Cover
Cover - shares | 9 Months Ended | |
Nov. 30, 2020 | Jan. 19, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Monaker Group, Inc. | |
Entity Central Index Key | 0001372183 | |
Document Type | 10-Q | |
Entity File Number | 001-38402 | |
Document Period End Date | Nov. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity a Small Business | true | |
Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 18,520,839 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) | Nov. 30, 2020 | Feb. 29, 2020 |
Current Assets | ||
Cash | $ 3,596,130 | $ 162,506 |
Prepaid expenses and other current assets | 786,867 | 334,995 |
Investments in unconsolidated affiliates - Short-term | 54,886 | 979,954 |
Notes receivable, net | 37,500 | 37,500 |
Other receivable | 7,657,024 | |
Security deposits | 54,786 | 53,279 |
Total current assets | 12,187,193 | 1,568,234 |
Non-current Assets | ||
Investments in unconsolidated affiliates | 574,344 | 1,849,077 |
Investments in affiliates | 9,272,121 | |
Website Development costs and intangible assets, net | 10,321,343 | 6,712,547 |
Fixed Assets, net | 28,702 | 19,664 |
Operating lease right-of-use asset | 15,843 | 76,762 |
Total assets | 32,399,546 | 10,226,284 |
Current Liabilities | ||
Line of Credit & Notes Payable | 7,709,890 | 1,192,716 |
Accounts payable and accrued expenses | 969,233 | 833,679 |
Other current liabilities | 1,228,253 | 400,692 |
Operating lease liability | 16,362 | 76,762 |
Revolving promissory notes - related party | 2,797,592 | 1,575,000 |
Total current liabilities | 12,721,330 | 4,078,849 |
Total liabilities | 12,721,330 | 4,078,849 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.00001 par value; 500,000,000 shares authorized; 14,811,089 and 13,069,339 shares issued and outstanding at November 30, 2020 and February 29, 2020, respectively | 148 | 131 |
Additional paid-in-capital | 142,633,694 | 122,000,201 |
Accumulated deficit | (122,955,764) | (115,852,897) |
Total stockholders' equity | 19,678,216 | 6,147,435 |
Total liabilities and stockholders' equity | 32,399,546 | 10,226,284 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock | ||
Total stockholders' equity | ||
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock | 100 | |
Total stockholders' equity | 100 | |
Series C Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock | 38 | |
Total stockholders' equity | $ 38 |
Consolidated Balance Sheet (U_2
Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Nov. 30, 2020 | Feb. 29, 2020 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 14,811,089 | 13,069,339 |
Common stock, outstanding | 14,811,089 | 13,069,339 |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, authorized | 3,000,000 | 3,000,000 |
Preferred Stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred Stock, authorized | 10,000,000 | 10,000,000 |
Preferred Stock, issued | 10,000,000 | 0 |
Preferred Stock, outstanding | 10,000,000 | 0 |
Series C Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred Stock, authorized | 3,828,500 | 3,828,500 |
Preferred Stock, issued | 3,828,500 | 0 |
Preferred Stock, outstanding | 3,828,500 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | |
Revenues | ||||
Travel and Commission revenues | $ 5,346 | $ 89,168 | $ 47,765 | $ 358,818 |
Gross revenues | 5,346 | 89,168 | 47,765 | 358,818 |
Cost of revenues | (9,419) | (87,368) | (43,186) | (298,805) |
Gross profit/(loss) | (4,073) | 1,800 | 4,579 | 60,013 |
Operating Expenses | ||||
General and administrative | 549,398 | 899,925 | 2,296,529 | 1,440,656 |
Salaries and benefits | 642,343 | 453,476 | 1,665,661 | 1,185,587 |
Technology and development | 148,839 | 319,938 | 464,861 | 1,298,134 |
Stock-based compensation | 277,508 | (149,911) | 446,970 | 440,750 |
Selling and promotions expense | 55,183 | 44,898 | 204,363 | 57,492 |
Depreciation and Amortization | 89,948 | 73,784 | 253,254 | 220,686 |
Total operating expenses | 1,763,219 | 1,642,110 | 5,331,638 | 4,643,305 |
Operating (Loss) | (1,767,292) | (1,640,310) | (5,327,059) | (4,583,292) |
Other Income/(Expense) | ||||
Valuation gain/(loss), net | (597,416) | (1,584,877) | (1,241,725) | (3,994,511) |
Interest expense | (98,650) | (41,201) | (284,602) | (107,715) |
Realized gain/(loss) on Investments in unconsolidated affiliates | (109,915) | (594,431) | ||
Other Income/(Expense) | 229,477 | (30,705) | 344,950 | (22,032) |
Total other income/(expense) | (576,504) | (1,656,783) | (1,775,808) | (4,124,258) |
Net (Loss) | $ (2,343,796) | $ (3,297,093) | $ (7,102,867) | $ (8,707,550) |
Weighted average number of common shares outstanding | ||||
Basic (in shares) | 14,598,149 | 12,993,362 | 13,870,277 | 11,352,020 |
Diluted (in shares) | 14,598,149 | 12,993,362 | 13,870,277 | 11,352,020 |
Basic net loss per share (in dollars per share) | $ (0.16) | $ (0.25) | $ (0.51) | $ (0.77) |
Diluted net loss per share (in dollars per share) | $ (0.16) | $ (0.25) | $ (0.51) | $ (0.77) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Preferred Stock A [Member] | Preferred Stock B [Member] | Preferred Stock C [Member] | Total |
Balance at beginning at Feb. 28, 2019 | $ 96 | $ 114,265,762 | $ (106,398,211) | $ 7,867,647 | |||
Balance at beginning (in shares) at Feb. 28, 2019 | 9,590,956 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued for cash | $ 10 | 1,785,920 | 1,785,930 | ||||
Common stock issued for cash (in shares) | 1,000,500 | ||||||
Warrants Exercised | $ 1 | 275,086 | 275,087 | ||||
Warrants Exercised (in shares) | 122,350 | ||||||
Shares issued for stock compensation | $ 1 | 397,698 | 397,700 | ||||
Shares issued for stock compensation (in shares) | 138,228 | ||||||
Shares issued for Investor Relations | $ 2 | 372,248 | 372,250 | ||||
Shares issued for Investor Relations (in shares) | 159,000 | ||||||
Shares issued for Intangible Assets | $ 20 | 4,919,980 | 4,920,000 | ||||
Shares issued for Intangible Assets (in shares) | 1,968,000 | ||||||
Shares issued for marketing services | 32,400 | 32,400 | |||||
Shares issued for marketing services (in shares) | 15,000 | ||||||
Shares issued for unearned compensation | 31,800 | 31,800 | |||||
Shares issued for unearned compensation (in shares) | 12,000 | ||||||
Warrants expired | (254,943) | (254,943) | |||||
Net income (loss) | (8,707,550) | (8,707,550) | |||||
Balance at ending at Nov. 30, 2019 | $ 130 | 121,825,952 | (115,105,761) | 6,720,321 | |||
Balance at ending (in shares) at Nov. 30, 2019 | 13,006,034 | ||||||
Balance at beginning at Aug. 31, 2019 | $ 128 | 121,464,616 | (111,808,668) | 9,656,076 | |||
Balance at beginning (in shares) at Aug. 31, 2019 | 12,838,930 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued for cash | |||||||
Warrants Exercised | |||||||
Shares issued for stock compensation | $ 1 | 60,711 | 60,712 | ||||
Shares issued for stock compensation (in shares) | 27,916 | ||||||
Shares issued for Investor Relations | $ 1 | 270,249 | 270,250 | ||||
Shares issued for Investor Relations (in shares) | 125,000 | ||||||
Shares cancelled | (33,824) | (33,824) | |||||
Shares cancelled (in shares) | (12,812) | ||||||
Shares issued for marketing services | 32,400 | 32,400 | |||||
Shares issued for marketing services (in shares) | 15,000 | ||||||
Shares issued for unearned compensation | 31,800 | 31,800 | |||||
Shares issued for unearned compensation (in shares) | 12,000 | ||||||
Warrants expired | |||||||
Net income (loss) | (3,297,093) | (3,297,093) | |||||
Balance at ending at Nov. 30, 2019 | $ 130 | 121,825,952 | (115,105,761) | 6,720,321 | |||
Balance at ending (in shares) at Nov. 30, 2019 | 13,006,034 | ||||||
Balance at beginning at Feb. 29, 2020 | $ 131 | 122,000,201 | (115,852,897) | 6,147,435 | |||
Balance at beginning (in shares) at Feb. 29, 2020 | 13,069,339 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued for cash | $ 10 | 1,819,990 | 1,820,000 | ||||
Common stock issued for cash (in shares) | 1,000,000 | ||||||
Shares issued for stock compensation | $ 2 | 383,855 | 383,857 | ||||
Shares issued for stock compensation (in shares) | 203,750 | ||||||
Shares issued for Investor Relations | $ 3 | 980,298 | 980,301 | ||||
Shares issued for Investor Relations (in shares) | 290,000 | ||||||
Shares issued for marketing services | $ 1 | 92,345 | 92,345 | ||||
Shares issued for marketing services (in shares) | 48,000 | ||||||
Shares issued for business combination | $ 2 | 427,998 | 428,000 | ||||
Shares issued for business combination (in shares) | 200,000 | ||||||
Shares issued for Investment in an Affiliate | 16,929,007 | $ 100 | $ 38 | 16,929,145 | |||
Shares issued for Investment in an Affiliate (in shares) | 10,000,000 | 3,828,500 | |||||
Net income (loss) | (7,102,867) | (7,102,867) | |||||
Balance at ending at Nov. 30, 2020 | $ 148 | 142,633,694 | (122,955,764) | $ 100 | $ 38 | 19,678,216 | |
Balance at ending (in shares) at Nov. 30, 2020 | 14,811,089 | 10,000,000 | 3,828,500 | ||||
Balance at beginning at Aug. 31, 2020 | $ 144 | 124,724,106 | (120,611,968) | 4,112,283 | |||
Balance at beginning (in shares) at Aug. 31, 2020 | 14,461,839 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued for cash | |||||||
Shares issued for stock compensation | $ 1 | 257,295 | 257,295 | ||||
Shares issued for stock compensation (in shares) | 101,250 | ||||||
Shares issued for Investor Relations | $ 0 | 246,643 | 246,644 | ||||
Shares issued for Investor Relations (in shares) | 35,000 | ||||||
Shares issued for marketing services | $ 0 | 48,645 | 48,645 | ||||
Shares issued for marketing services (in shares) | 13,000 | ||||||
Shares issued for business combination | $ 2 | 427,998 | 428,000 | ||||
Shares issued for business combination (in shares) | 200,000 | ||||||
Shares issued for Investment in an Affiliate | 16,929,007 | $ 100 | $ 38 | 16,929,145 | |||
Shares issued for Investment in an Affiliate (in shares) | 10,000,000 | 3,828,500 | |||||
Net income (loss) | (2,343,796) | (2,343,796) | |||||
Balance at ending at Nov. 30, 2020 | $ 148 | $ 142,633,694 | $ (122,955,764) | $ 100 | $ 38 | $ 19,678,216 | |
Balance at ending (in shares) at Nov. 30, 2020 | 14,811,089 | 10,000,000 | 3,828,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (7,102,867) | $ (8,707,550) |
Adjustments to reconcile net loss to net cash (used in) from operating activities: | ||
Amortization and depreciation | 253,254 | 220,686 |
Stock based compensation and consulting fees | 1,405,203 | 142,756 |
Unrealized (gain) loss on marketable securities | 1,836,156 | |
Valuation loss, net | 5,386,289 | |
Shares issued for intangible assets | 4,920,000 | |
Shares issued for services | 372,250 | |
Changes in operating assets and liabilities: | ||
Increase/(Decrease) in prepaid expenses and other current assets | (104,078) | (263,719) |
(Decrease)/Increase in accounts payable and accrued expenses | 135,554 | 22,472 |
(Decrease)/Increase in other current liabilities | 773,220 | 426,713 |
Net cash provided by (used in) operating activities | (2,803,558) | 2,519,897 |
Cash flows from investing activities: | ||
Payment related to Intangible assets | (823,357) | (4,981,622) |
Purchase of furniture, fixture, and equipment | (11,500) | (14,000) |
Payment related to website development costs | (501,372) | (183) |
Payment for business combination | (2,100,000) | |
Proceeds from sale of investment in unconsolidated affiliate | 113,645 | |
Net cash (used in) investing activities | (3,322,584) | (4,995,805) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 1,820,000 | 1,785,930 |
Proceeds from exercise of warrants | 275,087 | |
Proceeds from shareholder loans | 175,000 | |
Proceeds from promissory notes | 4,765,000 | 350,000 |
Payment on promissory notes | (747,826) | |
Payment on promissory notes - related party | (367,408) | |
Proceeds from promissory notes - related party | 4,090,000 | |
Net cash provided by financing activities | 9,559,766 | 2,586,017 |
Net increase in cash | 3,433,624 | 110,109 |
Cash at beginning of period | 162,506 | 32,979 |
Cash at end of period | 3,596,130 | 143,088 |
Supplemental disclosure: | ||
Cash paid for interest | 284,602 | $ 107,715 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Shares issued for investment in an affiliate | $ 17,357,145 |
Summary of Business Operations
Summary of Business Operations and Significant Accounting Policies | 9 Months Ended |
