Thailand) Co., Ltd., (ii) NextFinTech segment, consisting of: - Next Fintech Holdings, Inc. (formerly Longroot Inc.) - Longroot Limited - Longroot Holding (Thailand) Co., Ltd. - Longroot (Thailand) Co., Ltd. - NextBank International, Inc. The Company’s chief operating decision makers are considered to be the Co-Chief Executive Officers. The chief operating decision makers allocate resources and assesses performance of the business and other activities at the single operating segment level. As a result of the proposed strategic sale of Reinhart/Zappware and NextTrip, as of August 31, 2022, those entities were no longer treated as a division of the Company; accordingly, for the six-month period ended August 31, 2022, the Company had two remaining reportable business segments: NextFinTech and NextMedia. See Note 12 Business Segment Reporting for details on each segment unit. |
Comparative figures | Comparative figures Certain comparative figures have been reclassified to conform with the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The FASB is issuing this Update (1) to clarify the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. Stakeholders asserted that the language in the illustrative example resulted in diversity in practice on whether the effects of a contractual restriction that prohibits the sale of an equity security should be considered in measuring that equity security’s fair value. Some stakeholders apply a discount to the price of an equity security subject to a contractual sale restriction, whereas other stakeholders consider the application of a discount to be inappropriate under the principles of Topic 820. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements. |
Summary of Business Operation_2
Summary of Business Operations and Significant Accounting Policies (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of reverse acquisition | Number of Monaker common shares outstanding as of 6/30/2021 23,854,203 Monaker share price as of 6/30/2021 $ 2.24 Fair value of common shares $ 53,433,415 As of June 30, 2021 Provisional Increase Adjusted Assets acquired Cash and cash equivalents $ 7,837,802 - 7,837,802 Current assets 25,568,584 (9,571 ) 25,559,013 Intangible assets 11,932,042 1,809,023 13,741,065 Goodwill 40,554,998 (1,799,452 ) 38,755,546 Non-current assets 5,442,439 - 5,442,439 Liabilities assumed Current liabilities (32,482,319 ) - (32,482,319 ) Non-current liabilities (5,420,131 ) - (5,420,131 ) Total fair value of net assets from reverse acquisition 53,433,415 - 53,433,415 Fair value of non-controlling interests of the subsidiaries $ 5,433,783 6,018,273 11,452,056 |
Notable Financial Information (
Notable Financial Information (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Notable Financial Information [Abstract] | |
Schedule of total goodwill as allocated | Reporting unit August 31, February 28, HotPlay $ 2,125,648 $ 4,209,381 Longroot 6,634,936 7,966,005 NextBank 10,979,453 15,774,168 Total $ 19,740,037 $ 27,949,554 |
Schedule of represents outstanding balance of operating lease right-to-use asset and operating lease liability | Operating lease Right-to-Use asset August 31, February 28, Net Carrying Value $ 553,467 $ 1,894,654 Operating lease liability August 31, February 28, Current portion $ 190,652 $ 218,181 Noncurrent portion 383,908 1,543,627 Totals $ 574,560 $ 1,761,808 |
Schedule of disaggregation of revenue | August 31, August 31, NextFinTech Interest income $ 768,777 153,338 Financial services 154,171 140,019 Total revenue $ 922,948 293,357 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Acquisitions and Dispositions [Abstract] | |
Schedule of detail of assets and liabilities classified as held for sale | As of June 23, 2021 Provisional Increase Adjusted Assets acquired Cash and cash equivalents $ 3,086,212 - 3,086,212 Current assets 8,083,041 - 8,083,041 Right-of-use assets 2,537,789 - 2,537,789 Non-current assets 6,681,714 1,413,272 8,094,986 Liabilities assumed Current liabilities (9,931,882 ) - (9,931,882 ) Lease liabilities (2,537,789 ) - (2,537,789 ) Non-current liabilities (302,815 ) - (302,815 ) Total identifiable net assets 7,616,270 1,413,272 9,029,542 Add: Goodwill 3,091,490 8,874,576 11,966,066 Fair value of non-controlling interests - (10,287,848 ) (10,287,848 ) Total fair value of purchase consideration 10,707,760 - 10,707,760 As of July 21, 2021 Provisional Increase Adjusted Assets acquired Cash and cash equivalents $ 7,039,001 483,930 7,522,931 Current assets 7,584,013 (483,930 ) 7,100,083 Non-current assets 148,842 - 148,842 Liabilities assumed Current liabilities (11,474,443 ) - (11,474,443 ) Non-current liabilities - - - Total identifiable net assets 3,297,413 - 3,297,413 Adjustment: Goodwill 7,916,540 (905,024 ) 7,011,516 Total fair value of purchase consideration $ 11,213,953 (905,024 ) 10,308,929 |
Schedule of fair value of consideration transferred | Cash $ 6,400,000 Common stock (1,925,581 shares $2.03, closing price of NXTP common stock on July 21, 2021) $ 3,908,929 Fair value of consideration paid $ 10,308,929 |
Schedule of reclassified certain assets and liabilities | As of August 31, 2022 Reinhart NextTrip Total Goodwill Carrying amount $ 23,887,059 $ 1,295,400 25,182,459 Accumulated translation adjustment (394,795 ) — (394,795 ) Impairment loss (8,936,142 ) (1,295,400 ) (10,231,542 ) Goodwill, net $ 14,556,122 $ — $ 14,556,122 Intangible assets Net book value $ 9,295,223 $ 4,131,091 13,426,314 Impairment loss — (1,681,873 ) (1,681,873 ) Valuation adjustment of held-for-sale assets (5,430,273 ) 1,605,694 (3,824,579 ) Intangible assets, net $ 3,864,950 $ 4,054,912 $ 7,919,862 As of February 28, 2022 Reinhart NextTrip Total Goodwill Carrying amount $ 16,818,456 $ 5,191,082 $ 22,009,538 Accumulated translation adjustment (844,568 ) — (844,568 ) Impairment loss (4,977,023 ) (5,191,082 ) (10,168,105 ) Goodwill, net $ 10,996,865 $ — $ 10,996,865 Intangible assets Net book value $ 6,468,491 $ 2,525,142 8,993,633 Impairment loss — (1,215,746 ) (1,215,746 ) Intangible assets, net $ 6,468,491 $ 1,309,396 $ 7,777,887 |
Schedule of detail of assets and liabilities classified as held for sale | Reinhart/Zappware August 31, February 28, Assets Cash and cash equivalent $ 1,093,770 2,185,719 Accounts receivable, net 986,233 839,612 Unbilled receivables 1,911,822 3,275,229 Other receivable — 3,251 Work in progress 513,020 691,863 Prepaid expenses and other current assets 121,357 123,084 Intangible assets, net 3,864,950 — Goodwill, net 14,556,122 — Computers, furniture and equipment, net 68,051 — Operating lease right-of-use asset 2,189,153 — Security deposits 58,155 — Total current assets held for sale 25,362,633 7,118,758 Intangible assets, net — 6,468,491 Goodwill, net — 10,996,865 Computers, furniture and equipment, net — 149,791 Operating lease right-of-use asset — 2,067,942 Security deposits — 71,401 Total non current assets held for sale — 19,754,490 Total assets $ 25,362,633 26,873,248 Liabilities Line of credit and notes payable, net $ 2,624,216 2,878,274 Accounts payable and accrued expenses 4,012,059 3,557,080 Other current liabilities — 264,905 Deferred revenue 539,206 2,040,787 Current portion of operating lease liability 2,189,152 493,622 Total current liabilities held for sale 9,364,633 9,234,668 Line of Credit and Notes Payable Long Term, net — 270,808 Operating lease liability, net of current portion — 1,574,320 Other long term liability — 28,761 Total non current liabilities held for sale — 1,873,889 Total liabilities $ 9,364,633 11,108,557 Net asset $ 15,998,000 15,764,691 NextTrip August 31, February 28, Assets Cash and cash equivalent $ 130,085 151,122 Accounts receivables, net — 1,056 Other receivables — 1,197 Prepaid expenses and other current assets 50,799 60,861 Advance for investments 50,000 — Intangible assets, net 4,054,912 — Computers, furniture and equipment, net 24,364 — Operating lease right-of-use asset 1,003,239 — Security deposits 15,000 — Total current assets held for sale 5,328,399 214,236 Intangible assets, net — 1,309,396 Computers, furniture and equipment, net — 41,671 Security deposits — 15,000 Total non current assets held for sale — 1,366,067 Total assets $ 5,328,399 1,580,303 Liabilities Accounts payable and accrued expenses 832,365 315,595 Deferred revenue 915,643 157,790 Current portion of operating lease liability 1,039,391 — Total current liabilities held for sale 2,787,399 473,385 Total liabilities $ 2,787,399 473,385 Net asset 2,541,000 1,106,918 Total assets and August 31, February 28, Assets Cash and cash equivalent 1,223,855 2,336,841 Accounts receivables, net 986,233 840,668 Unbilled receivables 1,911,822 3,275,229 Other receivables — 4,448 Work in progress 513,020 691,863 Prepaid expenses and other current assets 172,156 183,945 Advance for investments 50,000 — Intangible assets, net 7,919,862 — Goodwill, net 14,556,122 — Computers, furniture and equipment, net 92,415 — Operating lease right-of-use asset 3,192,392 — Security deposits 73,155 — Total current assets held for sale 30,691,032 7,332,994 Intangible assets, net — 7,777,887 Goodwill, net — 10,996,865 Computers, furniture and equipment, net — 191,462 Operating lease right-of-use asset — 2,067,942 Security deposits — 86,401 Total non current assets held for sale — 21,120,557 Total assets 30,691,032 28,453,551 Liabilities Line of credit and notes payable, net 2,624,216 2,878,274 Accounts payable and accrued expenses 4,844,424 3,872,675 Other current liabilities — 264,905 Deferred revenue 1,454,849 2,198,577 Operating lease liability 3,228,543 493,622 Total current liabilities held for sale 12,152,032 9,708,053 Line of Credit and Notes Payable Long Term, net — 270,808 Operating lease liability, net of current portion — 1,574,320 Other long term liability — 28,761 Total non current liabilities held for sale — 1,873,889 Total liabilities 12,152,032 11,581,942 Net asset 18,539,000 16,871,609 |
Schedule of nonvoting convertible preferred shares of TGS compared with net book value of selling assets | Net asset of Reinhart/Zappware as of August 31, 2022 15,998,000 Net asset of NextTrip as of August 31, 2022 2,541,000 Total net asset 18,539,000 Additional cash contribution to TGS per agreement 3,000,000 Cash transferred to NextTrip in May 2022 (1,500,000 ) 1,500,000 Less: Fair value of Reinhart/Zappware – non-controlling interest (7,839,000 ) Consideration expected to be received - Nonvoting convertible preferred shares of TGS 12,200,000 |