Nov. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [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 Monaker Group, Inc. and its subsidiaries (“ Monaker we our us Company The Company’s travel operation serves three major constituents: (1) property managers, (2) travelers, and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise. The Company’s planned gaming and cryptocurrency operations are expected to provide fully regulated and licensed (through the Thai Securities and Exchange Commission) digital asset financing, and investment services for digital assets. This innovative business model opens the door for new digital currency financing mechanisms and new digital investment products. Monaker has plans to use this innovative technology and digital asset capabilities to create regulated cryptocurrencies designed to allow consumers to invest in unique revenue streams in wholesale travel, real estate homes and hotels, gaming assets and digital advertising – as well as potential token and loyalty program opportunities complementary to Monaker’s planned gaming (in connection with the acquisition of HotPlay Enterprise Limited, assuming such acquisition is completed, as discussed below) and current travel businesses. Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ US GAAP SEC The results of operations for the nine months ended November 30, 2020, are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, 2021. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with 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, the valuation of stock options, and deferred income taxes. 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 at November 30, 2020 and February 29, 2020. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (ASC) 350-50 “ Website Development Costs Software Development Costs The Company capitalizes internal software development costs after establishing technological feasibility of a software application in accordance with guidelines established by “ ASC 985-20-25 Business Combination The acquisition of Longroot, Inc. was accounted for using 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. Impairment of Intangible Assets In accordance with ASC 350-30-65 “ Goodwill and Other Intangible Assets 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. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense of $248,980 and $220,353 during the nine months ended November 30, 2020 and 2019, respectively. Convertible Debt Instruments The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the Financial Accounting Standards Board (FASB) Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. Reclassification Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification has no impact on the total assets, total liabilities, stockholders’ equity, and net loss for the period. 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. Revenue Recognition We recognize revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues). We generate our revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. We also generate revenue from commissions on bookings and sales of ancillary products and services. Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). Cost of Revenue Cost of revenue consists of cost of the tours and activities, commissions and merchant fees charged by credit card processors. 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. Warrant Modifications 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 shall be measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of this Topic 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 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. Financial instruments consist principally of cash, accounts receivable, prepaid expenses, notes receivable, 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. Going Concern As of November 30, 2020, and February 29, 2020, the Company had an accumulated deficit of $122,955,764 and $115,852,897, respectively. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. We have very limited financial resources. We currently have a monthly cash requirement of approximately $525,000. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships and increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support current operations. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully implemented and begin to offset our operating costs. We anticipate obtaining a portion of such funds from HotPlay (defined below), pursuant to the terms of HotPlay Exchange Agreement (defined below), and in the event the HotPlay Exchange Agreement closes. Our failure to close the HotPlay Share Exchange or obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity. As of November 30, 2020, we had $12,721,330 of current liabilities. We currently do not have the 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. On July 23, 2020, we entered into (a) a Share Exchange Agreement with HotPlay Enterprise Limited (“ HotPlay HotPlay Exchange Agreement HotPlay Stockholders HotPlay Share Exchange Axion Axion Stockholders Axion Exchange Agreement Exchange Agreements Axion Creditors Axion Share Exchange Share Exchanges Pursuant to the HotPlay Exchange Agreement, the HotPlay Stockholders have agreed to exchange 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company following the closing of the transactions contemplated therein) in consideration for 67.87% of the Company’s post-closing capitalization (defined below) (the “ HotPlay percentage HotPlay shares post-closing capitalization Closing Pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, (a) the Axion Stockholders (including Cern One Limited (“ Cern One Series B Preferred Stock Axion percentage Axion Debt Series C Preferred Stock Creditor Warrants Axion Preferred Conversion Also, on November 16, 2020, the Company acquired 100% of Longroot, Inc., a Delaware corporation (“ Longroot Longroot Cayman Longroot Thailand The acquisition was made pursuant to the November 2, 2020 Stock Purchase Agreement (the “ SPA Morton Remaining Cash Payments A total of 22.9% of Longroot Cayman is owned by True Axion Interactive Ltd., of which Axion holds a 60% interest. Monaker currently owns approximately 33.85% of Axion’s shares. Longroot Thailand is an Initial Coin Offering (ICO) portal operator authorized and regulated under Thai Digital Asset Business Law and licensed by the Thai Securities and Exchange Commission. Longroot Thailand provides fully regulated and licensed digital assets financing, and investment services for digital assets. Monaker, as a majority stakeholder in Longroot Thailand, is planning to use the technology and digital asset capabilities to create cryptocurrencies regulated under Thai law, designed to allow consumers to invest in unique revenue streams in wholesale travel, real estate homes and hotels, gaming assets and digital advertising – as well as potential token and loyalty program opportunities complementary to Monaker’s gaming and travel businesses. Our current plan is to close the transactions contemplated by the HotPlay Share Exchange. We currently operate in the travel and cryptocurrency industries. Upon the completion of the HotPlay Exchange Agreement, the Company plans to transition its operations to those of a travel, cryptocurrency, and an in-game advertising company. During the period until the Closing of the HotPlay Exchange Agreement, and in the event the HotPlay Exchange Agreement is not consummated, the Company intends to continue to actively operate in the travel and cryptocurrency industries. Management’s plans with regard to this going concern are as follows: the Company plans to work towards closing the HotPlay share exchange, which is subject to certain closing conditions and other requirements, will continue to raise funds with third parties by way of public or private offerings (similar to the December 2020 underwritten offering discussed below under “Note 10 - Subsequent Events”) and seek to obtain advances from HotPlay pursuant to the HotPlay Convertible Notes, discussed below under “Note 5 – Line of Credit and Notes Payable — HotPlay Convertible Notes” the Company is working aggressively to increase the viewership of its products by promoting it across other mediums which the Company hopes will result in higher revenues. 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. Although we currently cannot predict the full impact of the COVID-19 pandemic on our fourth quarter fiscal 2021 financial results relating to our operations, or for the year ended February 28, 2021, we anticipate a significant decrease in year-over-year revenue (similar to the decrease in quarter-over-quarter revenue we experienced during the quarters ended May 31, 2020, August 31, 2020 and November 30, 2020), which decreases we currently expect to continue into fiscal 2022 and possibly beyond. However, the ultimate extent of the COVID-19 pandemic and its impact on global travel and overall economic activity is unknown and impossible to predict currently. Separately, our capital requirements may increase in the near term and long-term due to the impact of the COVID-19 pandemic, the resulting reduced demand for travel services, the increases in cancellations and re-bookings, and the extent to which such pandemic may further impact the ability of our customers to fulfill their payment obligations. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations since its contracts generally have an original expected term of one year or less and the Company recognizes revenues at the amount to which it has the right to invoice for services performed. The Company applies a practical expedient, as permitted within ASC 340, to expense as incurred the incremental costs to obtain a contract when the amortization period of the asset that would have otherwise been recognized is one year or less. 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. Recent Accounting Policies Adopted Leases. The key difference between the previous guidance and the Update is the recognition of a right-to-use asset and lease liability on the statement of financial position for those leases previously classified as operating leases under the old guidance. Implementation of the Update will primarily impact the statement of financial position. It does not include provisions that would significantly impact the statements of operations or cash flows. The Company’s leases are classified as operating leases. Therefore, the operating right-to-use asset and operating lease liability were recorded on the balance sheet. There is no impact to retained earnings upon adoption. Our monthly rent payment is recorded as an expense on the straight-line basis on the statement of operations. Measurement of Credit Losses on Financial Instruments Recent Accounting Pronouncements Not Yet Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt the new standard effective March 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In January 2020, the FASB issued Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (ASU 2020-01), which clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We are currently evaluating the impact of the new guidance. |
Notes Receivable and Other Rece
Notes Receivable and Other Receivable | 9 Months Ended |
Nov. 30, 2020 | |
Receivables [Abstract] | |
Notes Receivable and Other Receivable | Note 2 – Notes Receivable and Other Receivable Current $230,000 Promissory Note from Bettwork Industries Inc On October 10, 2018, we entered into a Promissory Note with Bettwork Industries Inc. (“ Bettwork Bettwork Note Default Rate On March 12, 2019, and effective on February 28, 2019, we and Bettwork entered into a First Amendment to Amended Promissory Note (the “ Note Amendment On October 10, 2019, and effective on August 31, 2019, we and Bettwork entered into the Second Amendment to Amended Promissory Note to extend the maturity date thereof from August 31, 2019 to February 29, 2020. All terms of the Bettwork Note remained unchanged. The Bettwork Note is currently in default. $37,500 Promissory Note from Crystal Falls Investments LLC On January 13, 2020, we entered into a Promissory Note with Crystal Falls Investments LLC. (“ Crystal Crystal Note Default Rate On September 15, 2020, and effective August 14, 2020, a second amendment to the Crystal Note was entered into between us and Crystal Falls, to extend the maturity date of the Crystal Note to February 14, 2021. All other terms of the Crystal Note remain unchanged. Other Receivable The Other Receivable of $7,657,024 as of November 30, 2020, represents the acquired Axion debt which was acquired on November 16, 2020, as described in greater detail in “Note 1 – Summary of Business Operations and Significant Accounting Policies”, under “Going Concern”. Pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, the Axion Creditors exchanged debt of Axion in the aggregate amount of $7,657,024, for (i) 3,828,500 shares of newly designated shares of Series C Convertible Preferred Stock of the Company, which are automatically convertible into common shares of the Company upon the occurrence of certain events, including the approval of such issuances by the stockholders of the Company, on a one-for-one basis; and (ii) a warrant, granted to Cern One, to purchase 1,914,250 shares of the Company’s common, which is only exercisable upon the occurrence of certain events, including the approval of such issuance by the stockholders of the Company. The Creditor Warrants vest on the later of (a) the date the Series B Preferred Stock and Series C Preferred Stock convert into common stock and 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 Creditor Warrants will terminate. Conversion of $1,600,000 Promissory Note Into 2,133,333 Common Stock Shares of Bettwork Industries Inc On November 21, 2017, we entered into a Purchase Agreement and an addendum thereto (the “ Purchase Addendum A-Tech Parula Property Construction Obligation On May 31, 2018, Monaker and Bettwork entered into an agreement whereby Bettwork acquired the ‘right to own’ the Property from the Company in consideration for a Secured Convertible Promissory Note in the amount of $1.6 million (the “ Secured Note Transaction BETW Conversion of $2,900,000 Promissory Note Into 3,866,667 Common Stock Shares of Bettwork Industries Inc Effective on August 31, 2017, we entered into a Purchase Agreement (the “ Purchase Agreement (a) Our 71.5% membership interest in Voyages North America, LLC, a Delaware limited liability company (“ Voyages (b) Our 10% ownership in Launch360 Media, Inc., a Nevada corporation (“ Launch360 (c) Rights to broadcast television commercials for 60 minutes every day on R&R TV network stations which rights remain in place until the earlier of (i) the date the shares of Launch360 are no longer held by Bettwork; and (ii) the date that Launch360 no longer has rights to broadcast television commercials on R&R TV network stations, for whatever reason; and (d) Our Technology Platform for Home & Away Club and supporting I.C.E. partnership (collectively (a) through (d), the “ Assets Bettwork agreed to pay $2.9 million for the assets, payable in the form of a Secured Convertible Promissory Note (the “ $2.9 Million Secured Note Bettwork may prepay the $2.9 Million Secured Note at any time, subject to its obligation to provide us 15 days prior written notice prior to any prepayment. The $2.9 Million Secured Note is convertible into shares of Bettwork’s common stock, at our option, subject to a 4.99% beneficial ownership limitation (which may be waived by us with at least 61 days prior written notice). The conversion price of the $2.9 Million Secured Note is $1.00 per share (the “ Conversion Price Transaction BETW |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliates | 9 Months Ended |
Nov. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Affiliates | Note 3 – Investment in Unconsolidated Affiliates We assess the potential impairment of our equity method 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. Verus International, Inc and NestBuilder.com Corp (OTCMKTS: VRUS) We have recognized an impairment loss on investment in unconsolidated affiliate. As of November 30, 2020, and February 29, 2020, Monaker owned 16,345,101 shares of Verus International, Inc. (formerly known as RealBiz Media Group, Inc. (“ Verus On December 22, 2017, we entered into a Settlement Agreement with Verus, NestBuilder.com Corp. (“ Nestbuilder AST On April 10, 2019 and effective on February 8, 2019, we entered into an Inducement Agreement with Verus. Pursuant to the Inducement Agreement, we agreed to amend the designation of the Series A Convertible Preferred Stock of Verus (the “ Series A Preferred Stock Ownership Blocker” On April 16, 2019, Verus filed a Certificate of Amendment (the “ Amendment Since the issuance date of such common stock, the Company has sold and transferred various shares of common stock of Verus. As of February 29, 2020, the Company owned 61,247,139 shares of Verus’s common stock which had a fair value of $0.016 per share or $979,954 in aggregate. As of November 30, 2020, the Company owned 54,887,546 shares of common stock of Verus. As of November 30, 2020, the 54,887,546 shares of Verus’s common stock held by the Company had a value of $0.001 per share ($54,888 in aggregate) which resulted in a decrease in the fair value of such shares of $835,281 for the nine months ended November 30, 2020. The change in fair value of $835,281 is recognized in net loss as other expense, valuation loss, net, as of November 30, 2020. 6,142,856 shares of Bettwork Industries Inc. Common Stock (formerly OTC Pink: BETW) On July 2, 2018, three Secured Convertible Promissory Notes aggregating $5,250,000 (as described in “Note 2 – Note Receivable”), evidencing amounts we were owed by Bettwork, were exchanged for 7,000,000 shares of Bettwork’s common stock at $0.75 per share for a fair value of $5,250,000 as of July 2, 2018. Bettwork’s common stock had a readily determinable fair value as it was quoted on the OTC Pink market under the symbol “ BETW Purchasers Stock Purchase Agreements As of August 31, 2018 (the end of the last fiscal quarter prior to the entry into the Stock Purchase Agreements), the Company had valued the above-noted shares of Bettwork’s common stock at the stock’s trading price which was $0.70 per share. The carrying value of the Bettwork shares have been marked to market at the end of each reporting period through November 30, 2020. As of February 29, 2020, the shares of Bettwork’s common stock were trading at $0.25 per share which decreased the fair value of the 6,142,856 remaining shares of Bettwork common stock to $1,535,714 and caused an accumulated fair value loss of $6,081,427 to be realized. The change in fair value of $6,081,427 is recognized in net loss as other income, valuation loss, net, as of February 29, 2020. As November 30, 2020, the 6,142,856 remaining shares of Bettwork’s common stock were trading at $0.06 per share valued at $368,571, which decreased the fair value by $1,167,143 for the fiscal year to date. The change in fair value of $1,167,143 is recognized in net loss as other expense, valuation loss, net for the nine months ended November 30, 2020. Recruiter.com Group, Inc., formerly Truli Technologies Inc (OTCQB: RCRT) On August 31, 2016, Monaker entered into a Marketing and Stock Exchange Agreement with Recruiter.com (“ Recruiter 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 Recruiter.com On August 22, 2019, Recruiter.com announced a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-80. This resulted in a reduction in the shares of Recruiter.com’s common stock held by the Company from 11,141,810 shares to 139,273 shares, which shares were valued at $2.70 per share at market closing on the date of the reverse. As of February 29, 2020, each share of Recruiter.com’s common stock was valued at $2.25 per share which decreased the fair value of the 139,273 shares of Recruiter.com common stock to $313,363 and caused an accumulated fair value loss of $160,164 to be realized. The change in fair value of $160,164 is recognized in net loss as other income, valuation loss, net, as of February 29, 2020. As of November 30, 2020, the 124,710 shares of Recruiter.com’s common stock were trading at $1.65 per share and valued at $205,772, which decreased the fair value of such shares by $107,592, for the nine months ended November 30, 2020. The change in fair value of $107,592 is recognized in net loss as other income, valuation loss, net, as of November 30, 2020. During the quarter ended November 30, 2020, the Company sold 14,563 shares of Recruiter.com common stock to the public in open market transactions and received gross proceeds of $26,329. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 9 Months Ended |
Nov. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 4 – Acquisitions and Dispositions Sale of Verus International, Inc Shares to Public During the month of March 2020, the Company sold 3,367,664 shares of Verus’ common stock to the public in open market transactions and received gross proceeds of $46,670 from such sales. During the month of April 2020, the Company sold 2,991,929 shares of Verus’ common stock to the public in open market transactions and received gross proceeds of $40,646 from such sales. During the second and third quarters from June 1, 2020 to August 31, 2020 and September 1, 2020 to November 30, 2020, the Company sold no shares of Verus’ common stock to the public in open market transactions. Acquisition of Axion Shares The Investment in affiliate of $9,272,121 as of November 30, 2020, represents the Company’s acquisition of Axion equity as described in greater detail in “Note 1 – Summary of Business Operations and Significant Accounting Policies”, under “Going Concern”, on November 16, 2020. Pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, (a) the Axion Stockholders, exchanged ordinary shares of Axion equal to 33.85% of the outstanding common shares of Axion, in consideration for 10,000,000 shares of newly designated shares of Series B Convertible Preferred Stock of the Company, which are automatically convertible into common shares of the Company upon the occurrence of certain events, including the approval of such issuances by the stockholders of the Company, into 14.68% of the post-closing capitalization, less the number of shares of the Company’s common stock issuable upon conversion of the Series C Preferred Stock and the exercise of the Creditor Warrants; and (b) the Axion Creditors exchanged debt of Axion in the aggregate amount of $7,657,024, for (i) 3,828,500 shares of newly designated shares of Series C Convertible Preferred Stock of the Company, which are automatically convertible into common shares of the Company upon the occurrence of certain events, including the approval of such issuances by the stockholders of the Company, on a one-for-one basis; and (ii) a warrant, granted to Cern One, to purchase 1,914,250 shares of the Company’s common, which is only exercisable upon the occurrence of certain events, including the approval of such issuance by the stockholders of the Company. The Creditor Warrants vest on the later of (a) the date the Series B Preferred Stock and Series C Preferred Stock convert into common stock and 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 Creditor Warrants will terminate. Purchase of Longroot, Inc. As described in greater detail in “Note 1 – Summary of Business Operations and Significant Accounting Policies”, under “Going Concern”, on November 16, 2020, the Company acquired 100% of Longroot, which in turn owned 57% of Longroot Cayman. Longroot Cayman owned 49% of the outstanding shares (100% of the ordinary shares) of Longroot Thailand, provided that Longroot Cayman controls 90% of Longroot Thailand’s voting shares and therefore effectively controls Longroot Thailand. The acquisition was made pursuant to the November 2, 2020 SPA entered into with Dr. Jason Morton, and for certain limited purposes set forth therein, Longroot. Pursuant to the SPA, the Company purchased, 100% of Longroot, in consideration for (a) $1,700,000 in cash; and (b) 200,000 shares of restricted common stock. A total of $100,000 was paid as a non-refundable deposit towards the purchase of Longroot on October 15, 2020, and a total of $700,000 was paid at the closing on November 16, 2020, along with the issuance of the shares. Additionally, prior to the closing, the Company advanced a separate $400,000 to Longroot which was used for working capital prior to closing which brought the purchase price to a total of $2.2 million. The remaining $900,000 owed to Morton pursuant to the terms of the SPA is payable in three installments of $300,000 each, due on or prior to (i) December 16, 2020 (30 days after the closing), which amount has been paid in full; (ii) March 16, 2021 (120 days after the closing); and (iii) April 15, 2021 (150 days after the closing), of which $150,000 has previously been paid as discussed below. Pursuant to the SPA, Morton has the option to elect to receive any or all the Remaining Cash Payments in shares of common stock of the Company, with such number of shares issuable based on a Company stock price of $3.00 per share. In order to exercise such right, Morton must provide the Company notice no later than 5 days prior to the applicable due date of such applicable Remaining Cash Payment(s). In the event we fail to pay any of the Remaining Cash Payments when due, the amount not timely paid will bear interest at the rate of 7% per annum, until paid in full. Pursuant to the SPA, Morton agreed not to compete for a period of two years following the closing date, in connection with the operation of an initial coin offering portal in Thailand, subject to customary exceptions. The SPA also contains an indemnification obligation whereby the Company agreed to indemnify and hold Morton harmless against any claims made by Axion Ventures, Inc. or any of its shareholders, directors, officers, agents or representatives against Morton in connection with the SPA or the Company’s purchase of Longroot. In accordance with ASC 805, as described in “Note 1 – Summary of Business Operations and Significant Accounting Policies”, the Company has accounted for this business combination utilizing the following values in connection with the purchase of Longroot, Inc.: total consideration to selling shareholder of $2,528,000 and fair value of net assets acquired of $233,357 and an intangible asset (including license) of $2,294,643. The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date. |
Line of Credit and Notes Payabl
Line of Credit and Notes Payable | 9 Months Ended |
Nov. 30, 2020 | |
Line Of Credit [Abstract] | |
Line of Credit and Notes Payable | Note 5 – Line of Credit and Notes Payable On June 15, 2016, we entered into a revolving line of credit agreement with Republic Bank, Inc. of Duluth, Minnesota (“ Republic On September 16, 2019, the Company entered into a commercial debt modification agreement with Republic to extend the maturity date of the line of credit to December 15, 2019. On December 6, 2019, the Company entered into another commercial debt modification agreement with National Bank of Commerce (which merged with Republic)(“ National Bank On May 7, 2020, the Company entered into a new Promissory Note with National Bank (the “ New Note As of November 30, 2020, the principal balance of the note payable was $1,192,716. Interest expense charged to operations relating to this line of credit was $52,595 and $107,715 for the nine months ended November 30, 2020 and 2019, respectively. The Company has accrued interest as of November 30, 2020 and 2019 of $-0- and $-0-, respectively. As discussed in greater detail below under “Note 10 – Subsequent Events”, the line of credit was repaid in full on December 1, 2020. On April 3, 2020, the Company entered into a Note Purchase Agreement (the “ Note Purchase Agreement Iliad Iliad Note The Iliad Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on April 3, 2021). From time to time, beginning six months after issuance, Iliad may redeem a portion of the Iliad Note, not to exceed an amount of $200,000 per month. 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 Iliad Note. Under certain circumstances the Company may 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 Iliad Note is increased by 2%. Subject to the terms and conditions set forth in the Iliad Note, the Company may prepay all or any portion of the outstanding balance of the Iliad Note at any time subject to a prepayment penalty equal to 15% of the amount of the outstanding balance to be prepaid. For so long as the Iliad Note remains outstanding, the Company has agreed to pay to Iliad 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 Iliad Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the Iliad Note (each an “ Equity Payment In connection with the Note Purchase Agreement and the Iliad Note, the Company has entered into a Security Agreement with Iliad (the “ Security Agreement On July 30, 2020, we made a prepayment of $347,826 towards the Iliad Note. On October 6, 2020 and November 4, 2020, we received and paid redemption notices of $200,000 each or $400,000 in total which reduced the principal balance. As of November 30, 2020, the outstanding principal amount of the Iliad Note is $147,174 and the accrued interest is $45,283. As discussed in greater detail below under “Note 10 – Subsequent Events”, the outstanding balance of the Iliad Note was repaid in full on December 1, 2020. On November 23, 2020, the Company entered into a Note Purchase Agreement (the “ Note Purchase Agreement Streeterville Streeterville Note Investor Note The Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after the Purchase Price Date (i.e., on November 23, 2021). From time to time, beginning six months after issuance, Streeterville may redeem a portion of the Streeterville Note, not to exceed the “ Maximum Monthly Redemption Amount Equity Payment Pursuant to the Streeterville Note, we provided Streeterville a right of first refusal to purchase any promissory note, debenture or other debt instrument which we propose to sell, other than sales to officers or directors of the Company and/or sales to the government. Each time, if ever, that we provide Streeterville such right, and Streeterville does not exercise such right to provide such funding, the outstanding balance of the Streeterville Note increases by 3%. Each time, if ever, that we fail to