Schedule of statement of comprehensive income | For the six-month ended August 31, 2022 Reinhart/ NextTrip Total Revenue $ 6,336,398 $ 366,016 $ 6,702,414 Cost of Revenue 1,404,945 252,045 1,656,990 Gross Profit $ 4,931,453 $ 113,971 $ 5,045,424 Operating expenses 3,809,934 2,199,791 6,009,725 Valuation adjustment of held-for-sale assets 5,430,273 (1,605,694 ) 3,824,579 Impairment loss 63,436 466,128 529,564 Other Expense/(income) 147,864 30,783 178,647 Net profit (loss) before tax for the period from discontinued operations $ (4,520,054 ) $ (977,037 ) $ (5,497,091 ) Estimated corporate taxes $ — $ — $ — Net profit (loss) after tax for the period from discontinued operations $ (4,520,054 ) $ (977,037 ) $ (5,497,091 ) Share loss of non-controlling interest (2,214,826 ) — (2,214,826 ) Net loss from discontinued operation attributable to parent (2,305,228 ) (977,037 ) (3,282,265 ) Other Comprehensive (loss) income: Currency Translation from discontinued operation $ (1,083,361 ) $ — $ (1,083,361 ) Comprehensive (loss) income $ (5,603,415 ) $ (977,037 ) $ (6,580,452 ) Currency translation allocated to: Equity holders of the Company $ 552,514 $ — $ 552,514 Non-controlling interests of the subsidiaries 530,847 — 530,847 $ 1,083,361 $ — $ 1,083,361 Total comprehensive (loss) income attributable to: Equity holders of the Company $ (2,857,741 ) $ (977,037 ) $ (3,834,778 ) Non-controlling interests of the subsidiaries (2,745,674 ) — (2,745,674 ) $ (5,603,415 ) $ (977,037 ) $ (6,580,452 ) For the three-month ended August 31, 2022 Reinhart/ NextTrip Total Revenue $ 2,308,736 $ 194,265 $ 2,503,001 Cost of Revenue 89,177 116,160 205,337 Gross Profit $ 2,219,559 $ 78,105 $ 2,297,664 Operating expenses 2,068,901 1,028,531 3,097,432 Valuation adjustment of held-for-sale assets 5,430,273 (1,605,694 ) (3,824,579 ) Other Expense/(Income) 94,084 (29,586 ) 64,498 Net profit (loss) before tax for the period from discontinued operations $ (5,373,699 ) $ 684,854 $ (4,688,845 ) Estimated corporate taxes $ — $ — $ — Net profit (loss) after tax for the period from discontinued operations $ (5,373,699 ) $ 684,854 $ (4,688,845 ) Share profit of non-controlling interest (2,633,112 ) — (2,633,112 ) Net profit (loss) from discontinued operation attributable to parent (2,740,587 ) 684,854 (2,005,733 ) Other Comprehensive (loss) income: Currency Translation from discontinued operation $ (336,780 ) $ — $ (336,780 ) Comprehensive (loss) income $ (5,710,479 ) $ 684,854 $ (5,025,625 ) Currency translation allocated to: Equity holders of the Company $ 171,758 $ — $ 171,758 Non-controlling interests of the subsidiaries 165,022 — 165,022 $ 336,780 $ — $ 336,780 Total comprehensive (loss) income attributable to: Equity holders of the Company $ (2,912,344 ) $ 684,854 $ (2,227,490 ) Non-controlling interests of the subsidiaries (2,798,135 ) — (2,798,135 ) $ (5,710,479 ) $ 684,854 $ (5,025,625 ) For the six-month ended August 31, 2021 Reinhart/ NextTrip Total Revenue $ 2,317,036 $ 36,890 $ 2,353,926 Cost of Revenue 1,152,770 34,231 1,187,001 Gross Profit $ 1,164,266 $ 2,659 $ 1,166,925 Operating expenses 1,748,536 504,182 2,252,718 Other Expense 72,387 (27,011 ) 45,376 Net loss before tax for the period from discontinued operations $ (656,657 ) $ (474,512 ) $ (1,131,169 ) Estimated corporate taxes $ 52,755 $ - $ 52,755 Net loss after tax for the period from discontinued operations $ (603,902 ) $ (474,512 ) $ (1,078,414 ) Share profit of non-controlling interest (295,912 ) - (295,912 ) Net loss from discontinued operation attributable to parent (307,990 ) (474,512 ) (782,502 ) Other Comprehensive loss: Currency Translation from discontinued operation $ (262,567 ) $ - $ (262,567 ) Comprehensive loss $ (866,469 ) $ (474,512 ) $ (1,340,981 ) Currency translation allocated to: Equity holders of the Company $ (133,909 ) $ - $ (133,909 ) Non-controlling interests of the subsidiaries (128,658 ) - (128,658 ) $ (262,567 ) $ - $ (262,567 ) Total comprehensive (loss) income attributable to: Equity holders of the Company $ (570,557 ) $ (474,512 ) $ (1,045,069 ) Non-controlling interests of the subsidiaries (295,912 ) - (295,912 ) $ (866,469 ) $ (474,512 ) $ (1,340,981 ) For the three-month ended August 31, 2021 Reinhart/ NextTrip Total Revenue $ 2,317,036 $ 36,890 $ 2,353,926 Cost of Revenue 1,152,770 34,231 1,187,001 Gross Profit $ 1,164,266 $ 2,659 $ 1,166,925 Operating expenses 1,748,536 504,182 2,252,718 Other Expense 72,387 (27,011 ) 45,376 Net loss before tax for the period from discontinued operations $ (656,657 ) $ (474,512 ) $ (1,131,169 ) Estimated corporate taxes $ 52,755 $ - $ 52,755 Net loss after tax for the period from discontinued operations $ (603,902 ) $ (474,512 ) $ (1,078,414 ) Share profit of non-controlling interest (295,912 ) - (295,912 ) Net loss from discontinued operation attributable to parent (307,990 ) (474,512 ) (782,502 ) Other Comprehensive loss: Currency Translation from discontinued operation $ (262,567 ) $ - $ (262,567 ) Comprehensive loss $ (866,469 ) $ (474,512 ) $ (1,340,981 ) Currency translation allocated to: Equity holders of the Company $ (133,909 ) $ - $ (133,909 ) Non-controlling interests of the subsidiaries (128,658 ) - (128,658 ) $ (262,567 ) $ - $ (262,567 ) Total comprehensive (loss) income attributable to: Equity holders of the Company $ (570,557 ) $ (474,512 ) $ (1,045,069 ) Non-controlling interests of the subsidiaries (295,912 ) - (295,912 ) $ (866,469 ) $ (474,512 ) $ (1,340,981 ) |
Schedule of cash flow statement | For the six-month ended August 31, 2022 Reinhart/ NextTrip Total Net cash flows from operating activities 1,790,926 1,178,085 2,969,011 Net cash flows used in investing activities (2,754,585 ) (2,699,122 ) (5,453,707 ) Net cash flows from (used in) financing activities (128,290 ) 1,500,000 1,371,710 Net decrease in cash and cash equivalent $ (1,091,949 ) $ (21,037 ) $ (1,112,986 ) For the six-month ended August 31, 2021 Reinhart/ NextTrip Total Net cash flows from operating activities $ 7,938,801 2,052,310 9,991,111 Net cash flows used in investing activities (9,899,377 ) (2,048,753 ) (11,948,130 ) Net cash flows from financing activities 3,453,686 - 3,453,686 Net increase in cash and cash equivalent $ 1,493,110 3,557 1,496,667 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related parties | Name of related parties Relationship with the Company Red Anchor Trading Corporation (“RATC”) A shareholder of the Company and controlled by a Co-CEO of the Company and a director of the Company Tree Roots Entertainment Group Company Limited (“TREG”) A significant shareholder of the Company Axion Ventures Inc. (“Axion”) An entity shareholding by a Co-CEO of the Company Axion Interactive Inc. (“AI”) A subsidiary of Axion HotNow (Thailand) Company Limited (“HotNow”) An entity controlled by a Co-CEO of the Company True Axion Interactive Company Limited (“TAI”) An entity shareholding by a Co-CEO of the Company Magnolia Quality Development Corporation Limited (“MQDC”) A significant shareholder of TREG, which is a significant shareholder of the Company Nithinan Boonyawattanapisut Co-CEO of the Company, and a shareholder of the Company, RATC, HotNow, Axion and TAI Immediate Family Member Immediate family member with executive officer of the Company |
Schedule of significant related party transactions | For the six months ended August 31, August 31, Payment of contract cost: HotNow (Thailand) Company Limited $ — 499,843 Payment of loan interest Magnolia Quality Development Corporation Limited — 21,097 Tree Roots Entertainment Group Company Limited — 22,077 General and admin expense: HotNow (Thailand) Company Limited 237,436 — Rental expense: Tree Roots Entertainment Group Company Limited — 54,078 Technology and development expense: HotNow (Thailand) Company Limited 1,068 — Operating expense: HotNow (Thailand) Company Limited — 188,492 Interest expense of loan from: HotNow (Thailand) Company Limited 634 — Magnolia Quality Development Corporation Limited 19,606 21,446 Tree Roots Entertainment Group Company Limited $ 14,160 51,262 |
Schedule of the company had the following related party balances | Nature August 31, February 28, Amounts due from related parties: HotNow (Thailand) Company Limited Other receivable — 155,425 Total $ — 155,425 Amounts due to related parties: HotNow (Thailand) Company Limited Account payable 312 393 Accrued expense 1,071 — Magnolia Quality Development Corporation Limited Accrued expense 15,530 3,169 Tree Roots Entertainment Group Accrued expense 41,627 32,700 Axion Interactive Inc. Accrued expense 1,770 1,770 Red Anchor Trading Corporation Account payable — 395,782 Total $ 60,310 433,814 Notes payable: Magnolia Quality Development Corporation Limited 411,647 459,024 Tree Roots Entertainment Group 274,431 306,016 Immediate Family Member — 966,314 Total $ 686,078 1,731,354 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets, both acquired and developed, including accumulated amortization | Useful Life Cost Impairment Accumulated Amortization Net Carrying Value Software development costs 3.0 - 5.0 years $ 492,094 200,000 6,301 285,793 Trademark & License 1.0 - 20.0 years 6,214,698 - 1,327,304 4,887,394 CIP – Software development 11,328,518 - - 11,328,518 $ 18,035,310 200,000 1,333,605 16,501,705 |
Schedule of carrying value of definite-lived intangible assets | As of August 31, 2022 Amortization 2023 $ 1,249,046 2024 1,729,261 2025 1,629,784 2026 565,096 2027 - $ 5,173,187 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Description As of As of Streeterville Capital, LLC $ 4,517,639 $ 4,053,736 Business Brokers, LLC 678,750 725,000 McCarthy Tetrault LLP 362,893 — Total 5,559,282 4,778,736 Less: Debt issuance cost (325,833 ) (315,265 ) Line of Credit and Notes Payable, net 5,233,449 4,463,471 Less: Current portion of Line of Credit and Notes Payable (5,233,449 ) (4,463,471 ) Line of Credit and Notes Payable Long Term, net $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Stockholders' Equity [Abstract] | |
Schedule of warrants outstanding | Warrants Weighted Outstanding, February 28, 2022 14,811,679 $ 2.05 Warrants expired (380,771 ) 5.15 Outstanding, August 31, 2022 14,430,908 $ 1.97 Common stock issuable upon exercise of warrants 14,430,908 $ 1.97 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Schedule of represents obligations and commitments | Current Long Term FYE 2023 FYE 2024 Totals Office Leases $ 229,709 $ 331,489 $ 561,199 Insurance and Other 35,153 7,200 42,353 Totals $ 264,862 $ 338,689 $ 603,551 |
Business Segment Reporting (Tab
Business Segment Reporting (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segments | For the six-month ended August 31, 2022 NextFinTech NextMedia Totals Revenue $ 922,948 — 922,948 Cost of revenue $ 668,024 — 668,024 Gross profit $ 254,924 — 254,924 Operating expenses: General and administrative $ 1,621,401 309,685 1,931,086 Salaries and benefits 1,817,910 506,662 2,324,572 Depreciation and amortization 55,181 296,210 351,391 Others 344,683 80,363 425,046 Total operating expenses $ 3,839,175 1,192,920 5,032,095 Operating loss $ (3,584,251 ) (1,192,920 ) (4,777,171 ) Other income/(expense) $ (37,195 ) (36,829 ) (74,024 ) Net (loss) before tax – reportable segment $ (3,621,446 ) (1,229,749 ) (4,851,195 ) Unallocated distribution and administrative expenses and finance cost: - General and administrative 4,752,187 - Salaries and benefits 563,611 - Other operating expenses 1,229,636 - Interest expense 351,535 6,896,969 Net (loss) before tax from continuing operation (11,748,164 ) Segment assets 45,344,058 18,124,686 63,468,744 Unallocated assets 7,309,599 Assets from discontinued operation 30,691,032 Total asset 101,469,375 For the three months ended August 31, 2022 NextFinTech NextMedia Totals Revenue $ 456,397 — 456,397 Cost of revenue $ 565,057 — 565,057 Gross profit $ (108,660 ) — (108,660 ) Operating expenses: General and administrative $ 779,797 168,479 948,276 Salaries and benefits 967,113 247,810 1,214,923 Depreciation and amortization 29,815 149,612 179,427 Others 208,646 35,038 243,684 Total operating expenses $ 1,985,371 600,939 2,586,310 Operating loss $ (2,094,031 ) (600,939 ) (2,694,970 ) Other expenses $ (72,423 ) (26,729 ) (99,152 ) Net (loss) before tax – reportable segment $ (2,166,454 ) (627,668 ) (2,794,122 ) Unallocated distribution and administrative expenses and finance cost: - General and administrative 3,431,942 - Salaries and benefits 243,816 - Other operating expenses 468,394 - Interest expense 206,150 4,350,302 Net (loss) before tax from continuing operation (7,144,424 ) For the six-month ended August 31, 2021 NextFinTech NextMedia Totals Revenue $ 293,357 - 293,357 Cost of Revenue $ 87,339 - 87,339 Gross Profit $ 206,018 - 206,018 Operating expenses: General and administrative $ 439,821 431,286 871,107 Salaries and benefits 282,221 616,275 898,496 Depreciation and amortization 15,070 276,065 291,135 Others 92,150 97,143 189,293 Total operating expenses $ 829,262 1,420,769 2,250,031 Operating loss $ (623,244 ) (1,420,769 ) (2,044,013 ) Other income/(Expense) $ 48,227 (44,164 ) 4,063 Net (loss) before tax - reportable segment $ (575,017 ) (1,464,933 ) (2,039,950 ) Unallocated distribution and administrative expenses and finance cost: - General and administrative 865,104 - Salaries and benefits 657,003 - Other operating expenses 5,385,210 - Interest expense (42,910 ) 6,864,407 Net (loss) before tax from continuing operation (8,904,357 ) Segment assets 24,567,254 9,377,925 33,945,179 Unallocated assets 49,410,901 Assets from discontinued operation 20,410,583 Total asset 103,766,663 For the three-month ended August 31, 2021 NextFinTech NextMedia Totals Revenue $ 293,357 - 293,357 Cost of revenue $ 87,339 - 87,339 Gross profit $ 206,018 - 206,018 Operating expenses: General and administrative $ 439,821 293,377 733,198 Salaries and benefits 282,221 438,149 720,370 Depreciation and amortization 15,070 141,307 156,377 Others 92,150 14,211 106,361 Total operating expenses $ 829,262 887,044 1,716,306 Operating loss $ (623,244 ) (887,044 ) (1,510,288 ) Other income/(expense) $ 48,227 (1,994 ) 46,233 Net (loss) before tax - reportable segment $ (575,017 ) (889,038 ) (1,464,055 ) Unallocated distribution and administrative expenses and finance cost: - General and administrative 865,104 - Salaries and benefits 657,003 - Other operating expenses 5,387,994 - Interest expense (42,910 ) 6,867,191 Net (loss) before tax from continuing operation (8,331,246 ) |
Schedule of geographic information | For three-month period ended For six-month periods ended Revenue August 31, August 31, August 31, August 31, United States and Puerto Rico $ 456,397 $ 293,357 $ 922,948 $ 293,357 $ 456,397 $ 293,357 $ 922,948 293,357 Long-lived Assets August 31, February 28, United States and Puerto Rico $ 31,972,923 $ 44,128,496 Europe — 11,913,658 Thailand 10,205,934 9,951,343 $ 42,178,857 $ 65,993,497 |
Summary of Business Operation_3
Summary of Business Operations and Significant Accounting Policies (Details) | 1 Months Ended | 6 Months Ended | ||||||||
Nov. 16, 2021 USD ($) | Nov. 16, 2021 MYR (RM) | Jul. 23, 2020 shares | Aug. 31, 2022 USD ($) shares | Jun. 13, 2022 USD ($) | Jun. 13, 2022 CAD ($) | May 31, 2022 USD ($) | Oct. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | May 26, 2021 USD ($) | |
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||||||
Annual license fee | $ 15,000 | |||||||||
Paid the capital amount | $ 2,260,000 | RM 10 | ||||||||
Ownership percentage | 51% | |||||||||
Aggregate shares (in Shares) | shares | 915,000 | |||||||||
Preferred stock, description | As consideration for the sale of Reinhart and NextTrip, upon closing of the transaction, (i) the Company will receive 232,380,952 shares of newly created nonvoting convertible preferred stock of TGS (the “TGS Preferred”), valued at $12.2 million, and (ii) Messrs. Kerby and Monaco, both of whom hold certain equity interests in NextTrip (discussed above), will receive an aggregate of 69,714,286 TGS common shares, valued at $3.66 million, of which 11,619,048 TGS common shareswill be held in escrow for a period of time. | |||||||||
Contribution agreement | $ 1,500,000 | |||||||||
Additional contribution | 1,500,000 | |||||||||
TD assets holding | $ 2,500,000 | |||||||||
Shares issued (in Shares) | shares | 52,000,000 | |||||||||
Reverse merger acquisition percentage | 100% | |||||||||
Fair value | $ 178,234 | $ 231,121 | $ 2,765,000 | $ 1,752,639 | $ 6,000,000 | $ 1,500,000 | ||||
Zappware [Member] | ||||||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||||||
Ownership percentage | 100% | |||||||||
Computer Equipment [Member] | Minimum [Member] | ||||||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||||||
Estimated useful life | 3 years | |||||||||
Computer Equipment [Member] | Maximum [Member] | ||||||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||||||
Estimated useful life | 5 years | |||||||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||||||
Estimated useful life | 5 years | |||||||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||||||
Summary of Business Operations and Significant Accounting Policies (Details) [Line Items] | ||||||||||
Estimated useful life | 10 years |
Summary of Business Operation_4
Summary of Business Operations and Significant Accounting Policies (Details) - Schedule of reverse acquisition - Reverse acquisition [Member] | 6 Months Ended |
Jun. 30, 2021 USD ($) $ / shares shares | |
Business Acquisition [Line Items] | |
Number of Monaker common shares outstanding (in Shares) | shares | 23,854,203 |
Monaker share price (in Dollars per share) | $ / shares | $ 2.24 |
Fair value of common shares | $ 53,433,415 |
Provisional Fair Value [Member] | |
Assets acquired | |
Cash and cash equivalents | 7,837,802 |
Current assets | 25,568,584 |
Intangible assets | 11,932,042 |
Goodwill | 40,554,998 |
Non-current assets | 5,442,439 |
Liabilities assumed | |
Current liabilities | (32,482,319) |
Non-current liabilities | (5,420,131) |
Total fair value of net assets from reverse acquisition | 53,433,415 |
Fair value of non-controlling interests of the subsidiaries | 5,433,783 |
Increase (Decrease) [Member] | |
Assets acquired | |
Cash and cash equivalents | |
Current assets | (9,571) |
Intangible assets | 1,809,023 |
Goodwill | (1,799,452) |
Non-current assets | |
Liabilities assumed | |
Current liabilities | |
Non-current liabilities | |
Total fair value of net assets from reverse acquisition | |
Fair value of non-controlling interests of the subsidiaries | 6,018,273 |
Adjusted Fair Value [Member] | |
Assets acquired | |
Cash and cash equivalents | 7,837,802 |
Current assets | 25,559,013 |
Intangible assets | 13,741,065 |
Goodwill | 38,755,546 |
Non-current assets | 5,442,439 |
Liabilities assumed | |
Current liabilities | (32,482,319) |
Non-current liabilities | (5,420,131) |
Total fair value of net assets from reverse acquisition | 53,433,415 |
Fair value of non-controlling interests of the subsidiaries | $ 11,452,056 |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Thousands | Aug. 31, 2022 | Feb. 28, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 54,010 | $ 39,170 |
Working capital | 6,750 | |
Monthly cash requirement | 1,400 | |
Deferred revenue | $ 400 |
Notable Financial Information_2
Notable Financial Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Aug. 31, 2022 | Feb. 28, 2022 | |
Notable Financial Information (Details) [Line Items] | ||
Short-term certificate of deposits | $ 300,000 | $ 300,000 |
Interest rate | 0.05% | |
Loans receivable | $ 22,000,000 | 17,300,000 |
Allowance for loan losses | 400,000 | 100,000 |
Loan | 40,000 | |
Unbilled receivables | 6,000 | 2,000 |
Prepaid expenses | 900,000 | 500,000 |
Other current assets | 300,000 | 300,000 |
Allowance for expected credit loss | 3,100,000 | |
Net computers, furniture and equipment | 347,570 | 366,499 |
Accounts payable | 2,700,000 | 1,900,000 |
Accrued expenses | 4,200,000 | 2,800,000 |
Notes payable | $ 5,200,000 | 4,500,000 |
Accrue interest rate | 18% | |
Short term note payable – related party | $ 700,000 | 800,000 |
Long term note payable | $ 0 | 1,000,000 |
Minimum [Member] | ||
Notable Financial Information (Details) [Line Items] | ||
Interest rate | 5.50% | |
Customer deposits interest rate | 0% | |
Accrue interest rate | 9.00% | |
Maximum [Member] | ||
Notable Financial Information (Details) [Line Items] | ||
Interest rate | 17.90% | |
Customer deposits interest rate | 4% | |
Accrue interest rate | 9.75% | |
NextBank [Member] | ||
Notable Financial Information (Details) [Line Items] | ||
Customer demand deposits payable | $ 25,800,000 | 7,500,000 |
Computers Furniture and Equipment [Member] | ||
Notable Financial Information (Details) [Line Items] | ||
Net computers, furniture and equipment | 300,000 | 400,000 |
Depreciation expense | 400,000 | $ 100,000 |
Axion [Member] | ||
Notable Financial Information (Details) [Line Items] | ||
Allowance for expected credit loss | $ 4,600,000 | |
Note Payable [Member] | ||
Notable Financial Information (Details) [Line Items] | ||
Accrue interest rate | 12% |
Notable Financial Information_3
Notable Financial Information (Details) - Schedule of total goodwill as allocated - USD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Goodwill [Line Items] | ||
Total reporting unit | $ 19,740,037 | $ 27,949,554 |
HotPlay [Member] | ||
Goodwill [Line Items] | ||
Total reporting unit | 2,125,648 | 4,209,381 |
Longroot [Member] | ||
Goodwill [Line Items] | ||
Total reporting unit | 6,634,936 | 7,966,005 |
NextBank [Member] | ||
Goodwill [Line Items] | ||
Total reporting unit | $ 10,979,453 | $ 15,774,168 |
Notable Financial Information_4
Notable Financial Information (Details) - Schedule of represents outstanding balance of operating lease right-to-use asset and operating lease liability - USD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Operating lease Right-to-Use asset | ||
Net Carrying Value | $ 553,467 | $ 1,894,654 |
Operating lease liability | ||
Current portion | 190,652 | 218,181 |
Noncurrent portion | 383,908 | 1,543,627 |
Totals | $ 574,560 | $ 1,761,808 |
Notable Financial Information_5
Notable Financial Information (Details) - Schedule of disaggregation of revenue - USD ($) | 6 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 922,948 | $ 293,357 |
Interest income {Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 768,777 | 153,338 |
Financial services {Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 154,171 | $ 140,019 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Details) | 1 Months Ended | 6 Months Ended | |||||||
May 06, 2021 shares | Apr. 01, 2021 USD ($) shares | Jan. 15, 2021 USD ($) | Jan. 15, 2021 CHF (SFr) | Jul. 21, 2021 $ / shares shares | Aug. 31, 2022 USD ($) | May 31, 2022 USD ($) | Jun. 28, 2022 | Feb. 28, 2022 $ / shares | |
Acquisitions and Dispositions (Details) [Line Items] | |||||||||
Payment of investment | $ 6,400,000 | ||||||||
Common stock share (in Shares) | shares | 1 | ||||||||
Common stock per share (in Dollars per share) | $ / shares | $ 2.5 | ||||||||
Acquired control percentage | 100% | ||||||||
Increase in goodwill | $ 8,200,000 | ||||||||
Intangible assets | 1,800,000 | $ 500,000 | |||||||
Increase in intangible assets | 10,000 | ||||||||
Impairment loss on goodwill | 1,210,417 | 100,000 | |||||||
Operations amount | $ 3,800,000 | ||||||||
Reinhart [Member] | |||||||||
Acquisitions and Dispositions (Details) [Line Items] | |||||||||
Ownership percentage | 51% | 51% | 0.90% | ||||||
Intangible assets | 10,200,000 | ||||||||
Impairment loss on goodwill | 5,000,000 | ||||||||
Operations amount | 1,200,000 | ||||||||
Increase (Decrease) in Next trip in amount | $ 5,200,000 | ||||||||
Class A Common Stock [Member] | |||||||||
Acquisitions and Dispositions (Details) [Line Items] | |||||||||
Number of shares agreed to purchase (in Shares) | shares | 2,191,489 | ||||||||
Percentage of outstanding shares agreed to acquire | 57.16% | ||||||||
Restricted shares of common stock (in Shares) | shares | 1.168 | ||||||||
Common stock per share (in Dollars per share) | $ / shares | $ 2.92 | ||||||||
IFEB [Member] | |||||||||
Acquisitions and Dispositions (Details) [Line Items] | |||||||||
Common stock per share (in Dollars per share) | $ / shares | $ 2.5 | ||||||||
Swiss Francs [Member] | |||||||||
Acquisitions and Dispositions (Details) [Line Items] | |||||||||
Consideration | SFr | SFr 10,000,000 | ||||||||
Investment Agreement [Member] | |||||||||
Acquisitions and Dispositions (Details) [Line Items] | |||||||||
Consideration | $ 10,700,000 | ||||||||
Founders cash | $ 10,700,000 | ||||||||
Preferred Stock Exchange Agreement [Member] | |||||||||
Acquisitions and Dispositions (Details) [Line Items] | |||||||||
Shares issued in exchange (in Shares) | shares | 1,950,000 | ||||||||
Preferred Stock Exchange Agreement [Member] | Series A Preferred Shares [Member] | |||||||||
Acquisitions and Dispositions (Details) [Line Items] | |||||||||
Shares issued in exchange (in Shares) | shares | 5,850 | ||||||||
Share Exchange Agreement [Member] | |||||||||
Acquisitions and Dispositions (Details) [Line Items] | |||||||||
Shares issued in exchange (in Shares) | shares | 1,926,750 | ||||||||
Share Exchange Agreement [Member] | Class A Common Stock [Member] | |||||||||
Acquisitions and Dispositions (Details) [Line Items] | |||||||||
Shares issued in exchange (in Shares) | shares | 1,648,614 | ||||||||
Percentage of shares exchanged | 42.94% |
Acquisitions and Dispositions_3
Acquisitions and Dispositions (Details) - Schedule of adjustment to the provisional value of the identifiable assets and liabilities - USD ($) | Jun. 23, 2022 | Jul. 21, 2021 |
Provisional value [Member] | ||
Assets acquired | ||
Cash and cash equivalents | $ 3,086,212 | $ 7,039,001 |
Current assets | 8,083,041 | 7,584,013 |
Right-of-use assets | 2,537,789 | |
Non-current assets | 6,681,714 | 148,842 |
Liabilities assumed | ||
Current liabilities | (9,931,882) | (11,474,443) |
Lease liabilities | (2,537,789) | |
Non-current liabilities | (302,815) | |
Total identifiable net assets | 7,616,270 | 3,297,413 |
Adjustment: Goodwill | 3,091,490 | 7,916,540 |
Total fair value of purchase consideration | 10,707,760 | 11,213,953 |
Adjusted fair value [Member] | ||
Assets acquired | ||
Cash and cash equivalents | 3,086,212 | 7,522,931 |
Current assets | 8,083,041 | 7,100,083 |