comply with the terms of the right of first refusal, the outstanding balance of the Streeterville Note increases by 10%. Additionally, upon each major default described in the Streeterville Note (i.e., the failure to pay amounts under the 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 Streeterville Note automatically increases by 15%, and for each other default, the outstanding balance of the Streeterville Note automatically increases 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 Streeterville Note immediately prior to the first event of default. In connection with the Note Purchase Agreement and the Streeterville Note, the Company has entered into a Security Agreement with Streeterville (the “ Security Agreement The Investor Note, in the principal amount of $1,500,000, evidences the amount payable by Streeterville to the Company as partial consideration for the acquisition of the Streeterville Note. The Investor Note accrues 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 may be prepaid at any time. Streeterville may, in its sole discretion, designate collateral as security for its obligations under the Investor Note, provided that currently there is no collateral evidencing the repayment of such note. In the event (i) of the occurrence of any event of default under the Streeterville Note, (ii) of a breach of any material term, condition, representation, warranty, covenant or obligation of the Company under any agreement entered into with Streeterville along with the Note Purchase Agreement, or (iii) if the Company sells, transfers, assigns, pledges or hypothecates the Investor Note, or attempts to do any of the foregoing, Streeterville is entitled to deduct and offset any amount owing by the Company under the Streeterville Note from any amount owed by Streeterville under the Investor Note (provided that such amount is automatically offset if Streeterville has not exercised its offset right within 30 days prior to the maturity date of the Investor Note). The Investor Note includes customary events of default, subject to cure rights where applicable. The amount of the Investor Note has been offset against the amount of the Streeterville Note in the balance sheet as of November 30, 2020, as both notes have substantially similar terms, and the Investor Note was provided in consideration for the acquisition of a portion of the Streeterville Note. The Paycheck Protection Program (PPP) Loan On May 8, 2020, the Company obtained a $176,534 loan (the “ Loan Lender PPP CARES Act PPP Note On August 14, 2020, the Company submitted the loan forgiveness application to Commercial Bank for the entire amount of $176,534. The accrued interest was $561 as of August 31, 2020. On November 10, 2020, the Company received notification from The Commercial Bank that the entire loan balance was forgiven. The principal was recorded as other income and the accrued interest was reversed. On September 1, 2020, September 18, 2020, September 30, 2020, on or around November 2, 2020, and on November 24, 2020, HotPlay advanced Monaker $300,000, $700,000, $1,000,000, $400,000, $100,000, respectively, under the terms of the HotPlay Exchange Agreement. The advances were evidenced by convertible promissory notes (“ HotPlay Convertible Notes The advances, and the entry into the HotPlay Convertible Notes, were required conditions to the HotPlay Exchange Agreement, pursuant to which HotPlay was required to loan us $1,000,000 on or before August 31, 2020 (provided that Monaker waived such delay in providing such initial $1,000,000 of HotPlay advances) and is required to loan us an additional $1,000,000 (each a “ Subsequent Loan HotPlay Loans Required Lending Date The HotPlay Notes are automatically forgiven by HotPlay in the event the HotPlay Exchange Agreement is terminated (a) by written agreement of the parties thereto; (b) by HotPlay (and its stockholders) or the Company, if the closing has not occurred on or before the required date set forth in the HotPlay Exchange Agreement (currently February 28, 2021), unless the failure of the closing to have occurred is attributable to a failure on the part of the terminating party; (c) by the Company, if there is a material adverse effect on HotPlay or any schedule delivered by HotPlay is found to be materially misleading or conflict with any prior written or oral statement delivered to the Company; or (d) by the Company, if any representations or warranties made by HotPlay or its stockholders in the HotPlay Exchange Agreement are found to be materially inaccurate or any covenants are breached. Alternately, if the HotPlay Exchange Agreement is terminated (a) by HotPlay or its principal stockholder (as applicable) because a governmental authority of competent jurisdiction issues a final non-appealable order, or takes any other action having the effect of, permanently restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated by the HotPlay Exchange Agreement (a “ Government Action In the event the transactions contemplated by the Share Exchange close, it is anticipated that the HotPlay Notes will be forgiven as intracompany loans. If the Company fails to deliver the shares due upon a conversion within five business days, or the Company enters into a voluntary or involuntary bankruptcy proceeding, then HotPlay can declare the entire amount of the notes due and payable (provided the notes are automatically due upon the occurrence of certain bankruptcy events), and such note will accrue interest at the rate of 18% per annum until paid in full. |
Related Party Promissory Notes
Related Party Promissory Notes and Transactions | 9 Months Ended |
Nov. 30, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Related Party Promissory Notes and Transactions | Note 6 –Related Party Promissory Notes and Transactions Promissory Notes with Directors The Company has entered into three promissory notes, two with two Directors (the “ Director Notes Revolving Monaco Trust Note Director Notes Director Notes On March 13, 2020 and March 26, 2020, the Company borrowed an additional $100,000 and $75,000, respectively, from the Monaco Trust pursuant to the terms of the Revolving Monaco Trust. On June 9, 2020 and June 10, 2020, the Company borrowed an additional $300,000 and $50,000, respectively, from the Monaco Trust. On July 7, 2020 and July 20, 2020, the Company borrowed an additional $250,000 and $50,000, respectively, from the Monaco Trust. On July 27, 2020, the Company paid principal of $50,000 and accrued interest of $49,784. On September 22, 2020, the Company paid principal of $142,408 and interest of $57,592. On November 16, 2020, the Company borrowed an additional $765,000 of the available amount remaining. As of November 30, 2020, the Revolving Monaco Trust Note has a balance of $2,797,592 and the amount remaining under the note of $2,408, can be accessed by the Company on a revolving basis, at any time, prior to the maturity date of the Revolving Monaco Trust Note, with the approval of the Monaco Trust. On March 27, 2020, the Company entered into second amendments to the Director Notes to extend the maturity date of such Director Notes from April 1, 2020 to June 1, 2020 and entered into an amendment to extend the due date of the Revolving Monaco Trust Note from April 1, 2020 to December 1, 2020 (the “ Second Note Amendment On April 17, 2020, the Company paid off the Promissory Note with Pasquale LaVecchia in the amount of $26,225 (the principal of $25,000 and the interest of $6,225). On May 1, 2020, the Company paid off the Promissory Note with Robert J. Mendola, Jr. in the amount of $157,595 (the principal of $150,000 and the interest of $7,595). As of August 31, 2020, and August 31, 2019, the outstanding balances of the promissory notes with Pasquale LaVecchia and Robert J. Mendola, Jr. were $0 and $0, respectively. On November 6, 2020, the Company entered into a third amendment to the Revolving Trust Note with the Monaco Trust, to extend the maturity date of such Revolving Monaco Trust Note to February 28, 2021. No other changes were made to such note as a result of such amendment. On November 16, 2020, the Company entered into a fourth amendment to the Revolving Trust Note with the Monaco Trust, to increase the amount available under such Revolving Monaco Trust Note to $2,800,000. No other changes were made to such note as a result of such amendment. The Revolving Trust Note had a balance of $2,797,592 as of November 30, 2020, and as discussed below under “Note 10 – Subsequent Events”, was fully repaid on January 4, 2021. Related Party Transactions On November 16, 2020, the Company acquired 100% of Longroot, Inc., a Delaware corporation (“ Longroot Longroot Cayman Longroot Thailand |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Nov. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 – Stockholders’ Equity 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 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 Per the terms of the Certificate of Designations relating to the Series A Preferred Stock (as amended), subject to the availability of authorized and unissued shares of Series A Preferred Stock, the holders of Series A Preferred Stock may, by written notice to the Company: ● elect to convert all or any part of such holder’s shares of Series A Preferred Stock into common stock at a conversion rate of the lower of: a) $1.24 per share; or b) the lowest price the Company has issued stock as part of a financing after January 1, 2006; or ● convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Company, secured by a security interest in all of the assets of the Company and its subsidiaries, at a rate of $62.50 of debt for each share of Series A Preferred Stock; or ● elect to convert all or any part of such holder’s shares of Series A Preferred Stock into shares of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (“ Series C Preferred Stock In the event of any liquidation, dissolution or winding up of this Company, either voluntary or involuntary (any of the foregoing, a “ liquidation The Company had 0 shares of Series A Preferred Stock issued and outstanding as of November 30, 2020 and February 29, 2020. Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 as of November 30, 2020 and February 29, 2020. These dividends will only be payable when and if declared by the Board. In connection with the Axion Exchange Agreement, Monaker filed a certificate of designation of its Series B Convertible Preferred Stock with the Secretary of State of Nevada on November 13, 2020 (the “ Series B designation Series B Preferred Stock Dividend Rights Liquidation Preference Conversion Rights ● “ Approval Date ● “ Conversion Rate ● “ Majority In Interest Additionally, the maximum number of shares of common stock to be issued in connection with the conversion of all of the outstanding shares of Series B Preferred Stock and Series C Preferred Stock shares (and upon conversion or exercise of any other securities required to be aggregated with the Series B Preferred Stock and Series C Preferred Stock shares pursuant to the applicable rules and requirements of NASDAQ), cannot exceed such number of shares of common stock that would violate applicable listing rules of NASDAQ in the event the Company’s stockholders do not approve the issuance of the common stock issuable in connection with such conversion. Voting Rights (a) Increasing or decreasing (other than by redemption or conversion) the total number of authorized shares of Series B Preferred Stock; (b) Re-issuing any shares of Series B Preferred Stock converted pursuant to the terms of the Series B designation; (c) Effecting an exchange, reclassification, or cancellation of all or a part of the Series B Preferred Stock; (d) Effecting an exchange, or creating a right of exchange, of all or part of the shares of another class of shares into shares of Series B Preferred Stock; (e) Issuing any shares of Series B Preferred Stock other than pursuant to the Axion exchange agreement; (f) Altering or changing the rights, preferences or privileges of the shares of Series B Preferred Stock so as to affect adversely the shares of such series; or (g) Amending or waiving any provision of the Company’s articles of incorporation or bylaws relative to the Series B Preferred Stock so as to affect adversely the shares of Series B Preferred Stock in any material respect as compared to holders of other series of shares. Redemption Rights In connection with the Axion exchange agreement, Monaker filed a certificate of designation of its Series C Convertible Preferred Stock with the Secretary of State of Nevada on November 13, 2020 (the “ Series C designation Series C Preferred Stock Dividend Rights Liquidation Preference Conversion Rights Additionally, the maximum number of shares of common stock to be issued in connection with the conversion of all of the outstanding shares of Series C Preferred Stock and Series B Preferred Stock shares (and upon conversion or exercise of any other securities required to be aggregated with the Series C Preferred Stock and Series B Preferred Stock shares pursuant to the applicable rules and requirements of NASDAQ), cannot exceed such number of shares of common stock that would violate applicable listing rules of NASDAQ in the event the Company’s stockholders do not approve the issuance of the common stock issuable in connection with such conversion. Voting Rights (a) Increasing or decreasing (other than by redemption or conversion) the total number of authorized shares of Series C Preferred Stock; (b) Re-issuing any shares of Series C Preferred Stock converted pursuant to the terms of the Series C designation; (c) Effecting an exchange, reclassification, or cancellation of all or a part of the Series C Preferred Stock; (d) Effecting an exchange, or creating a right of exchange, of all or part of the shares of another class of shares into shares of Series C Preferred Stock; (e) Issuing any shares of Series C Preferred Stock other than pursuant to the Axion Exchange Agreement; (f) Altering or changing the rights, preferences or privileges of the shares of Series C Preferred Stock so as to affect adversely the shares of such series; or (g) Amending or waiving any provision of the Company’s articles of incorporation or bylaws relative to the Series C Preferred Stock so as to affect adversely the shares of Series C Preferred Stock in any material respect as compared to holders of other series of shares. Redemption Rights During the nine months ended November 30, 2020 and 2019, there were no repurchases of the Company’s common stock by Monaker. During the nine months ended November 30, 2020, the following shares of common stock and other securities were issued and granted: ▪ On March 2, 2020, the Company issued 41,250 shares of restricted common stock to several directors of the Company, in consideration for services rendered to the Board during the quarter ended February 29, 2020, valued at $79,082. ▪ On March 9, 2020, the Company issued ▪ On April 23, 2020, the Company entered into a Consulting Agreement, pursuant to which the Company issued 20,000 shares of restricted common stock to a consultant, valued at $16,400, for digital marketing and corporate communications services rendered. ▪ On June 9, 2020, the Company issued 41,250 shares of restricted common stock to the Directors of the Company, in consideration for services rendered to the Board during the quarter ended May 31, 2020, valued at $58,575. ▪ On June 22, 2020, the Company issued 10,000 shares of restricted common stock, valued at $10,200 to an employee, in connection with a new employee agreement. ▪ On June 22, 2020, the Company issued 50,000 shares of restricted common stock to a consultant, valued at $92,500 for public and investor relations services rendered. ▪ On July 27, 2020, the Company issued 1,000,000 shares of common stock valued at $2,000,000 in a public offering whereby it sold 1,000,000 shares at a $2.00 per share offering price. We paid 7% of the aggregate public offering price to the placement agent in the offering. ▪ On August 10, 2020, the Company issued 80,000 shares of restricted common stock to several consultants, valued at $178,408, for investor and public relations services rendered. ▪ On September 8, 2020, the Company issued 60,000 shares of restricted common stock to several employees, valued at $145,200, for services rendered. ▪ On September 8, 2020, the Company issued 41,250 shares of restricted common stock to several Directors of the Company, in consideration for services rendered to the Board during the quarter ended August 31, 2020, valued at $99,825. ▪ On October 9, 2020, the Company issued 1,500 shares of restricted common stock to a consultant, valued at $3,315, for general consulting services rendered. ▪ On November 6, 2020, the Company issued 36,500 shares of restricted common stock to several consultants, valued at $68,280, for investor relations and general consulting services rendered. ▪ On November 16, 2020, the Company issued 200,000 shares of restricted common stock to Morton, valued at $428,000, pursuant to the terms of the Longroot SPA. ▪ On November 19, 2020, the Company issued 10,000 shares of restricted common stock to a consultant, valued at $24,000, for marketing services rendered. The Company had 14,811,089 and 13,069,339 shares of common stock issued and outstanding as of November 30, 2020 and February 29, 2020, respectively. On July 31, 2017, the Company issued warrants to purchase an aggregate of 613,000 shares of common stock in connection with a private placement offering of 613,000 shares of common stock and warrants. The warrants were exercisable immediately at $5.25 per share and expire on July 30, 2022. These warrants contain a subsequent equity sale reset “ down round During January 2018, the Company entered into a First Amendment To Warrant (“ Amendment Pacific Grove Additionally, as a result of the reduction in the exercise price of the Pacific Grove warrants which was agreed to pursuant to the Amendment, the anti-dilution provisions of the purchase agreement entered into with the purchasers pursuant to the July 31, 2017 purchases were triggered. Specifically, because the Company issued shares of common stock below (a) the $5.00 price per share of the securities sold pursuant to the purchase agreement, the purchasers were due an additional 14,458 shares of the Company’s common stock; and (b) the $5.25 exercise price of the warrants sold pursuant to the purchase agreement (and the warrants granted to the placement agent), automatically decreased to $5.125 per share. Additionally, as a result of the reduction in the exercise price of the Stadlin warrants which was agreed to pursuant to the amendment, the anti-dilution provisions of the purchase agreement and the purchasers’ warrants granted in connection therewith was triggered. Specifically, because the Company issued shares of common stock below (a) the $5.00 price per share of the securities sold pursuant to the purchase agreement, the purchasers were due an additional 1,220 shares of the Company’s common stock; and (b) the $5.125 exercise price of the warrants sold pursuant to the purchase agreement (and the warrants granted to the placement agent), the exercise price of such warrants remained unchanged at $5.125 per share. At first, the warrants were accounted for as part of Company equity since the warrants were considered indexed to the Company’s own stock. However, under ASC 815, the “ down round In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 intends to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the Board determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings and is effective in fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company adopted the new standard during 2017, preventing the need to account for the Company to account for the outstanding warrants that contain down round features as derivative instruments. As a result of the Company’s April 2019 underwritten offering, the exercise price of the then outstanding warrants to purchase 724,000 shares of common stock granted as part of the Company’s October 2, 2018 registered offering was automatically adjusted from $2.85 per share to $2.00 per share. On November 16, 2020, in connection with the closing of the Axion Share Exchange Agreement, the Company granted Cern One, a warrant to purchase 1,914,250 shares of the Company’s common at an exercise price of $2.00 per share (the “ Creditor Warrants Vesting Date The following table sets forth common stock purchase warrants outstanding as of November 30, 2020 and February 29, 2020, and changes in such warrants outstanding for the nine months ended November 30, 2020: Warrants Weighted Average Exercise Outstanding, February 29, 2020 1,347,391 $ 3.32 Warrants granted 1,923,850 $ 2.00 Warrants exercised/forfeited/expired (100,320 ) $ (3.30 ) Outstanding, November 30, 2020 3,170,921 $ 2.48 Common stock issuable upon exercise of warrants 3,170,921 $ 2.48 At February 29, 2020, there were warrants outstanding to purchase 1,347,391 shares of common stock with a weighted average exercise price of $3.32 and a weighted average remaining life of 2.30 years. At November 30, 2020, there were warrants outstanding to purchase 3,170,921 shares of common stock with a weighted average exercise price of $2.48 and a weighted average remaining life of 1.59 years. Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 as of November 30, 2020 and February 29, 2020. These dividends will only be payable when and if declared by the Board. The dividends are owed to Donald P. Monaco, our Chairman, and William Kerby, our CEO and a director. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Nov. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Our executive, administrative and operating offices are primarily located in Weston, Florida where we leased approximately 2,500 square feet of office space at 2690 Weston Road, Suite 200, Weston, Florida 33331. In accordance with the terms of the office space lease agreement, the Company was renting the commercial office space, for a term of three years from January 1, 2016 through December 31, 2018. Monthly rental costs for calendar years 2017, 2018 and 2019 were $6,695, $6,896 and $6,243, respectively per month. The office lease described above terminated early on March 31, 2018, at the request of the landlord, without penalties to the Company. The Company entered into a new contract for new office space encompassing approximately 2,500 square feet at 2893 Executive Park Drive Suite 201, Weston, Florida 33331. The lease has a term of three years from April 15, 2018 through April 14, 2021. Monthly rental costs for the periods ending April 14, 2019, 2020 and 2021 are $6,243, $6,492 and $6,781, respectively. On October 1, 2019, the Company entered into a new contract for a new call center, approximately 4,048 square feet, at 6345 South Pecos Road, Suites 206, 207, and 208, Las Vegas, Nevada 89120. The lease has a term of one year from October 1, 2019 through September 30, 2020. Monthly base rental costs; (i) $ 3,643 from October 1, 2019 through November 30, 2019 and (ii) $3,789 from December 1, 2019 through September 30, 2020. The rent also includes the monthly payment of the operating expenses (Tenant’s Proportionate Share of the Building and/or Project) which costs approximately $1,100 per month. We did not renew this lease. The rent for the quarters ended November 30, 2020, August 31, 2020 and May 31, 2020 was $16,855, $33,628 and $19,447, respectively. The Company recorded operating lease Right-to-Use asset of $15,843 along with current operating lease liability of $16,362 and long-term operating lease liability of $0 as of November 30, 2020. The following schedule represents obligations under written commitments on the part of the Company that are not included in liabilities: Current Long Term For the year ended 2021 2022 Total Leases $ 20,342 $ 1,471 $ 21,813 Insurance 8,946 7,288 16,234 Other 2,025 8,100 10,125 Totals $ 31,313 $ 16,859 $ 48,172 The Company is committed to pay three to six months’ severance in the case of termination or death to certain key officers, and up to 12 months upon a termination in connection with a change in control in some cases. 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 will not 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 in light of 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. On March 28, 2016, the Company was presented with a Demand for Arbitration, pursuant to Rule 4(a) of the American Arbitration Association Commercial Rules of Arbitration, whereby Acknew Investments, Inc. and Vice Regal Developments Inc. (Claimants) are arguing that $700,000 is due to them, even though they have already been paid said amounts through preferred shares that were issued as a guarantee and which Claimants converted into shares of common stock. In connection with the purchase of the stock of the entity that eventually became RealBiz Media Group, Inc. (and subsequently Verus International, Inc.), the Company issued 380,000 shares of Monaker Series D Preferred Stock shares with a value of $1,900,000, which was considered the $1,200,000 value of the stock portion of the purchase price and was also meant to guaranty the payment of the balance of $700,000. The Company contends that the obligation to pay the $700,000 was extinguished with the conversion of the Monaker Series D Preferred Stock shares into shares of common stock. The date for arbitration has not been set and the Company will vehemently defend its position. The Company is unable to determine the estimate of the probable or reasonable possible loss or range of losses arising from the above legal proceedings; however, the Company denies the plaintiffs’ claims and intends to vehemently defend itself against the allegations. As of November 30, 2020, there has been no further update on the arbitration. IDS IDS Shares IP Purchase Agreement The complaint was filed as a result of IDS’s failure to deliver the intellectual property assets which the Company purchased pursuant to the IP Purchase Agreement (the “ IP Assets On April 29, 2020, the Company filed a Verified Motion for Temporary Injunction (the “ Injunction Motion Answer and Counterclaim If the Company does not prevail, it will retain the rights to the IP Assets and may elect to complete the source code that was acquired from IDS to make the source code production ready. If the Company prevails in the lawsuit, the Company will return the IP Assets to IDS. Therefore, until such time as the disposition of the lawsuit is determined, the Company will keep the “ CIP – IDS Project th 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. |
Business Segment Reporting
Business Segment Reporting | 9 Months Ended |