Right-of-use assets | 2,537,789 | |
Non-current assets | 8,094,986 | 148,842 |
Liabilities assumed | ||
Current liabilities | (9,931,882) | (11,474,443) |
Lease liabilities | (2,537,789) | |
Non-current liabilities | (302,815) | |
Total identifiable net assets | 9,029,542 | 3,297,413 |
Adjustment: Goodwill | 11,966,066 | 7,011,516 |
Fair value of non-controlling interests | (10,287,848) | |
Total fair value of purchase consideration | 10,707,760 | 10,308,929 |
Increase (Decrease) [Member] | ||
Assets acquired | ||
Cash and cash equivalents | 483,930 | |
Current assets | (483,930) | |
Non-current assets | 1,413,272 | |
Liabilities assumed | ||
Total identifiable net assets | 1,413,272 | |
Adjustment: Goodwill | 8,874,576 | (905,024) |
Fair value of non-controlling interests | $ (10,287,848) | |
Total fair value of purchase consideration | $ (905,024) |
Acquisitions and Dispositions_4
Acquisitions and Dispositions (Details) - Schedule of fair value of consideration transferred - Business Combination [Member] | 6 Months Ended |
Aug. 31, 2022 USD ($) | |
Acquisitions and Dispositions (Details) - Schedule of fair value of consideration transferred [Line Items] | |
Cash | $ 6,400,000 |
Common stock (1,925,581 shares @ $2.03, closing price of NXTP common stock on July 21, 2021) | 3,908,929 |
Fair value of consideration paid | $ 10,308,929 |
Acquisitions and Dispositions_5
Acquisitions and Dispositions (Details) - Schedule of fair value of consideration transferred (Parentheticals) - Business Combination [Member] | 6 Months Ended |
Aug. 31, 2022 $ / shares shares | |
Acquisitions and Dispositions (Details) - Schedule of fair value of consideration transferred (Parentheticals) [Line Items] | |
Shares of common stock | shares | 1,925,581 |
Closing price per share | $ / shares | $ 2.03 |
Acquisitions and Dispositions_6
Acquisitions and Dispositions (Details) - Schedule of reclassified certain assets and liabilities - USD ($) | 6 Months Ended | |
Aug. 31, 2022 | Feb. 28, 2022 | |
Goodwill | ||
Carrying amount | $ 25,182,459 | $ 22,009,538 |
Accumulated translation adjustment | (394,795) | (844,568) |
Impairment loss | (10,231,542) | (10,168,105) |
Goodwill, net | 14,556,122 | 10,996,865 |
Intangible assets | ||
Net book value | 13,426,314 | 8,993,633 |
Impairment loss | (1,681,873) | (1,215,746) |
Valuation adjustment of held-for-sale assets | (3,824,579) | |
Intangible assets, net | 7,919,862 | 7,777,887 |
Reinhart/ Zappware [Member] | ||
Goodwill | ||
Carrying amount | 23,887,059 | 16,818,456 |
Accumulated translation adjustment | (394,795) | (844,568) |
Impairment loss | (8,936,142) | (4,977,023) |
Goodwill, net | 14,556,122 | 10,996,865 |
Intangible assets | ||
Net book value | 9,295,223 | 6,468,491 |
Impairment loss | ||
Valuation adjustment of held-for-sale assets | (5,430,273) | |
Intangible assets, net | 3,864,950 | 6,468,491 |
NextTrip [Member] | ||
Goodwill | ||
Carrying amount | 1,295,400 | 5,191,082 |
Accumulated translation adjustment | ||
Impairment loss | (1,295,400) | (5,191,082) |
Goodwill, net | ||
Intangible assets | ||
Net book value | 4,131,091 | 2,525,142 |
Impairment loss | (1,681,873) | (1,215,746) |
Valuation adjustment of held-for-sale assets | 1,605,694 | |
Intangible assets, net | $ 4,054,912 | $ 1,309,396 |
Acquisitions and Dispositions_7
Acquisitions and Dispositions (Details) - Schedule of detail of assets and liabilities classified as held for sale - Business Acquisitions [Member] - USD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Assets | ||
Cash and cash equivalent | $ 1,223,855 | $ 2,336,841 |
Accounts receivables, net | 986,233 | 840,668 |
Other receivables | 4,448 | |
Unbilled receivables | 1,911,822 | 3,275,229 |
Work in progress | 513,020 | 691,863 |
Prepaid expenses and other current assets | 172,156 | 183,945 |
Advance for investments | 50,000 | |
Intangible assets, net | 7,919,862 | |
Goodwill, net | 14,556,122 | |
Computers, furniture and equipment, net | 92,415 | |
Operating lease right-of-use asset | 3,192,392 | |
Security deposits | 73,155 | |
Total current assets held for sale | 30,691,032 | 7,332,994 |
Intangible assets, net | 7,777,887 | |
Goodwill, net | 10,996,865 | |
Computers, furniture and equipment, net | 191,462 | |
Operating lease right-of-use asset | 2,067,942 | |
Security deposits | 86,401 | |
Total non current assets held for sale | 21,120,557 | |
Total assets | 30,691,032 | 28,453,551 |
Liabilities | ||
Line of credit and notes payable, net | 2,624,216 | 2,878,274 |
Accounts payable and accrued expenses | 4,844,424 | 3,872,675 |
Other current liabilities | 264,905 | |
Deferred revenue | 1,454,849 | 2,198,577 |
Operating lease liability | 3,228,543 | 493,622 |
Total current liabilities held for sale | 12,152,032 | 9,708,053 |
Line of Credit and Notes Payable Long Term, net | 270,808 | |
Operating lease liability, net of current portion | 1,574,320 | |
Other long term liability | 28,761 | |
Total non current liabilities held for sale | 1,873,889 | |
Total liabilities | 12,152,032 | 11,581,942 |
Net asset | 18,539,000 | 16,871,609 |
Reinhart/ Zappware [Member] | ||
Assets | ||
Cash and cash equivalent | 1,093,770 | 2,185,719 |
Accounts receivable, net | 986,233 | 839,612 |
Unbilled receivables | 1,911,822 | 3,275,229 |
Other receivable | 3,251 | |
Work in progress | 513,020 | 691,863 |
Prepaid expenses and other current assets | 121,357 | 123,084 |
Intangible assets, net | 3,864,950 | |
Goodwill, net | 14,556,122 | |
Computers, furniture and equipment, net | 68,051 | |
Operating lease right-of-use asset | 2,189,153 | |
Security deposits | 58,155 | |
Total current assets held for sale | 25,362,633 | 7,118,758 |
Intangible assets, net | 6,468,491 | |
Goodwill, net | 10,996,865 | |
Computers, furniture and equipment, net | 149,791 | |
Operating lease right-of-use asset | 2,067,942 | |
Security deposits | 71,401 | |
Total non current assets held for sale | 19,754,490 | |
Total assets | 25,362,633 | 26,873,248 |
Liabilities | ||
Line of credit and notes payable, net | 2,624,216 | 2,878,274 |
Accounts payable and accrued expenses | 4,012,059 | 3,557,080 |
Other current liabilities | 264,905 | |
Deferred revenue | 539,206 | 2,040,787 |
Current portion of operating lease liability | 2,189,152 | 493,622 |
Total current liabilities held for sale | 9,364,633 | 9,234,668 |
Line of Credit and Notes Payable Long Term, net | 270,808 | |
Operating lease liability, net of current portion | 1,574,320 | |
Other long term liability | 28,761 | |
Total non current liabilities held for sale | 1,873,889 | |
Total liabilities | 9,364,633 | 11,108,557 |
Net asset | 15,998,000 | 15,764,691 |
NextTrip [Member] | ||
Assets | ||
Cash and cash equivalent | 130,085 | 151,122 |
Accounts receivables, net | 1,056 | |
Other receivables | 1,197 | |
Prepaid expenses and other current assets | 50,799 | 60,861 |
Advance for investments | 50,000 | |
Intangible assets, net | 4,054,912 | |
Computers, furniture and equipment, net | 24,364 | |
Operating lease right-of-use asset | 1,003,239 | |
Security deposits | 15,000 | |
Total current assets held for sale | 5,328,399 | 214,236 |
Intangible assets, net | 1,309,396 | |
Computers, furniture and equipment, net | 41,671 | |
Security deposits | 15,000 | |
Total non current assets held for sale | 1,366,067 | |
Total assets | 5,328,399 | 1,580,303 |
Liabilities | ||
Accounts payable and accrued expenses | 832,365 | 315,595 |
Deferred revenue | 915,643 | 157,790 |
Current portion of operating lease liability | 1,039,391 | |
Total current liabilities held for sale | 2,787,399 | 473,385 |
Total liabilities | 2,787,399 | 473,385 |
Net asset | $ 2,541,000 | $ 1,106,918 |
Acquisitions and Dispositions_8
Acquisitions and Dispositions (Details) - Schedule of nonvoting convertible preferred shares of TGS compared with net book value of selling assets - Business acquisition [Member] | 6 Months Ended |
Aug. 31, 2022 USD ($) | |
Acquisitions and Dispositions (Details) - Schedule of nonvoting convertible preferred shares of TGS compared with net book value of selling assets [Line Items] | |
Total net asset | $ 18,539,000 |
Additional cash contribution to TGS per agreement | 3,000,000 |
Cash transferred to NextTrip in May 2022 | (1,500,000) |
Total net liability | 1,500,000 |
Less: Fair value of Reinhart/Zappware – non-controlling interest | (7,839,000) |
Consideration expected to be received - Nonvoting convertible preferred shares of TGS | 12,200,000 |
Net asset of Reinhart/Zappware [Member] | |
Acquisitions and Dispositions (Details) - Schedule of nonvoting convertible preferred shares of TGS compared with net book value of selling assets [Line Items] | |
Total net asset | 15,998,000 |
Net asset of NextTrip [Member] | |
Acquisitions and Dispositions (Details) - Schedule of nonvoting convertible preferred shares of TGS compared with net book value of selling assets [Line Items] | |
Total net asset | $ 2,541,000 |
Acquisitions and Dispositions_9
Acquisitions and Dispositions (Details) - Schedule of statement of comprehensive income - Business Acquisition [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Condensed Statement of Income Captions [Line Items] | ||||
Revenue | $ 2,503,001 | $ 2,353,926 | $ 6,702,414 | $ 2,353,926 |
Cost of Revenue | 205,337 | 1,187,001 | 1,656,990 | 1,187,001 |
Gross Profit | 2,297,664 | 1,166,925 | 5,045,424 | 1,166,925 |
Operating expenses | 3,097,432 | 2,252,718 | 6,009,725 | 2,252,718 |
Other Expense | 45,376 | 45,376 | ||
Net loss before tax for the period from discontinued operations | (1,131,169) | (1,131,169) | ||
Valuation adjustment of held-for-sale assets | (3,824,579) | 3,824,579 | ||
Impairment loss | 529,564 | |||
Other Expense/(income) | 64,498 | 178,647 | ||
Net profit (loss) before tax for the period from discontinued operations | (4,688,845) | (5,497,091) | ||
Estimated corporate taxes | 52,755 | 52,755 | ||
Net loss after tax for the period from discontinued operations | (1,078,414) | (1,078,414) | ||
Net profit (loss) after tax for the period from discontinued operations | (4,688,845) | (5,497,091) | ||
Share profit of non-controlling interest | (2,633,112) | (295,912) | (295,912) | |
Net profit (loss) from discontinued operation attributable to parent | (2,005,733) | |||
Share loss of non-controlling interest | (2,214,826) | |||
Net loss from discontinued operation attributable to parent | (782,502) | (3,282,265) | (782,502) | |
Other Comprehensive (loss) income: | ||||
Currency Translation from discontinued operation | (336,780) | (262,567) | (1,083,361) | (262,567) |
Comprehensive loss | (1,340,981) | (1,340,981) | ||
Comprehensive (loss) income | (5,025,625) | (6,580,452) | ||
Currency translation allocated to: | ||||
Equity holders of the Company | 171,758 | (133,909) | 552,514 | (133,909) |
Non-controlling interests of the subsidiaries | 165,022 | (128,658) | 530,847 | (128,658) |
Total foreign currency translation | 336,780 | (262,567) | 1,083,361 | (262,567) |
Total comprehensive (loss) income attributable to: | ||||
Equity holders of the Company | (2,227,490) | (1,045,069) | (3,834,778) | (1,045,069) |
Non-controlling interests of the subsidiaries | (2,798,135) | (295,912) | (2,745,674) | (295,912) |
Total comprehensive loss | (5,025,625) | (1,340,981) | (6,580,452) | (1,340,981) |
Reinhart/ Zappware [Member] | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Revenue | 2,308,736 | 2,317,036 | 6,336,398 | 2,317,036 |
Cost of Revenue | 89,177 | 1,152,770 | 1,404,945 | 1,152,770 |
Gross Profit | 2,219,559 | 1,164,266 | 4,931,453 | 1,164,266 |
Operating expenses | 2,068,901 | 1,748,536 | 3,809,934 | 1,748,536 |
Other Expense | 72,387 | 72,387 | ||
Net loss before tax for the period from discontinued operations | (656,657) | (656,657) | ||
Valuation adjustment of held-for-sale assets | 5,430,273 | 5,430,273 | ||
Impairment loss | 63,436 | |||
Other Expense/(income) | 94,084 | 147,864 | ||
Net profit (loss) before tax for the period from discontinued operations | (5,373,699) | (4,520,054) | ||
Estimated corporate taxes | 52,755 | 52,755 | ||
Net loss after tax for the period from discontinued operations | (603,902) | (603,902) | ||
Net profit (loss) after tax for the period from discontinued operations | (5,373,699) | (4,520,054) | ||
Share profit of non-controlling interest | (2,633,112) | (295,912) | (295,912) | |