Nov. 30, 2020 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Note 9 – Business Segment Reporting Accounting Standards Codification 280-16 “ Segment Reporting The Company has one operating segment consisting of various products and services related to its online marketplace of travel and related logistics including destination tours / activities, accommodation rental listings, hotel listings, air and car rental. The Company’s chief operating decision maker is considered to be the Chief Executive Officer. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events The Company has evaluated subsequent events occurring after the balance sheet date and has identified the following: On December 1, 2020, the Company made a payment of $1,196,030 to National Bank to satisfy the outstanding balance of the line of credit which consisted of $1,192,716 of principal and $3,313 of accrued interest (which line of credit is described above under “Note 5 – Line of Credit and Notes Payable—The National Bank of Commerce (FKA: Republic Bank Line of Credit)”. On December 1, 2020, the Company made a payment of $800,000 under the Revolving Monaco Trust Note, including $748,069 of principal and $51,931 of interest owed thereunder (which note is described above under “Note 6 – Related Party Promissory Notes and Transactions”). On December 1, 2020, the Company made a payment of $192,511 to Iliad to satisfy the outstanding balance of the Iliad Note which consisted of $147,174 of principal and $45,337 of accrued interest (which note is described above under “Note 5 – Line of Credit and Notes Payable—Note Purchase Agreement: Iliad Research and Trading, L.P.”). On December 7, 2020, the Company made a payment of $250,000 to exercise its agreement option with JANIIS, Inc., to purchase a perpetual license of JANIIS’ proprietary vacation rental management software, which is used by property managers to manage the property rental business. On December 8, 2020, on December 28, 2020 and on January 6, 2021, HotPlay advanced Monaker $350,000, $100,000 and $50,000, respectively, under the terms of the HotPlay Exchange Agreement. The advances were evidenced by HotPlay Convertible Notes in the amount of each advance, and an effective date as of the date of each advance. The HotPlay Convertible Notes totaled $3.0 million as of the date of this report. The HotPlay Convertible Notes are described in greater detail under “Note 5 – Line of Credit and Notes Payable—HotPlay Convertible Notes”, above. On or around December 9, 2020, a warrant holder exercised warrants to purchase 40,000 shares of the Company’s common stock and paid the aggregate exercise price of $80,000 ($2.00) per share. The shares underlying the warrants were registered on a Form S-3 registration statement. On December 11, 2020, the Company entered into an agreement with, and paid an implementation fee of $31,500 to, Odysseus Solutions, LLC, to license its white-label booking platform to support the Company’s launch of a cruise program in early 2021. On or around December 11, 2020, a warrant holder exercised warrants to purchase 65,000 shares of the Company’s common stock and paid the aggregate exercise price of $130,000 ($2.00) per share. The shares underlying the warrants were registered on a Form S-3 registration statement. Effective on December 11, 2020, the Company entered into a letter agreement with Morton, which revised the terms of the SPA. Pursuant to the letter agreement, we agreed to accelerate the payment of an aggregate of $150,000 of the $300,000 which was payable pursuant to the terms of the SPA on or prior to April 15, 2021 (which amount was promptly paid), in consideration for Morton agreeing to withdraw a prior demand he had made for the Company to file a registration statement to register the 200,000 shares of common stock previously issue to Morton pursuant to the terms of the SPA. We also agreed to file a registration statement to register the 200,000 shares no later than January 31, 2021. The SPA is described in greater detail above under “Note 4 – Acquisitions and Dispositions— Purchase of Longroot, Inc.” On December 15, 2020, the Company made a payment of $450,000 to Morton pursuant to the terms of the SPA to acquire Longroot. The SPA is described in greater detail above under “Note 4 – Acquisitions and Dispositions— Purchase of Longroot, Inc.” On or around December 28, 2020, a warrant holder exercised warrants to purchase 5,000 shares of the Company’s common stock and paid the aggregate exercise price of $10,000 ($2.00) per share. The shares underlying the warrants were registered on a Form S-3 registration statement. On December 28, 2020, the Company entered into an underwriting agreement (the “ Underwriting Agreement Kingswood Aegis Underwriters Offering SEC Registration Statement On January 4, 2021, the Company made a payment of $2,070,411 under the Revolving Monaco Trust Note, including $2,049,523 of principal and $20,888 of interest owed thereunder (described above under “Note 6 – Related Party Promissory Notes and Transactions”) to satisfy the outstanding balance thereof. On January 4, 2021, the Company made a payment of $188,061 to Sunrise Sawgrass LLC for a security and rent deposit related to 5,952 rentable square feet of new office space for which occupancy will commence no later than April 1, 2021. The lease agreement, which was signed on December 24, 2020, will become the Company’s new corporate office located at 1560 Sawgrass Corporate Parkway Suite 130, Sunrise, Florida 33323, and will expire on the last day of the 89 th On January 5, 2021, the Company, through Longroot, subscribed to purchase an additional 100 shares of Longroot Cayman, in consideration for $1 million. The subscription was made pursuant to certain pre-emptive rights set forth in a shareholders’ agreement entered into between the shareholders of Longroot Cayman and brought Longroot’s ownership of Longroot Cayman up to 75%. Currently Longroot owns an approximate 36.75% indirect interest in Longroot Thailand, due to its ownership of 75% of Longroot Cayman, which in turn owns 49% of Longroot Thailand (75% x 49% = 36.75%)), provided that Longroot Cayman controls 90% of Longroot Thailand’s voting shares and therefore effectively controls Longroot Thailand. On January 6, 2021, the Company, HotPlay and the HotPlay Stockholders entered into a Third Amendment to Share Exchange Agreement (the “ Third HotPlay Amendment ● Fix the number of shares of Monaker common stock issuable to the HotPlay stockholders at the Closing at 52,000,000 shares of common stock; ● Extend the date by which the HotPlay Exchange Agreement is required to be completed until February 28, 2021 (from December 31, 2020); ● Allow Monaker the ability to issue (a) shares of common stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the board of directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company and (b) securities issued upon the exercise or exchange of or conversion of any securities outstanding on the date of the agreement, without the prior consent of HotPlay or the HotPlay stockholders and further allow for additional securities of Monaker to be issued prior to closing with the approval of HotPlay or Red Anchor; ● Provide for HotPlay and the HotPlay Stockholders to approve all transactions of Monaker which were disclosed in its Securities and Exchange Commission filings from the date of the original HotPlay Exchange Agreement, through the date of the Third HotPlay Amendment; ● Provide for there to be eight members of the board of directors at closing (provided that the parties have since agreed informally to increase such number of directors to nine), with four appointed by HotPlay, two appointed by Monaker, and two (now three pursuant to the agreement of the parties) appointed mutually by Monaker and HotPlay; and ● Allow for Monaker to enter into agreements and take actions outside of the ordinary course of business through the closing date with the prior consent of HotPlay. ● correct certain errors originally included in the Axion Share Exchange Agreement, regarding the ownership of certain shares of Axion which were exchanged by the Axion Stockholders party thereto, and to correct the allocation of the shares of Series B Preferred Stock issuable to certain of the Axion Stockholders in connection therewith; ● provide for the assignment of various shares of Series B Preferred Stock between certain of the Axion stockholders to correct the allocations of the Series B Preferred Stock between such stockholders, based on the pro rata issuance of such shares in exchange for the shares of Axion held by such Axion stockholders on the effective date of such Axion Share Exchange Agreement; ● remove Uniq Other Vendors as an Axion Stockholder (and Series B Preferred Stockholder), from such Axion Share Exchange Agreement; ● allow for the parties to mutually determine to not transfer record ownership of the shares of Axion which the Company acquired pursuant to the Axion Share Exchange Agreement to the Company and that the parties can instead enter into an agreement providing the Company voting and economic rights to such shares, until such time, if ever, as the Company determines it is in its best interests to affect such transfer of record ownership of such shares; and ● agree to the amendment and restatement of the Series B Preferred Stock of the Company as discussed below. Also on January 6, 2021, stockholders holding a majority of the outstanding shares of Series B Preferred Stock of the Company approved an amendment and restatement of the designation of the Series B Preferred Stock, which was previously approved by the board of directors of the Company on December 14, 2020, and which amended and restated designation was filed with the Secretary of State of Nevada on January 8, 2021, which amended the Series B Preferred Stock to fix the number of shares of common stock issuable upon conversion of the Series B Preferred Stock at 7,417,700 shares of Monaker common stock. On January 6, 2021 and January 14, 2021, the Company made payments of $1,540,000 and $231,000 respectively, under the Streeterville Note, which payment was required pursuant to the terms of such note (as a required prepayment thereof, and in connection with a 10% penalty thereon), in connection with the Company’s underwritten offering. The Streeterville Note is described in greater detail under “ Note 5 – Line of Credit and Notes Payable—Note Purchase Agreement: Streeterville Capital, LLC ” . Effective on January 12, 2021, Monaker, NextTrip Holdings, LLC, a newly formed Florida limited liability, which is wholly-owned by Monaker (“ NextTrip Formation and Funding Agreement According to the Formation and Funding Agreement, Monaker agreed, prior to the closing date of the HotPlay Share Exchange, to transfer all of the assets, operations, material agreements, employees, and goodwill of Monaker relating to travel operations and business (collectively, the “ travel operations The Formation and Funding Agreement also requires Monaker (which at that time will have acquired 100% ownership of HotPlay), to transfer, within five (5) business days of the closing, no less than $5.8 million (less pre-closing advances (defined below)) of the cash held on the books of HotPlay at the time of closing to NextTrip (the “ initial advance Pre-closing advances The Formation and Funding Agreement also requires Monaker to advance an additional $10 million to NextTrip in 2021, pursuant to a mutually agreed-upon schedule of advances (the “ subsequent advances advances Additionally, as a separate requirement from the requirement to make the advances, Monaker is required to continue to fund all NextTrip expenses and operations, for so long as Monaker owns at least 50% of NextTrip, provided that NextTrip stays within 130% of a budget approved by the Board of Managers of NextTrip on an annual (calendar year) basis (the “ budget threshold Under the Funding and Formation Agreement, NextTrip is required to assume all of the contractual and other obligations and liabilities of Monaker incurred before closing, provided that if such formal assumption is deemed too difficult or impracticable by NextTrip, or such formal assumption would trigger any defaults, required consents, or would be subject to any prerequisites, instead of formally assuming such obligations, NextTrip is required to pay such obligations as they come due and according to their terms (as such may be amended and modified from time to time). Additionally, if Monaker’s currently pending lawsuit with IDS, Inc. (“ IDS IDS Shares Finally, the Funding and Formation Agreement provided that NextTrip was required, before the closing, to adopt an operating agreement, which is discussed below, and which was adopted on January 11, 2021. On January 11, 2021, Monaker, as sole-owner of NextTrip adopted the Operating Agreement of NextTrip (the “ operating agreement The operating agreement provides for a three-person Board of Managers (“ Board of Managers The initial members of the Board of Managers of NextTrip are (1) Mr. Kerby, (2) Mr. Monaco, and (3) J. Todd Bonner, a director of HotPlay. The Board of Managers are tasked with creating a budget for NextTrip from time to time, but at least annually. The Managers have authority, without member approval, to have full, complete, and exclusive authority to manage and control the business, affairs, and properties of NextTrip, which includes, among other things, the ability to operate NextTrip and to enter into agreements and contracts, open and maintain bank accounts, borrow money, take actions in connection with the operation of NextTrip’s business, acquire, sell and operate properties and assets, obtain insurance, incur legal and other fees, employ employees and consultants, make expenditures and undertake other decisions or acts. Member approval is required however if the Board of Managers desires to take certain material transactions affecting NextTrip, including to (a) amend the operating agreement or the Articles of Organization of NextTrip; (b) change the character of the business of the company; (c) sell all or substantially all of NextTrip’s assets; (d) mortgage or encumber all or substantially all of NextTrip’s assets; (e) undertake any action that would make it impossible for NextTrip to carry on its business, subject to certain limited exceptions; (f) approve any transaction with any affiliate of NextTrip other than arm’s length terms; (g) make any expenditure greater than $50,000, which is not outlined in an approved budget; or (h) confess a judgment against NextTrip. Mr. Kerby serves as the Chief Executive Officer of NextTrip, and has the authority to appoint employees of NextTrip, and set forth their positions and salaries with NextTrip, and to further provide for the bonuses payable to such persons, provided that such compensation and bonuses do not exceed more than $500,000 in aggregate. The operating agreement also provides that the Board of Managers, in their sole discretion, subject to applicable law, and advice of counsel, may determine that it is in the best interests of NextTrip to spin-off the membership interests of NextTrip held by Monaker to Monaker’s stockholders (a “spin-off” and a “spin-off determination”). In the event of a spin-off determination, the board of directors of Monaker is required to hold a Special Meeting of the board of directors to discuss such spin-off determination (the “spin-off meeting”), and whether or not such spin-off determination is in the best interests of Monaker and its stockholders. Notwithstanding the foregoing, it is to be presumed that such spin-off is in the best interests of Monaker and its stockholders. In the event the board of directors determines not to move forward with a spin-off, the Board of Managers may make additional spin-off determinations in the future, subject to the obligation of the board of directors of Monaker to approve such spin-offs. If the board of directors of Monaker determines to move forward with the spin-off, the spin-off will proceed according to applicable law, and if necessary, NextTrip will convert into a corporation prior to, or in connection with, such spin-off. Notwithstanding the rights of the Board of Managers above, neither Monaker, NextTrip, or the Board of Managers have any present intention to affect a spin-off of NextTrip. Additionally, if the board of directors of Monaker has determined to proceed with a spin-off, the number of authorized membership interests of NextTrip are automatically increased by 33%, after which time the Board of Managers are authorized to issue additional membership interests of NextTrip to managers, officers, management, employees, or consultants of NextTrip, in their sole discretion, in consideration for services rendered or to be rendered. The operating agreement may only be amended with the majority approval of the Board of Managers and the unanimous approval of the members (i.e., Monaker). Monaker does not anticipate transferring its operations to NextTrip until right before the closing of the HotPlay Share Exchange, and currently NextTrip has no assets or operations. On January 15, 2021, the Company entered into a Founding Investment and Subscription Agreement (the “ Investment Agreement Reinhart Founder Reinhart is in the business of providing a software-based TV and video distribution platform to telecom operators and digital content owners and providing services to telecom operators and digital content owners for user interaction design, as well as software development, deployment and support. In connection with our entry into the Investment Agreement, we entered into a Founding Shareholders’ Agreement with the Founder setting forth certain rules for the governance and control of Reinhart. |
Summary of Business Operation_2
Summary of Business Operations and Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Business Organization | Nature of Operations and Business Organization Monaker Group, Inc. and its subsidiaries (“Monaker”, “we”, “our”, “us”, or “Company”) is an innovative technology company that is building next generation solutions to power the travel, gaming, and cryptocurrency industries. We believe the most promising part of the business plan for our travel operations is the incorporation of Monaker’s proprietary Booking Engine and sizeable alternative lodging rental (ALR) properties into well-established marketplaces (i.e., a business-to-business (B2B) model) thereby facilitating easy access of alternative lodging rentals inventory to contracted global distributor partners. The Company’s travel operation serves three major constituents: (1) property managers, (2) travelers, and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise. The Company’s planned gaming and cryptocurrency operations are expected to provide fully regulated and licensed (through the Thai Securities and Exchange Commission) digital asset financing, and investment services for digital assets. This innovative business model opens the door for new digital currency financing mechanisms and new digital investment products. Monaker has plans to use this innovative technology and digital asset capabilities to create regulated cryptocurrencies designed to allow consumers to invest in unique revenue streams in wholesale travel, real estate homes and hotels, gaming assets and digital advertising – as well as potential token and loyalty program opportunities complementary to Monaker’s planned gaming (in connection with the acquisition of HotPlay Enterprise Limited, assuming such acquisition is completed, as discussed below) and current travel businesses. |
Interim Financial Statements | Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ US GAAP SEC The results of operations for the nine months ended November 30, 2020, are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, 2021. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned 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 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, the valuation of stock options, and deferred income taxes. |
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 at November 30, 2020 and February 29, 2020. |
Website Development Costs | Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (ASC) 350-50 “ Website Development Costs |
Software Development Costs | Software Development Costs The Company capitalizes internal software development costs after establishing technological feasibility of a software application in accordance with guidelines established by “ ASC 985-20-25 |
Business Combination | Business Combination The acquisition of Longroot, Inc. was accounted for using 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. |
Impairment of Intangible Assets | Impairment of Intangible Assets In accordance with ASC 350-30-65 “ Goodwill and Other Intangible Assets 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. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense of $248,980 and $220,353 during the nine months ended November 30, 2020 and 2019, respectively. |
Convertible Debt Instruments | Convertible Debt Instruments The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the Financial Accounting Standards Board (FASB) Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform with the current period presentation. The reclassification has no impact on the total assets, total liabilities, stockholders’ equity, and net loss for the period. |
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. |
Revenue Recognition | Revenue Recognition We recognize revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues). We generate our revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. We also generate revenue from commissions on bookings and sales of ancillary products and services. Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). |
Cost of Revenue | Cost of Revenue Cost of revenue consists of cost of the tours and activities, commissions and merchant fees charged by credit card processors. |
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. |
Warrant Modifications | Warrant Modifications 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 shall be measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of this Topic 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. Financial instruments consist principally of cash, accounts receivable, prepaid expenses, notes receivable, 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. |
Going Concern | Going Concern As of November 30, 2020, and February 29, 2020, the Company had an accumulated deficit of $122,955,764 and $115,852,897, respectively. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. We have very limited financial resources. We currently have a monthly cash requirement of approximately $525,000. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships and increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support current operations. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully implemented and begin to offset our operating costs. We anticipate obtaining a portion of such funds from HotPlay (defined below), pursuant to the terms of HotPlay Exchange Agreement (defined below), and in the event the HotPlay Exchange Agreement closes. Our failure to close the HotPlay Share Exchange or obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity. As of November 30, 2020, we had $12,721,330 of current liabilities. We currently do not have the 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. On July 23, 2020, we entered into (a) a Share Exchange Agreement with HotPlay Enterprise Limited (“ HotPlay HotPlay Exchange Agreement HotPlay Stockholders HotPlay Share Exchange Axion Axion Stockholders Axion Exchange Agreement Exchange Agreements Axion Creditors Axion Share Exchange Share Exchanges Pursuant to the HotPlay Exchange Agreement, the HotPlay Stockholders have agreed to exchange 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company following the closing of the transactions contemplated therein) in consideration for 67.87% of the Company’s post-closing capitalization (defined below) (the “ HotPlay percentage HotPlay shares post-closing capitalization Closing Pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, (a) the Axion Stockholders (including Cern One Limited (“ Cern One Series B Preferred Stock Axion percentage Axion Debt Series C Preferred Stock Creditor Warrants Axion Preferred Conversion Also, on November 16, 2020, the Company acquired 100% of Longroot, Inc., a Delaware corporation (“ Longroot Longroot Cayman Longroot Thailand The acquisition was made pursuant to the November 2, 2020 Stock Purchase Agreement (the “ SPA Morton Remaining Cash Payments A total of 22.9% of Longroot Cayman is owned by True Axion Interactive Ltd., of which Axion holds a 60% interest. Monaker currently owns approximately 33.85% of Axion’s shares. Longroot Thailand is an Initial Coin Offering (ICO) portal operator authorized and regulated under Thai Digital Asset Business Law and licensed by the Thai Securities and Exchange Commission. Longroot Thailand provides fully regulated and licensed digital assets financing, and investment services for digital assets. Monaker, as a majority stakeholder in Longroot Thailand, is planning to use the technology and digital asset capabilities to create cryptocurrencies regulated under Thai law, designed to allow consumers to invest in unique revenue streams in wholesale travel, real estate homes and hotels, gaming assets and digital advertising – as well as potential token and loyalty program opportunities complementary to Monaker’s gaming and travel businesses. Our current plan is to close the transactions contemplated by the HotPlay Share Exchange. We currently operate in the travel and cryptocurrency industries. Upon the completion of the HotPlay Exchange Agreement, the Company plans to transition its operations to those of a travel, cryptocurrency, and an in-game advertising company. During the period until the Closing of the HotPlay Exchange Agreement, and in the event the HotPlay Exchange Agreement is not consummated, the Company intends to continue to actively operate in the travel and cryptocurrency industries. Management’s plans with regard to this going concern are as follows: the Company plans to work towards closing the HotPlay share exchange, which is subject to certain closing conditions and other requirements, will continue to raise funds with third parties by way of public or private offerings (similar to the December 2020 underwritten offering discussed below under “Note 10 - Subsequent Events”) and seek to obtain advances from HotPlay pursuant to the HotPlay Convertible Notes, discussed below under “Note 5 – Line of Credit and Notes Payable — HotPlay Convertible Notes” the Company is working aggressively to increase the viewership of its products by promoting it across other mediums which the Company hopes will result in higher revenues. 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. Although we currently cannot predict the full impact of the COVID-19 pandemic on our fourth quarter fiscal 2021 financial results relating to our operations, or for the year ended February 28, 2021, we anticipate a significant decrease in year-over-year revenue (similar to the decrease in quarter-over-quarter revenue we experienced during the quarters ended May 31, 2020, August 31, 2020 and November 30, 2020), which decreases we currently expect to continue into fiscal 2022 and possibly beyond. However, the ultimate extent of the COVID-19 pandemic and its impact on global travel and overall economic activity is unknown and impossible to predict currently. Separately, our capital requirements may increase in the near term and long-term due to the impact of the COVID-19 pandemic, the resulting reduced demand for travel services, the increases in cancellations and re-bookings, and the extent to which such pandemic may further impact the ability of our customers to fulfill their payment obligations. |
Practical Expedients and Exemptions | Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations since its contracts generally have an original expected term of one year or less and the Company recognizes revenues at the amount to which it has the right to invoice for services performed. The Company applies a practical expedient, as permitted within ASC 340, to expense as incurred the incremental costs to obtain a contract when the amortization period of the asset that would have otherwise been recognized is one year or less. |
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. |
Recent Accounting Pronouncements | Recent Accounting Policies Adopted Leases. The key difference between the previous guidance and the Update is the recognition of a right-to-use asset and lease liability on the statement of financial position for those leases previously classified as operating leases under the old guidance. Implementation of the Update will primarily impact the statement of financial position. It does not include provisions that would significantly impact the statements of operations or cash flows. The Company’s leases are classified as operating leases. Therefore, the operating right-to-use asset and operating lease liability were recorded on the balance sheet. There is no impact to retained earnings upon adoption. Our monthly rent payment is recorded as an expense on the straight-line basis on the statement of operations. Measurement of Credit Losses on Financial Instruments Recent Accounting Pronouncements Not Yet Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We will adopt the new standard effective March 1, 2021 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. In January 2020, the FASB issued Accounting Standards Update No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) (ASU 2020-01), which clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We are currently evaluating the impact of the new guidance. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Nov. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock purchase warrants and changes in warrants outstanding | The following table sets forth common stock purchase warrants outstanding as of November 30, 2020 and February 29, 2020, and changes in such warrants outstanding for the nine months ended November 30, 2020: Warrants Weighted Average Exercise Outstanding, February 29, 2020 1,347,391 $ 3.32 Warrants granted 1,923,850 $ 2.00 Warrants exercised/forfeited/expired (100,320 ) $ (3.30 ) Outstanding, November 30, 2020 3,170,921 $ 2.48 Common stock issuable upon exercise of warrants 3,170,921 $ 2.48 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Nov. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of obligations under written commitments | The following schedule represents obligations under written commitments on the part of the Company that are not included in liabilities: Current Long Term For the year ended 2021 2022 Total Leases $ 20,342 $ 1,471 $ 21,813 Insurance 8,946 7,288 16,234 Other 2,025 8,100 10,125 Totals $ 31,313 $ 16,859 $ 48,172 |