Net profit (loss) from discontinued operation attributable to parent | (2,740,587) | |||
Share loss of non-controlling interest | (2,214,826) | |||
Net loss from discontinued operation attributable to parent | (307,990) | (2,305,228) | (307,990) | |
Other Comprehensive (loss) income: | ||||
Currency Translation from discontinued operation | (336,780) | (262,567) | (1,083,361) | (262,567) |
Comprehensive loss | (866,469) | (866,469) | ||
Comprehensive (loss) income | (5,710,479) | (5,603,415) | ||
Currency translation allocated to: | ||||
Equity holders of the Company | 171,758 | (133,909) | 552,514 | (133,909) |
Non-controlling interests of the subsidiaries | 165,022 | (128,658) | 530,847 | (128,658) |
Total foreign currency translation | 336,780 | (262,567) | 1,083,361 | (262,567) |
Total comprehensive (loss) income attributable to: | ||||
Equity holders of the Company | (2,912,344) | (570,557) | (2,857,741) | (570,557) |
Non-controlling interests of the subsidiaries | (2,798,135) | (295,912) | (2,745,674) | (295,912) |
Total comprehensive loss | (5,710,479) | (866,469) | (5,603,415) | (866,469) |
NextTrip [Member] | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Revenue | 194,265 | 36,890 | 366,016 | 36,890 |
Cost of Revenue | 116,160 | 34,231 | 252,045 | 34,231 |
Gross Profit | 78,105 | 2,659 | 113,971 | 2,659 |
Operating expenses | 1,028,531 | 504,182 | 2,199,791 | 504,182 |
Other Expense | (27,011) | (27,011) | ||
Net loss before tax for the period from discontinued operations | (474,512) | (474,512) | ||
Valuation adjustment of held-for-sale assets | (1,605,694) | (1,605,694) | ||
Impairment loss | 466,128 | |||
Other Expense/(income) | (29,586) | 30,783 | ||
Net profit (loss) before tax for the period from discontinued operations | 684,854 | (977,037) | ||
Estimated corporate taxes | ||||
Net loss after tax for the period from discontinued operations | (474,512) | (474,512) | ||
Net profit (loss) after tax for the period from discontinued operations | 684,854 | (977,037) | ||
Share profit of non-controlling interest | ||||
Net profit (loss) from discontinued operation attributable to parent | 684,854 | |||
Share loss of non-controlling interest | ||||
Net loss from discontinued operation attributable to parent | (474,512) | (977,037) | (474,512) | |
Other Comprehensive (loss) income: | ||||
Currency Translation from discontinued operation | ||||
Comprehensive loss | (474,512) | (474,512) | ||
Comprehensive (loss) income | 684,854 | (977,037) | ||
Currency translation allocated to: | ||||
Equity holders of the Company | ||||
Non-controlling interests of the subsidiaries | ||||
Total foreign currency translation | ||||
Total comprehensive (loss) income attributable to: | ||||
Equity holders of the Company | 684,854 | (474,512) | (977,037) | (474,512) |
Non-controlling interests of the subsidiaries | ||||
Total comprehensive loss | $ 684,854 | $ (474,512) | $ (977,037) | $ (474,512) |
Acquisitions and Disposition_10
Acquisitions and Dispositions (Details) - Schedule of cash flow statement - USD ($) | 6 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Reinhart/ Zappware [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash flows from operating activities | $ 1,790,926 | $ 7,938,801 |
Net cash flows from (used in) investing activities | (2,754,585) | (9,899,377) |
Net cash flows from (used in) financing activities | (128,290) | 3,453,686 |
Net increase (decrease) in cash and cash equivalent | (1,091,949) | 1,493,110 |
NextTrip [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash flows from operating activities | 1,178,085 | 2,052,310 |
Net cash flows from (used in) investing activities | (2,699,122) | (2,048,753) |
Net cash flows from (used in) financing activities | 1,500,000 | |
Net increase (decrease) in cash and cash equivalent | (21,037) | 3,557 |
Total [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash flows from operating activities | 2,969,011 | 9,991,111 |
Net cash flows from (used in) investing activities | (5,453,707) | (11,948,130) |
Net cash flows from (used in) financing activities | 1,371,710 | 3,453,686 |
Net increase (decrease) in cash and cash equivalent | $ (1,112,986) | $ 1,496,667 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 6 Months Ended | ||||||||
May 02, 2022 | May 31, 2021 USD ($) | May 31, 2021 THB (฿) | Aug. 31, 2022 USD ($) $ / shares shares | Mar. 24, 2021 USD ($) | Mar. 24, 2021 THB (฿) | Jul. 31, 2020 USD ($) | Jul. 31, 2020 THB (฿) | Jun. 30, 2020 USD ($) | Jun. 30, 2020 THB (฿) | |
Related Party Transactions (Details) [Line Items] | ||||||||||
Interest rate | 10% | |||||||||
Accrued interest | $ 6,619 | |||||||||
Outstanding balance | $ 705,000 | |||||||||
Licenses description | Any consideration received by Token IQ from such licenses will be split 50/50 between the Company and Token IQ. | |||||||||
Management compensation description | On May 2, 2022, the Company completed such assets acquisitions from Fighter Base and Token IQ, and pursuant to the terms of the respective IPP Agreements, the Company issued shares of its common stock as consideration for the purchase from Fighter Base and Token IQ in the amount of 1,666,667 and 1,250,000 shares, respectively. The Company recorded at fair value of the common stock issued on May 2, 2022, at a closing price $0.415 per share, as intangible asset under development, as of the recognition date and as of August 31, 2022 the balance amounted to $1,210,417. | |||||||||
TREG [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Accrued interest | $ 4,780 | |||||||||
MQDC [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | $ 480,000 | ฿ 15,000,000 | ||||||||
Interest rate | 9% | 9% | ||||||||
TREG [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | $ 543,000 | ฿ 17,000,000 | $ 543,000 | ฿ 17,000,000 | ||||||
Interest rate | 9.75% | 9.75% | 9.75% | 9.75% | ||||||
HotPlay Thailand [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Repaid amount | $ 223,000 | ฿ 7,000,000 | ||||||||
Fighter Base IPP Agreement [Member] | Intellectual Property [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 5,000,000 | |||||||||
Weighted Average Number of Shares, Restricted Stock (in Shares) | shares | 1,666,667 | |||||||||
Fighter Base IPP Agreement [Member] | Intellectual Property [Member] | Common Stock [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 3 | |||||||||
Token IQ IPP Agreement[Member] | Intellectual Property [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 5,000,000 | |||||||||
Weighted Average Number of Shares, Restricted Stock (in Shares) | shares | 1,250,000 | |||||||||
Token IQ IPP Agreement[Member] | Intellectual Property [Member] | Common Stock [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 4 | |||||||||
NextBank International [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Loan purchase | $ 705,000 | |||||||||
Purchase price | $ 647,776 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related parties | 6 Months Ended |
Aug. 31, 2022 | |
Red Anchor Trading Corporation (“RATC”) [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | A shareholder of the Company and controlled by a Co-CEO of the Company and a director of the Company |
Tree Roots Entertainment Group Company Limited (“TREG”) [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | A significant shareholder of the Company |
Axion Ventures Inc. (“Axion”) [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | An entity shareholding by a Co-CEO of the Company |
Axion Interactive Inc. (“AI”) [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | A subsidiary of Axion |
HotNow (Thailand) Company Limited (“HotNow”) [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | An entity controlled by a Co-CEO of the Company |
True Axion Interactive Company Limited (“TAI”) [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | An entity shareholding by a Co-CEO of the Company |
Magnolia Quality Development Corporation Limited (“MQDC”) [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | A significant shareholder of TREG, which is a significant shareholder of the Company |
Nithinan Boonyawattanapisut [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | Co-CEO of the Company, and a shareholder of the Company, RATC, HotNow, Axion and TAI |
Immediate Family Member [Member] | |
Related Party Transactions (Details) - Schedule of related parties [Line Items] | |
Description of related parties | Immediate family member with executive officer of the Company |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of significant related party transactions - USD ($) | 6 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Payment of contract cost [Member] | HotNow (Thailand) Company Limited [Member] | ||
Payment of contract cost: | ||
Related Party Costs | $ 499,843 | |
Payment of loan interest [Member] | Magnolia Quality Development Corporation Limited [Member] | ||
Payment of contract cost: | ||
Related Party Costs | 21,097 | |
Payment of loan interest [Member] | Tree Roots Entertainment Group Company Limited [Member] | ||
Payment of contract cost: | ||
Related Party Costs | 22,077 | |
General and admin expense [Member] | HotNow (Thailand) Company Limited [Member] | ||
Payment of contract cost: | ||
Related Party Costs | 237,436 | |
Rental expense [Member] | Tree Roots Entertainment Group Company Limited [Member] | ||
Payment of contract cost: | ||
Related Party Costs | 54,078 | |
Technology and development expense [Member] | HotNow (Thailand) Company Limited [Member] | ||
Payment of contract cost: | ||
Related Party Costs | 1,068 | |
Operating expense [Member] | HotNow (Thailand) Company Limited [Member] | ||
Payment of contract cost: | ||
Related Party Costs | 188,492 | |
Interest expense of loan from [Member] | HotNow (Thailand) Company Limited [Member] | ||
Payment of contract cost: | ||
Related Party Costs | 634 | |
Interest expense of loan from [Member] | Magnolia Quality Development Corporation Limited [Member] | ||
Payment of contract cost: | ||
Related Party Costs | 19,606 | 21,446 |
Interest expense of loan from [Member] | Tree Roots Entertainment Group Company Limited [Member] | ||
Payment of contract cost: | ||
Related Party Costs | $ 14,160 | $ 51,262 |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule of company had the following related party balances - USD ($) | 6 Months Ended | |
Aug. 31, 2022 | Feb. 28, 2022 | |
Amounts due from related parties: | ||
Total due from related parties | $ 155,425 | |
Amounts due to related parties: | ||
Accrued interest expense | $ 1,071 | |
Total due to related parties | 60,310 | 433,814 |
Notes payable: | ||
Notes payable | 686,078 | 1,731,354 |
HotNow (Thailand) Company Limited [Member] | ||
Amounts due from related parties: | ||
Total due from related parties | 155,425 | |
Amounts due to related parties: | ||
Accrued expense | 312 | 393 |
Magnolia Quality Development Corporation Limited [Member] | ||
Amounts due to related parties: | ||
Accrued interest expense | 15,530 | 3,169 |
Notes payable: | ||
Notes payable | 411,647 | 459,024 |
Tree Roots Entertainment Group [Member] | ||
Amounts due to related parties: | ||
Accrued interest expense | 41,627 | 32,700 |
Notes payable: | ||
Notes payable | 274,431 | 306,016 |
Axion Interactive Inc. [Member] | ||
Amounts due to related parties: | ||
Other payable | 1,770 | 1,770 |
Red Anchor Trading Corporation [Member] | ||
Amounts due to related parties: | ||
Account payable | 395,782 | |
Immediate Family Member [Member] | ||
Notes payable: | ||
Notes payable | $ 966,314 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliates (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Nov. 01, 2021 | Mar. 08, 2021 | Jan. 15, 2019 | Jun. 30, 2021 | Mar. 31, 2021 | Nov. 16, 2020 | Oct. 31, 2020 | Aug. 31, 2016 | Aug. 31, 2022 | Aug. 31, 2022 | Feb. 28, 2022 | Nov. 16, 2021 | Nov. 10, 2021 | Jul. 02, 2018 | |
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Issued shares | 235,000 | |||||||||||||
Total prepayment (in Dollars) | $ 937,117 | |||||||||||||
Capital stock of a bank holding | 100% | |||||||||||||
Non-refundable deposit (in Dollars) | $ 1,000,000 | |||||||||||||
Individual party percentage | 24.90% | |||||||||||||
Balance amount (in Dollars) | $ 1,000,000 | $ 1,000,000 | ||||||||||||
Restricted common stock | 50,000 | |||||||||||||
Restricted common stock value (in Dollars) | $ 180,000 | |||||||||||||
Earned immediately shares value (in Dollars) | $ 45,000 | |||||||||||||
Remaining shares | 6,000 | |||||||||||||
Revenue in excess of expenses (in Dollars) | $ 180,000 | |||||||||||||
Agreed to Payment (in Dollars) | 75,000 | |||||||||||||
Payment payable (in Dollars) | $ 225,000 | |||||||||||||
Issuance of shares of restricted common stock | 90,000 | |||||||||||||
Shares issued | 4,856,825 | |||||||||||||
Investment (in Dollars) | $ 4,415 | $ 4,415 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Restricted common stock | 72,000 | |||||||||||||
Recruiter additional share issued | 256,577 | 506,577 | ||||||||||||
Recruiter.com Group, Inc. [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Share price (in Dollars per share) | $ 1.6 | $ 1.6 | ||||||||||||
Number of shares owned | 3,461 | 3,461 | ||||||||||||
Number of shares sold | 68,083 | |||||||||||||
Gain on sale of shares (in Dollars) | $ 28,028 | |||||||||||||
Recruiter.com Group, Inc. [Member] | Common Stock [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Number of shares owned | 3,461 | 3,461 | ||||||||||||
Fair value (in Dollars) | $ 5,555 | $ 5,555 | ||||||||||||
Axion [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Percentage of outstanding shares | 25% | |||||||||||||
Non-refundable deposit (in Dollars) | $ 500,000 | |||||||||||||
Percentage of purchase price by shares | 25% | |||||||||||||
Percentage of final payment due | 50% | |||||||||||||
Percentage of discount on common stock | 20% | |||||||||||||
Share price (in Dollars per share) | $ 2 | |||||||||||||
Percentage of outstanding shares exchanged | 33.85% | |||||||||||||
Axion [Member] | Minimum [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Share price (in Dollars per share) | $ 2 | $ 2 | ||||||||||||
Axion [Member] | Maximum [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Share price (in Dollars per share) | 3 | $ 3 | ||||||||||||
Axion [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Ownership percentage | 33.85% | |||||||||||||
Series B Preferred Stock [Member] | Axion [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Shares issued in exchange | 10,000,000 | |||||||||||||
Number of shares exchanged | 10,000,000 | |||||||||||||
Number of shares converted | 10,000,000 | |||||||||||||
Number of shares issued upon conversion | 7,417,700 | |||||||||||||
Bettwork Industries Inc. [Member] | Common Stock [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Share price (in Dollars per share) | $ 0.0003 | $ 0.0003 | $ 0.75 | |||||||||||
Secured convertible promissory note (in Dollars) | $ 5,250,000 | |||||||||||||
Number of shares owned | 7,000,000 | |||||||||||||
Fair value (in Dollars) | $ 1,843 | $ 1,843 | $ 5,250,000 | |||||||||||
Shares issued | 6,142,856 | 6,142,856 | ||||||||||||
Axion Acquisition [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Number of shares to be acquired | 12,000,000 | |||||||||||||
Percentage of outstanding shares | 5.70% | |||||||||||||
Value of stock and cash (in Dollars) | $ 2,000,000 | |||||||||||||
Axion Ventures, Inc. [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Ownership percentage to be acquired | 33.85% | |||||||||||||
Bank Holding Company [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Ownership percentage to be acquired | 100% | 100% | ||||||||||||
Marketing and Stock Exchange Agreement [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Shares issued in exchange | 75,000 | |||||||||||||
Number of shares exchanged | 2,200 | |||||||||||||
Recruiter additional share issued | 75,000 | |||||||||||||
Recruiter and monaker exchanged | 2,200 | |||||||||||||
Marketing and Stock Exchange Agreement [Member] | Recruiter.com Group, Inc. [Member] | Common Stock [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Number of shares exchanged | 139,273 | |||||||||||||
Axion Exchange Agreement [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Percentage of outstanding shares exchanged | 33.85% | |||||||||||||
Number of warrants | 1,914,250 | |||||||||||||
Axion Exchange Agreement [Member] | Business Combination [Member] | ||||||||||||||
Investments in Unconsolidated Affiliates (Details) [Line Items] | ||||||||||||||
Voting percentage | 51% |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Aug. 31, 2022 | Nov. 16, 2021 | Sep. 01, 2021 | |
Notes Receivable (Details) [Line Items] | ||||
Number of shares issued upon conversion | 3,828,500 | |||
Principal amounted (in Dollars) | $ 3,100,000 | |||
Accrued interest receivable amount (in Dollars) | 200,000 | |||
Net allowance for credit loss (in Dollars) | 4,600,000 | |||
Series C Preferred Stock [Member] | ||||
Notes Receivable (Details) [Line Items] | ||||
Shares issued in exchange | 3,828,500 | |||
Number of shares issued upon conversion | 7,417,700 | |||
Axion [Member] | ||||
Notes Receivable (Details) [Line Items] | ||||
Amount of debt exchanged (in Dollars) | $ 7,657,024 | |||
Percentage of outstanding shares exchanged | 33.85% | |||
Filed claim amount (in Dollars) | $ 7,657,024 | |||
Axion [Member] | Series B Preferred Stock [Member] | ||||
Notes Receivable (Details) [Line Items] | ||||
Amount of debt exchanged (in Dollars) | $ 7,657,024 | |||
Shares issued in exchange | 10,000,000 | |||
Number of shares converted | 10,000,000 | |||
Axion [Member] | Series C Preferred Stock [Member] | ||||
Notes Receivable (Details) [Line Items] | ||||
Number of shares exchanged for debt | 3,828,500 | |||
Business Combination [Member] | ||||
Notes Receivable (Details) [Line Items] | ||||
Voting control, percentage | 51% | |||
Creditor Warrants [Member] | ||||
Notes Receivable (Details) [Line Items] | ||||
Number of warrants | 1,914,250 | |||
Warrant exercise price (in Dollars per share) | $ 2 | |||
Warrant term | 2 years |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Mar. 30, 2022 | Jun. 30, 2021 | May 21, 2022 | Aug. 31, 2022 | May 31, 2022 | Aug. 31, 2021 | May 02, 2022 | |
Intangible Assets (Details) [Line Items] | |||||||
Amortization of debt issuance costs | $ 100,000 | $ 200,000 | |||||
Estimate on amortization expense | 5 years | ||||||
Acquire interest | 37% | ||||||
Aggregate consideration, description | Pursuant to the Go Game SPA, the aggregate consideration to be paid for the Initial Go Game Shares is: (i) 6,100,000 shares of Series D Preferred Stock (representing $6.1 million of value, based on an aggregate liquidation preference of $6.1 million), and (ii) $5 million in cash, with $1.25 million paid on June 30, 2021, $1.25 million payable on or before July 31, 2021, and $2.5 million payable on or before September 30, 2021. | ||||||
Outstanding percentage | 51% | ||||||
Divided amount | $ 70,000,000 | ||||||
Price per share (in Dollars per share) | $ 2.35 | ||||||
Average of closing price percentage | 85% | ||||||
Shares of common stock (in Shares) | 2,000,000 | ||||||
Purchase price | $ 5,000,000 | ||||||
Asset purchase agreement, description | (i)A cash payment of $1,250,000, which was paid previously by the Company to Go Game/Seller following the execution of the Go Game SPA; (ii) A cash payment of $1,500,000 at closing by wire transfer of immediately available funds; and (iii) A cash payment of $2,250,000, which shall be payable monthly by the Company to Go Game with simple interest thereon at the rate of 12.0% per annum until March 31, 2023. | ||||||
Net revenue percentage | 50% | ||||||
Acquired asset balance | $ 5,000,000 | ||||||
Consideration paid | $ 2,950,000 | ||||||
Closing price per share (in Dollars per share) | $ 0.415 | ||||||
Total balance amounted | $ 1,210,417 | $ 100,000 | |||||
Call Option Price [Member] | |||||||
Intangible Assets (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 37.71 | ||||||
Minimum [Member] | |||||||
Intangible Assets (Details) [Line Items] | |||||||
Estimated useful lives | 1 year | ||||||
Amount of shares (in Shares) | 1,250,000 | ||||||
Maximum [Member] | |||||||
Intangible Assets (Details) [Line Items] | |||||||
Estimated useful lives | 20 years | ||||||
Amount of shares (in Shares) | 16,666,667 | ||||||
Class B Preferred Shares [Member] | |||||||
Intangible Assets (Details) [Line Items] | |||||||
Aggregate of shares (in Shares) | 686,868 | ||||||
Additional shares (in Shares) | 259,895 | ||||||
Outstanding percentage | 14% |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization | 6 Months Ended |
Aug. 31, 2022 USD ($) | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | $ 18,035,310 |
Impairment | 200,000 |
Accumulated Amortization | 1,333,605 |
Net Carrying Value | 16,501,705 |
Software development costs [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | 492,094 |
Impairment | 200,000 |
Accumulated Amortization | 6,301 |
Net Carrying Value | $ 285,793 |
Software development costs [Member] | Minimum [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 3 years |
Software development costs [Member] | Maximum [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 5 years |
Trademark & License [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | $ 6,214,698 |
Impairment | |
Accumulated Amortization | 1,327,304 |
Net Carrying Value | $ 4,887,394 |
Trademark & License [Member] | Minimum [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 1 year |
Trademark & License [Member] | Maximum [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Useful Life | 20 years |
CIP – Software development [Member] | |
Intangible Assets (Details) - Schedule of intangible assets, both acquired and developed, including accumulated amortization [Line Items] | |
Cost | $ 11,328,518 |
Impairment | |
Accumulated Amortization | |
Net Carrying Value | $ 11,328,518 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of carrying value of definite-lived intangible assets - Amortization Expense [Member] | Aug. 31, 2022 USD ($) |
Intangible Assets (Details) - Schedule of carrying value of definite-lived intangible assets [Line Items] | |
2023 | $ 1,249,046 |
2024 | 1,729,261 |
2025 | 1,629,784 |
2026 | 565,096 |
2027 | |
Total | $ 5,173,187 |
Notes Payable (Details)
Notes Payable (Details) | 1 Months Ended | 2 Months Ended | |||||||||||||||||||||||
Jun. 13, 2022 USD ($) | Nov. 04, 2021 USD ($) | Nov. 03, 2021 USD ($) | Nov. 01, 2021 USD ($) | Sep. 01, 2021 USD ($) shares | Jul. 21, 2021 USD ($) shares | Jun. 22, 2021 USD ($) shares | May 26, 2021 USD ($) | Mar. 22, 2021 USD ($) | Sep. 22, 2022 USD ($) | Sep. 19, 2022 USD ($) | May 31, 2022 USD ($) | Apr. 29, 2022 USD ($) | Oct. 31, 2021 USD ($) | Oct. 22, 2021 USD ($) | Apr. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Nov. 30, 2020 USD ($) | Nov. 23, 2020 USD ($) | Jul. 21, 2020 USD ($) | May 23, 2022 USD ($) | Aug. 31, 2022 USD ($) | Jun. 13, 2022 CAD ($) | Jun. 30, 2021 USD ($) | Jun. 01, 2021 | |
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 178,234 | $ 1,500,000 | $ 2,765,000 | $ 1,752,639 | $ 231,121 | $ 6,000,000 | |||||||||||||||||||
Debt issuance costs | $ 370,000 | ||||||||||||||||||||||||
Interest rate | 14.05% | 10% | 10% | ||||||||||||||||||||||
Maturity term | 12 years | 12 months | |||||||||||||||||||||||
Exceed amount | $ 800,000 | ||||||||||||||||||||||||
Investor amount | $ 1,250,000 | ||||||||||||||||||||||||
Percentage added to note if redemption is not paid | 25% | ||||||||||||||||||||||||
Percentage increases by upon occurrence | 0.02 | ||||||||||||||||||||||||
Percentage of prepayment penalty | 10% | 10% | |||||||||||||||||||||||
Gross proceeds percentage | 20% | 20% | |||||||||||||||||||||||
Percentage increases upon occurrence | 30% | ||||||||||||||||||||||||
Note increase percentage upon failure to pay equity payment | 10% | ||||||||||||||||||||||||
Equity investments | $ 15,000,000 | ||||||||||||||||||||||||
Note increase percentage upon funding right not exercised | 3% | ||||||||||||||||||||||||
Note increase percentage upon failure to comply with right of first refusal | 10% | ||||||||||||||||||||||||
Note increase percentage upon each other default | 15% | ||||||||||||||||||||||||
Note increase percentage upon each other default | 2% | 5% | |||||||||||||||||||||||
Note increase maximum aggregate percentage for defaults | 30% | ||||||||||||||||||||||||
Discount issued | $ 150,000 | ||||||||||||||||||||||||
Additional capitalized outstanding balance | $ 705,000 | ||||||||||||||||||||||||
Principal amount | 1,665,000 | ||||||||||||||||||||||||
Consideration amount | 1,500,000 | ||||||||||||||||||||||||
Professional fees and transaction expenses | $ 15,000 | ||||||||||||||||||||||||
Maximum amount | $ 375,000 | ||||||||||||||||||||||||
Redemption premium percentage | 25% | ||||||||||||||||||||||||
Accrue interest rate | 22% | ||||||||||||||||||||||||
Outstanding balance paid | $ 3,002,142 | ||||||||||||||||||||||||
Outstanding balance | $ 682,000 | ||||||||||||||||||||||||
Outstanding balance percentage | 2% | ||||||||||||||||||||||||
Aggregate percentage | 30% | ||||||||||||||||||||||||
Accrued interest | $ 92,119 | $ 152,778 | |||||||||||||||||||||||
Accumulated unamortized debt issuance cost | $ 293,939 | $ 31,894 | |||||||||||||||||||||||
Credit facility | $ 725,000 | ||||||||||||||||||||||||
Payment of outstanding amounts payable (in Dollars) | $ 10,000 | ||||||||||||||||||||||||
Payment of outstanding amounts payable | $ 7,712 | ||||||||||||||||||||||||
Interest rate | 18% | 18% | |||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Redemption deferral option | $ 375,000 | ||||||||||||||||||||||||
Streeterville Capital LLC [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Amount paid off | $ 3,100,807 | ||||||||||||||||||||||||
Outstanding balance paid | $ 6,000,000 | ||||||||||||||||||||||||
October 2021 Streeterville Note [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Note increase percentage upon failure to pay equity payment | 10% | ||||||||||||||||||||||||
Note increase percentage upon each other default | 30% | ||||||||||||||||||||||||
May 2022 Streeterville Note [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||
Maturity term | 12 years | ||||||||||||||||||||||||
Percentage of prepayment penalty | 5% | ||||||||||||||||||||||||
Gross proceeds percentage | 20% | ||||||||||||||||||||||||
Note increase percentage upon failure to pay equity payment | 10% | ||||||||||||||||||||||||
Note increase percentage upon each other default | 15% | ||||||||||||||||||||||||
Note increase maximum aggregate percentage for defaults | 5% | ||||||||||||||||||||||||
Maximum amount | $ 625,000 | ||||||||||||||||||||||||
Redemption premium percentage | 25% | ||||||||||||||||||||||||
Percentage of effective date | 10% | ||||||||||||||||||||||||
Streeterville Capital LLC [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Gross proceeds percentage | 20% | ||||||||||||||||||||||||
Percentage increases upon occurrence | 30% | ||||||||||||||||||||||||
Note increase percentage upon failure to pay equity payment | 10% | ||||||||||||||||||||||||
Accrued and unpaid interest | 25% | ||||||||||||||||||||||||
Cash or debt throught equity investments | $ 15,000,000 | ||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
HotPlay convertible notes, Description | The March 2021 Streeterville Note provides that if any of the following events have not occurred on or before June 30, 2021, the then outstanding balance of the note (including accrued and unpaid interest) increases by an amount equal to 25% of the then-current outstanding balance thereof: (a) HotPlay must have become a wholly-owned subsidiary of the Company; (b) during the period beginning on July 21, 2020, and ending on the date that the HotPlay Share Exchange is consummated, HotPlay must have raised at least $15,000,000 in cash or debt through equity investments (which has been completed); (c) upon consummation of the HotPlay Share Exchange, all outstanding debt owed by the Company to HotPlay must have either been forgiven by HotPlay or converted into the Company’s common stock; and (d) HotPlay must have become a co-borrower on the March 2021 Streeterville Note (collectively, the “March 2021 Note Transaction Conditions”). | ||||||||||||||||||||||||
Promissory Note [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Professional fees and transaction expenses | $ 15,000 | ||||||||||||||||||||||||
Standstill Agreements [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 1,665,000 | ||||||||||||||||||||||||
Outstanding balance | 87,639.33 | ||||||||||||||||||||||||
Amount of outstanding interest | $ 1,840,912.84 | ||||||||||||||||||||||||
Standstill Agreements [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Redemption deferral option | $ 38,331.27 | ||||||||||||||||||||||||
Total outstanding principal balance | $ 1,790,971 | ||||||||||||||||||||||||
November 2020 Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Principal amount | 5,520,000 | ||||||||||||||||||||||||
Initial cash purchase price | 3,500,000 | ||||||||||||||||||||||||
Promissory note amount | 1,500,000 | ||||||||||||||||||||||||
Debt issuance costs | 370,000 | ||||||||||||||||||||||||
Total amount due | 3,870,000 | ||||||||||||||||||||||||
Advisory fees | 245,000 | ||||||||||||||||||||||||
Net proceeds | $ 3,255,000 | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Maturity term | 6 months | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | Streeterville Capital LLC [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||
Percentage added to note if redemption is not paid | 25% | ||||||||||||||||||||||||
Percentage increases by upon occurrence | 0.02 | ||||||||||||||||||||||||
Percentage of prepayment penalty | 10% | ||||||||||||||||||||||||
Debt discount earned | $ 700,000 | ||||||||||||||||||||||||
Discount not fully earned | 150,000 | ||||||||||||||||||||||||
Maximum debt redemption amount | $ 2,125,000 | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | March 2021 Investor Note [Member] | Streeterville Capital LLC [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Gross proceeds percentage | 20% | ||||||||||||||||||||||||
Required equity payment | $ 1,857,250 | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | Promissory Note [Member] | Streeterville Capital LLC [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Gross proceeds percentage | 20% | ||||||||||||||||||||||||
Note increase percentage upon funding right not exercised | 3% | ||||||||||||||||||||||||
Note increase percentage upon failure to comply with right of first refusal | 10% | ||||||||||||||||||||||||
Note increase percentage upon each other default | 15% | ||||||||||||||||||||||||
Note increase percentage upon each other default | 5% | ||||||||||||||||||||||||
Note increase maximum aggregate percentage for defaults | 30% | ||||||||||||||||||||||||
Note increase deferred percentage | 50% | ||||||||||||||||||||||||
Additional capitalized outstanding balance | $ 506,085 | ||||||||||||||||||||||||
Note increase balance | $ 506,085 | ||||||||||||||||||||||||
Exchanged amount | $ 600,000 | ||||||||||||||||||||||||
Redemption requested amount | $ 1,250,000 | ||||||||||||||||||||||||
Shares issued (in Shares) | shares | 300,000 | ||||||||||||||||||||||||
Exchanged owed amount | $ 270,000 | $ 400,000 | |||||||||||||||||||||||
Common stock shares (in Shares) | shares | 135,000 | 200,000 | |||||||||||||||||||||||
Current outstanding, Percentage | 25% | ||||||||||||||||||||||||
Accrue interest rate | 22% | ||||||||||||||||||||||||
Gross proceeds | $ 30,000,000 | ||||||||||||||||||||||||
Note Purchase Agreement [Member] | Streeterville Notes [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Gross proceeds percentage | 20% | ||||||||||||||||||||||||
November 2020 Streeterville Note [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Current outstanding percentage | 25% | ||||||||||||||||||||||||
November 2020 Investor Note [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 1,500,000 | ||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||
March 2021 Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Principal amount | 9,370,000 | ||||||||||||||||||||||||
Promissory note amount | 1,500,000 | ||||||||||||||||||||||||
Cash | 7,000,000 | ||||||||||||||||||||||||
Discount issued | 850,000 | ||||||||||||||||||||||||
Transaction expenses | $ 20,000 | ||||||||||||||||||||||||
May 2022 Streeterville Note [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Principal amount | 250,000 | ||||||||||||||||||||||||
Consideration amount | 2,500,000 | ||||||||||||||||||||||||
May 2022 Streeterville Note [Member] | Promissory Note [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 2,765,000 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) | 6 Months Ended | |
Aug. 31, 2022 | Feb. 28, 2022 | |
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total | $ 5,559,282 | $ 4,778,736 |
Less: Debt issuance cost | (325,833) | (315,265) |
Line of Credit and Notes Payable, net | 5,233,449 | 4,463,471 |
Less: Current portion of Line of Credit and Notes Payable | (5,233,449) | (4,463,471) |
Line of Credit and Notes Payable Long Term, net | ||
Streeterville Capital, LLC [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total | 4,517,639 | 4,053,736 |
Business Brokers, LLC [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total | 678,750 | 725,000 |
McCarthy Tetrault LLP [Member] | ||
Notes Payable (Details) - Schedule of notes payable [Line Items] | ||
Total | $ 362,893 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 14, 2022 USD ($) | Jul. 21, 2021 USD ($) $ / shares shares | Aug. 31, 2022 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) $ / shares shares | Nov. 01, 2021 $ / shares $ / ft² shares | |
Stockholders' Equity (Details) [Line Items] | |||||
Liquidation preference per share (in Dollars per share) | $ / shares | $ 1 | ||||
Common stock closing sales price (in Dollars per share) | $ / shares | $ 2.28 | ||||
Shares of common stock | 3,136,605 | ||||
Common stock value (in Dollars) | $ | $ 1,262,366 | ||||
Shares of common stock issued | 112,701,795 | ||||
Shares of common stock outstanding | 108,360,020 | ||||
Owns interest | 100% | ||||
Subsidiaries amounting (in Dollars) | $ | $ 1,600,000 | ||||
Floor price (in Dollars per Square Foot) | $ / ft² | 1.97 | ||||
Warrants outstanding | 14,430,908 | ||||
Exercise price (in Dollars per share) | $ / shares | $ 1.97 | $ 1.97 | |||
Purchase of warrants | 14,240,508 | ||||
Warrant beneficial ownership, description | The exercise of the Warrants will be subject to a beneficial ownership limitation, which will prohibit the exercise thereof, if upon such exercise the holder of the Warrants, its affiliates and any other persons or entities acting as a group together with the holder or any of the holder’s affiliates would hold 4.99% (or, upon election of a purchaser prior to the issuance of any shares, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Warrant held by the applicable holder, provided that the holders may increase or decrease the beneficial ownership limitation (up to a maximum of 9.99%) upon 61 days advance notice to the Company, which 61 day period cannot be waived. | ||||
Floor price per share (in Dollars per share) | $ / shares | $ 1.97 | ||||
Liquidated damages (in Dollars) | $ | $ 1,000 | ||||
Trading days per share (in Dollars per share) | $ / shares | $ 10 | ||||
Increasing trading days (in Dollars per share) | $ / shares | $ 20 | ||||
Warrants weighted average remaining life | 4 years 2 months 19 days | ||||
Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, authorized | 100,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | ||||
Consulting Services [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Shares of common stock | 506,577 | ||||
Common stock value (in Dollars) | $ | $ 367,112 | ||||
Series A Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, authorized | 3,000,000 | 3,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Voting right, description | The holders of record of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock. | ||||
Dividends in arrears (in Dollars) | $ | $ 0 | $ 1,102,068 | |||
Number of preferred shares issued | 0 | 0 | |||
Number of preferred shares outstanding | 0 | 0 | |||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.01 | ||||
Series A Cumulative Convertible Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Convertible percentage | 10% | ||||
Series B Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Number of preferred shares issued | 0 | 0 | |||
Number of preferred shares outstanding | 0 | 0 | |||
Percentage of outstanding common shares | 33.85% | ||||
Number of shares issued per share converted (in Dollars per share) | $ / shares | $ 0.74177 | ||||
Series C Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, authorized | 3,828,500 | 3,828,500 | |||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Number of preferred shares issued | 0 | 0 | |||
Number of preferred shares outstanding | 0 | 0 | |||
Series D Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Preferred stock, authorized | 6,100,000 | 6,100,000 | 6,100,000 | ||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Number of preferred shares issued | 0 | 0 | |||
Number of preferred shares outstanding | 0 | 0 | |||
Number of shares issued per share converted (in Dollars per share) | $ / shares | 0.44 | ||||
Liquidation preference per share (in Dollars per share) | $ / shares | $ 1 | ||||
Liquidation preference aggregate value (in Dollars) | $ | $ 6,100,000 | ||||
Board of Directors Chairman [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Shares of common stock | 698,593 | ||||
Common stock value (in Dollars) | $ | $ 256,314 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of warrants outstanding | 6 Months Ended |
Aug. 31, 2022 $ / shares shares | |
Schedule Of Warrants Outstanding Abstract | |
Warrants outstanding, beginning | shares | 14,811,679 |
Weighted average exercise, outstanding beginning | $ / shares | $ 2.05 |
Warrants expired | shares | (380,771) |
Weighted average exercise price, warrants expired | $ / shares | $ 5.15 |
Warrants outstanding, ending | shares | 14,430,908 |
Weighted average exercise, outstanding ending | $ / shares | $ 1.97 |
Warrants, common stock issuable upon exercise of warrants | shares | 14,430,908 |
Weighted average exercise price, common stock issuable upon exercise of warrants | $ / shares | $ 1.97 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||
Apr. 27, 2020 | Sep. 27, 2021 | May 19, 2021 | May 18, 2021 | Jul. 31, 2020 | Jul. 21, 2020 | Aug. 31, 2022 | Feb. 28, 2022 | Sep. 01, 2021 | Aug. 15, 2019 | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Office space lease agreement, description | The Company entered into an office lease in Sunrise, Florida where we leased approximately 5,279 square feet of office space at 1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323. In accordance with the terms of the office space lease agreement, the Company will be renting the commercial office space, for a term of almost eight years from March 1, 2021, through July 31, 2028. As per the Separation Agreement by and between the Company, Reinhart/Zappware and NextTrip, however, the Company has transferred the office lease contract to NextTrip from May 1, 2022 onwards and therefore presented under assets and liabilities held for sale. On August 25, 2022, the Company entered into an office lease in Sunrise, Florida for a term of six months from September 1, 2022, through January 30, 2023. Additionally, the Group rents office space located in Puerto Rico and Thailand with lease terms ranging from five to nine years. | |||||||||
Common stock, per share (in Dollars per share) | $ 2.5 | |||||||||
Purchase agreement, description | Effective on May 18, 2021, the Company, IDS, TD Asset and Ari Daniels, the principal of IDS, entered into an Amendment to Intellectual Property Purchase Agreement (the “IP Purchase Amendment”). Pursuant to the IP Purchase Agreement, the parties amended the IP Purchase Agreement, with the Company agreeing to make a payment to IDS in the amount of $2,850,000 (the “Payment”), payable by way of an initial payment of $500,000, and twelve monthly payments of approximately $195,833 (collectively, the “Required Payments”), with such monthly payments beginning 30 days after the initial payment, which is due seven days after the date of the IP Purchase Amendment. Such monthly payments may be pre-paid at any time without penalty. At the Company’s option, any portion of the amount due may be paid to IDS by a party separate from the Company (either a related party of the Company or a third-party) (a “Paying Party”), for the benefit of the Company, which shall be treated for all purposes as a payment by the Company. As consideration for such Paying Party making such payment on behalf of the Company, IDS agreed to transfer the Paying Party a number of the IDS Shares equal to the amount of the cash payment(s) made by a Paying Party multiplied by 0.6888 as to the first $500,000 payment, and 0.691 as to the monthly payments (as applicable, the “Applicable Portion” of the IDS Shares). Upon each payment of amounts due to IDS pursuant to the terms of the IP Agreement Amendment as discussed above by the Company (instead of a Paying Party), IDS agreed to transfer the portion of the IDS Shares equal to the Applicable Portion, to the Company. | |||||||||
Paid monthly counsel | $ 24,583.33 | |||||||||
Monthly payments shall be withheld | $ 20,000 | |||||||||
Monthly payment term | 12 months | |||||||||
Defendants refuse to pay totaling | $ 7,657,023 | |||||||||
Ying Pei Digital Technology (Shanghai) Company Ltd [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Owns approximately of outstanding shares percentage | 33.85% | |||||||||
CEO [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Repayment debt | $ 7,657,023 | |||||||||
TD Assets Holding, LLC [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Share issued (in Shares) | 1,968,000 | |||||||||
Red Anchor Trading Corp. [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Made loans totaling | $ 9,141,372 | |||||||||
Intellectual Property Purchase Agreement [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Common stock, per share (in Dollars per share) | $ 2.5 | |||||||||
Aggregate amount | $ 4,920,000 | |||||||||
IP Purchase Amendment [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Initial payment | $ 500,000 | |||||||||
Common stock repurchased shares (in Shares) | 344,400 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of represents obligations and commitments | Aug. 31, 2022 USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Current FYE 2023 | $ 264,862 |
Long Term FYE 2024 | 338,689 |
Totals | 603,551 |
Office Leases [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Current FYE 2023 | 229,709 |
Long Term FYE 2024 | 331,489 |
Totals | 561,199 |
Insurance and Other [Member] | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Current FYE 2023 | 35,153 |
Long Term FYE 2024 | 7,200 |
Totals | $ 42,353 |
Business Segment Reporting (Det
Business Segment Reporting (Details) | 6 Months Ended |
Aug. 31, 2022 | |
Two Operating Segment [Member] | |
Business Segment Reporting (Details) [Line Items] | |
Number of operating segments | 2 |
Business Segment Reporting (D_2
Business Segment Reporting (Details) - Schedule of segments - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 456,397 | $ 293,357 | $ 922,948 | $ 293,357 |
Cost of revenue | 565,057 | 87,339 | 668,024 | 87,339 |
Gross profit | (108,660) | 206,018 | 254,924 | 206,018 |
Operating expenses: | ||||
General and administrative | 948,276 | 733,198 | 1,931,086 | 871,107 |
Salaries and benefits | 1,214,923 | 720,370 | 2,324,572 | 898,496 |
Depreciation and amortization | 179,427 | 156,377 | 351,391 | 291,135 |
Others | 243,684 | 106,361 | 425,046 | 189,293 |
Total operating expenses | 2,586,310 | 1,716,306 | 5,032,095 | 2,250,031 |
Operating loss | (2,694,970) | (1,510,288) | (4,777,171) | (2,044,013) |
Other income/(expense) | (99,152) | 46,233 | (74,024) | 4,063 |
Net (loss) before tax – reportable segment | (2,794,122) | (1,464,055) | (4,851,195) | (2,039,950) |
Unallocated distribution and administrative expenses and finance cost: | ||||
General and administrative | 3,431,942 | 865,104 | 4,752,187 | 865,104 |
Salaries and benefits | 243,816 | 657,003 | 563,611 | 657,003 |
Other operating expenses | 468,394 | 5,387,994 | 1,229,636 | 5,385,210 |
Interest expense | 206,150 | (42,910) | 351,535 | (42,910) |
Total unallocated distribution and administrative expenses and finance cost | 4,350,302 | 6,867,191 | 6,896,969 | 6,864,407 |
Net (loss) before tax from continuing operation | (7,144,424) | (8,331,246) | (11,748,164) | (8,904,357) |
Segment assets | 63,468,744 | 33,945,179 | ||
Unallocated assets | 7,309,599 | 49,410,901 | ||
Assets from discontinued operation | 30,691,032 | 20,410,583 | ||
Total asset | 101,469,375 | 103,766,663 | 101,469,375 | 103,766,663 |
NextFinTech [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 456,397 | 293,357 | 922,948 | 293,357 |
Cost of revenue | 565,057 | 87,339 | 668,024 | 87,339 |
Gross profit | (108,660) | 206,018 | 254,924 | 206,018 |
Operating expenses: | ||||
General and administrative | 779,797 | 439,821 | 1,621,401 | 439,821 |
Salaries and benefits | 967,113 | 282,221 | 1,817,910 | 282,221 |
Depreciation and amortization | 29,815 | 15,070 | 55,181 | 15,070 |
Others | 208,646 | 92,150 | 344,683 | 92,150 |
Total operating expenses | 1,985,371 | 829,262 | 3,839,175 | 829,262 |
Operating loss | (2,094,031) | (623,244) | (3,584,251) | (623,244) |
Other income/(expense) | (72,423) | 48,227 | (37,195) | 48,227 |
Net (loss) before tax – reportable segment | (2,166,454) | (575,017) | (3,621,446) | (575,017) |
Unallocated distribution and administrative expenses and finance cost: | ||||
Segment assets | 45,344,058 | 24,567,254 | ||
NextMedia [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | ||||
Cost of revenue | ||||
Gross profit | ||||
Operating expenses: | ||||
General and administrative | 168,479 | 293,377 | 309,685 | 431,286 |
Salaries and benefits | 247,810 | 438,149 | 506,662 | 616,275 |
Depreciation and amortization | 149,612 | 141,307 | 296,210 | 276,065 |
Others | 35,038 | 14,211 | 80,363 | 97,143 |
Total operating expenses | 600,939 | 887,044 | 1,192,920 | 1,420,769 |
Operating loss | (600,939) | (887,044) | (1,192,920) | (1,420,769) |
Other income/(expense) | (26,729) | (1,994) | (36,829) | (44,164) |
Net (loss) before tax – reportable segment | $ (627,668) | $ (889,038) | (1,229,749) | (1,464,933) |
Unallocated distribution and administrative expenses and finance cost: | ||||
Segment assets | $ 18,124,686 | $ 9,377,925 |
Business Segment Reporting (D_3
Business Segment Reporting (Details) - Schedule of geographic information - USD ($) | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Feb. 28, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | $ 456,397 | $ 293,357 | $ 922,948 | $ 293,357 | |
Long-lived Assets | 42,178,857 | 42,178,857 | $ 65,993,497 | ||
United States and Puerto Rico [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | 456,397 | $ 293,357 | 922,948 | $ 293,357 | |
Long-lived Assets | 31,972,923 | 31,972,923 | 44,128,496 | ||
Europe [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-lived Assets | 11,913,658 | ||||
Thailand [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Long-lived Assets | $ 10,205,934 | $ 10,205,934 | $ 9,951,343 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Oct. 16, 2022 | Sep. 19, 2022 | Aug. 31, 2022 | Oct. 04, 2022 | |
Subsequent Events (Details) [Line Items] | ||||
Subsequent event description | In addition, in connection with the above, NextBank (i) agreed to issue warrants (the “Warrant”) to purchase 1,000,000 shares of the Company’s common stock it beneficially holds to Investor at $0.50 per share and (ii) agreed to issue an exchange option (the “Exchange Option”) to the Investor pursuant to which, for a period commencing six (6) months following the closing and ending on the date that is twenty-four (24) months following the closing, at the election of the Investor, the Investor may exchange its 80 shares of NextFintech Common Stock for equity of NextBank equal to 18.8% of NextBank, subject to compliance with necessary regulatory approvals that are required of NextBank prior to a change in ownership, if any (collectively, the “Offering”). | |||
Outstanding voting power percentage | 50% | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Received a redemption notice | $ 375,000 | |||
Deferral fee percentage | 2% | |||
Deferral fee outstanding amount | $ 38,331.27 | |||
Revolving line of credit facility | $ 200,000,000 | |||
Common stock price | $ 187,500 | |||
Aggregate purchase amount | 15,000,000 | |||
Pre-money valuation | $ 150,000,000 |