Summary of Business Operation_3
Summary of Business Operations and Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 11, 2020 | Nov. 16, 2020 | Nov. 02, 2020 | Jul. 23, 2020 | Nov. 30, 2020 | Nov. 30, 2019 | Oct. 15, 2020 | Feb. 29, 2020 |
Accumulated deficit | $ (122,955,764) | $ (115,852,897) | ||||||
Amortization expense of intangible assets | 248,980 | $ 220,353 | ||||||
Current liabilities | 12,721,330 | $ 4,078,849 | ||||||
Cash requirement | $ 525,000 | |||||||
Longroot Cayman [Member] | Longroot Thailand [Member] | ||||||||
Percentage of outstanding shares owned | 49.00% | |||||||
Percentage of ordinary shares owned | 100.00% | |||||||
Percentage of voting shares owned | 90.00% | |||||||
Longroot [Member] | Longroot Cayman[Member] | ||||||||
Ownership percentage | 57.00% | |||||||
Longroot, Inc [Member] | ||||||||
Percentage of ownership acquired | 100.00% | |||||||
True Axion Interactive Ltd [Member] | ||||||||
Ownership percentage | 22.90% | |||||||
True Axion Ltd [Member] | ||||||||
Ownership percentage | 60.00% | |||||||
Website Development Costs [Member] | ||||||||
Estimated useful life | 3 years | |||||||
Axion Exchange Agreement [Member] | ||||||||
Percentage of control for vesting of warrants | 51.00% | |||||||
Post-closing capitalization (percent) | 14.68% | |||||||
Debt conversion, amount converted | $ 7,657,024 | $ 7,657,024 | ||||||
Warrant exercise price | $ 2 | |||||||
Debt conversion, warrants issued | 1,914,250 | |||||||
Ownership percentage | 33.85% | |||||||
Axion Exchange Agreement [Member] | Series B Preferred Stock [Member] | ||||||||
Conversion of shares | 10,000,000 | |||||||
Axion Exchange Agreement [Member] | Series C Preferred Stock [Member] | ||||||||
Debt conversion, shares issued | 3,828,500 | |||||||
Axion Exchange Agreement [Member] | Series B Preferred Stock [Member] | ||||||||
Number of shares issued (in shares) | 10,000,000 | |||||||
Hot Play Exchange Agreement [Member] | ||||||||
Percentage of shares exchanged | 100.00% | |||||||
Post-closing capitalization (percent) | 67.87% | |||||||
Percentage of shares used to calculate post-closing capitalization | 17.45% | |||||||
Stock Purchase Agreement [Member] | Longroot, Inc [Member] | ||||||||
Consideration in cash | $ 1,700,000 | |||||||
Number of restricted shares issued | 200,000 | |||||||
Non-refundable deposit | $ 100,000 | $ 100,000 | ||||||
Amount paid at closing | 70,000 | |||||||
Advanced amount | 400,000 | |||||||
Consideration for acquisition | 2,200,000 | |||||||
Payable for acquisition | 900,000 | |||||||
Payable for acquisition installments | $ 300,000 | |||||||
Additional payment for acquisition | $ 150,000 |
Notes Receivable and Other Re_2
Notes Receivable and Other Receivable (Details Narrative) | Nov. 16, 2020USD ($)shares | Jul. 23, 2020USD ($) | Mar. 12, 2019USD ($)$ / shares | Feb. 28, 2019USD ($) | Jul. 02, 2018USD ($)$ / sharesshares | May 31, 2018 | Feb. 20, 2018USD ($)$ / sharesshares | Nov. 21, 2017USD ($)$ / sharesshares | May 16, 2017USD ($) | Nov. 30, 2020USD ($)$ / sharesshares | Nov. 30, 2019USD ($) | Nov. 30, 2020USD ($)$ / sharesshares | Nov. 30, 2019USD ($) | Apr. 14, 2020USD ($) | Feb. 29, 2020USD ($) | Jan. 13, 2020USD ($)shares | Nov. 30, 2018USD ($)$ / sharesshares | Oct. 19, 2018USD ($) | Oct. 10, 2018USD ($) | Nov. 30, 2017USD ($)Number$ / shares |
Interest expense | $ 98,650 | $ 41,201 | $ 284,602 | $ 107,715 | ||||||||||||||||
Value of shares issued under acquisitions | 428,000 | 428,000 | ||||||||||||||||||
Other receivable | 7,657,024 | 7,657,024 | ||||||||||||||||||
Launch360 Media, Inc. [Member] | ||||||||||||||||||||
Ownership interest | 10.00% | |||||||||||||||||||
Voyages North America, LLC [Member] | ||||||||||||||||||||
Ownership interest | 71.50% | |||||||||||||||||||
Number of hours of destination and promotional videos | Number | 16,000 | |||||||||||||||||||
Purchase Agreement [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||
Share price (in dollar per shares) | $ / shares | $ 6.25 | |||||||||||||||||||
Purchase Agreement [Member] | Restricted Common Stock [Member] | A-Tech LLC [Member] | ||||||||||||||||||||
Number of shares issued under acquisitions | shares | 66,632 | 240,000 | ||||||||||||||||||
Number of shares canceled for each residence not completed | shares | 12,000 | |||||||||||||||||||
Value of shares canceled for each residence not completed | $ 75,000 | |||||||||||||||||||
Value of shares issued under acquisitions | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||
Acquisition share price (in dollar per shares) | $ / shares | $ 4.80 | |||||||||||||||||||
Additional amount of shares issued under land acquisition | $ 319,834 | |||||||||||||||||||
Assignment and Novation Agreement [Member] | Name Your Fee, LLC [Member] | ||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1 | |||||||||||||||||||
Outstanding principal balance | 0 | 0 | $ 0 | $ 750,000 | ||||||||||||||||
Allowance for bad debt | $ 750,000 | $ 750,000 | ||||||||||||||||||
Axion Exchange Agreement [Member] | ||||||||||||||||||||
Amount of debt exchanged | $ 7,657,024 | $ 7,657,024 | ||||||||||||||||||
Debt conversion, warrants issued | shares | 1,914,250 | |||||||||||||||||||
Percentage of control for vesting of warrants | 51.00% | |||||||||||||||||||
Axion Exchange Agreement [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Debt conversion, shares issued | shares | 3,828,500 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Number of shares issued under acquisitions | shares | 200,000 | 200,000 | ||||||||||||||||||
Value of shares issued under acquisitions | $ 2 | $ 2 | ||||||||||||||||||
Bettwork Industries, Inc. [Member] | Common Stock [Member] | ||||||||||||||||||||
Conversion of common stock | shares | 750,000 | |||||||||||||||||||
Share price (in dollar per shares) | $ / shares | $ 0.70 | |||||||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note - Right to Own [Member] | ||||||||||||||||||||
Conversion of common stock | shares | 1,000,000 | |||||||||||||||||||
Amended note receivable face amount | $ 230,000 | |||||||||||||||||||
Notes receivable face amount | $ 200,000 | |||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.75 | $ 1 | ||||||||||||||||||
Outstanding principal balance | 0 | 0 | 0 | $ 1,600,000 | ||||||||||||||||
Promissory note repurchased, number of shares | shares | 2,133,333 | 2,133,333 | ||||||||||||||||||
Deferred gain | 1,600,000 | 1,600,000 | ||||||||||||||||||
Amount received from related party | 40,000 | |||||||||||||||||||
Default rate | 18.00% | |||||||||||||||||||
Beneficial ownership percentage | 9.99% | |||||||||||||||||||
Bettwork Industries, Inc. [Member] | First Amendment to Amended Promissory Note [Member] | ||||||||||||||||||||
Notes receivable face amount | $ 40,000 | |||||||||||||||||||
Interest expense | $ 9,255 | |||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||
Ownership interest | 18.00% | |||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||||
Outstanding principal balance | $ 190,000 | |||||||||||||||||||
Beneficial ownership percentage | 19.99% | |||||||||||||||||||
Extended maturity date | Aug. 31, 2019 | |||||||||||||||||||
Notice period before prepayment | 10 days | |||||||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||||||||
Notes receivable face amount | $ 2,900,000 | |||||||||||||||||||
Outstanding principal balance | $ 190,000 | $ 190,000 | 190,000 | |||||||||||||||||
Promissory note repurchased provisory | 3,866,667 | |||||||||||||||||||
Deferred gain | $ 1,600,000 | |||||||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | General and Administrative Expense [Member] | ||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.75 | $ 0.75 | ||||||||||||||||||
Allowance for bad debt | $ 190,000 | $ 190,000 | 190,000 | |||||||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||||||||
Notes receivable face amount | $ 2,900,000 | $ 2,900,000 | ||||||||||||||||||
Interest rate | 6.00% | 6.00% | ||||||||||||||||||
Variable Interest rate spread | 3.75% | 3.75% | ||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1 | $ 1 | ||||||||||||||||||
Outstanding principal balance | $ 0 | $ 0 | 0 | |||||||||||||||||
Allowance for bad debt | 2,900,000 | 2,900,000 | ||||||||||||||||||
Crystal Falls Investments LLC [Member] | Secured Convertible Promissory Note - Right to Own [Member] | ||||||||||||||||||||
Amended note receivable face amount | $ 37,500 | |||||||||||||||||||
Notes receivable face amount | $ 37,500 | |||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||
Default rate | 18.00% | |||||||||||||||||||
Crystal Falls Investments LLC [Member] | Promissory Note [Member] | ||||||||||||||||||||
Notes receivable face amount | $ 37,500 | |||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||
Outstanding principal balance | $ 37,500 | $ 37,500 | $ 37,500 | |||||||||||||||||
Default rate | 18.00% | |||||||||||||||||||
Number of shares securing note | shares | 2,000,000 | |||||||||||||||||||
Crystal Falls Investments [Member] | Name Your Fee, LLC [Member] | ||||||||||||||||||||
Notes receivable face amount | $ 750,000 | |||||||||||||||||||
Ownership interest | 51.00% | |||||||||||||||||||
Net earnings to repay promissory note | 20.00% |
Investment in Unconsolidated _2
Investment in Unconsolidated Affiliates (Details Narrative) - USD ($) | Feb. 29, 2020 | Aug. 22, 2019 | Apr. 10, 2019 | Jan. 15, 2019 | Nov. 30, 2018 | Jul. 02, 2018 | Dec. 22, 2017 | Feb. 29, 2020 | Mar. 31, 2019 | Nov. 30, 2016 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 29, 2018 | Apr. 23, 2019 | Apr. 16, 2019 |
Number of shares issued, value | $ 1,820,000 | $ 1,785,930 | |||||||||||||||
Common stock, outstanding | 13,069,339 | 13,069,339 | 14,811,089 | 14,811,089 | |||||||||||||
Common stock, issued | 13,069,339 | 13,069,339 | 14,811,089 | 14,811,089 | |||||||||||||
Settlement Agreement [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | |||||||||||||||||
Number of shares issued | 20,000 | ||||||||||||||||
Settlement amount | $ 100,000 | ||||||||||||||||
Conversion price (in dollars per share) | $ 0.05 | ||||||||||||||||
Settlement Agreement [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") [Member] | Restricted Common Stock [Member] | |||||||||||||||||
Number of shares issued | 49,411 | ||||||||||||||||
Conversion of shares | 44,470,101 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Number of shares issued, value | |||||||||||||||||
Preferred stock, outstanding | 0 | 0 | 0 | 0 | |||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||
Investment owned, balance, shares | 152,029,899 | ||||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Minimum [Member] | |||||||||||||||||
Common stock, outstanding | 1,500,000,000 | ||||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Maximum [Member] | |||||||||||||||||
Common stock, outstanding | 7,500,000,000 | ||||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Investment owned, balance, shares | 16,345,101 | 16,345,101 | 16,345,101 | 16,345,101 | |||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series A Preferred Stock [Member] | Inducement Agreement [Member] | |||||||||||||||||
Investment owned, balance, shares | 152,029,899 | ||||||||||||||||
Number of shares issued, value | $ 2,200,000 | ||||||||||||||||
Investment owned (in dollars per shares) | $ 0.015 | ||||||||||||||||
Percentage of ownership limitation | 9.99% | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Number of shares issued | 1,000,000 | 1,000,500 | |||||||||||||||
Number of shares issued, value | $ 10 | $ 10 | |||||||||||||||
Common Stock [Member] | Bettwork Industries, Inc. [Member] | |||||||||||||||||
Investment owned, balance, shares | 6,142,856 | 7,000,000 | 6,142,856 | 1,167,143 | 1,167,143 | ||||||||||||
Number of shares issued | 1,535,714 | 428,572 | |||||||||||||||
Number of shares issued, value | $ 368,571 | $ 857,144 | |||||||||||||||
Revaluation of shares amount | $ 300,000 | ||||||||||||||||
Conversion of shares | 5,250,000 | ||||||||||||||||
Conversion price (in dollars per share) | $ 0.25 | $ 0.75 | $ 0.25 | $ 0.06 | $ 0.06 | ||||||||||||
Fair value | $ 6,081,427 | $ 5,250,000 | $ 6,081,427 | $ 1,167,143 | $ 1,167,143 | ||||||||||||
Accumulated fair value loss | 6,081,427 | 614,286 | |||||||||||||||
Share price (in dollars per share) | $ 0.70 | ||||||||||||||||
Held in trust account | $ 600,000 | ||||||||||||||||
Additional options available | 1,000,000 | ||||||||||||||||
Aggregate purchase price of options exerciseable | 700,000 | ||||||||||||||||
Common Stock [Member] | Monaco Trust [Member] | |||||||||||||||||
Number of shares issued, value | $ 412,247 | ||||||||||||||||
Accumulated fair value loss | 21,429 | ||||||||||||||||
Common Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||
Investment owned, balance, shares | 75,000 | ||||||||||||||||
Number of shares issued | 2,200 | ||||||||||||||||
Number of shares issued, value | $ 979,954 | $ 54,888 | |||||||||||||||
Conversion price (in dollars per share) | $ 0.016 | $ 0.016 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||
Fair value | $ 835,281 | $ 835,281 | |||||||||||||||
Common stock, outstanding | 61,247,139 | 61,247,139 | 54,887,546 | 54,887,546 | |||||||||||||
Common Stock [Member] | Recruiter.com Group [Member] | |||||||||||||||||
Number of shares issued | 124,710 | ||||||||||||||||
Number of shares issued, value | $ 205,772 | ||||||||||||||||
Conversion price (in dollars per share) | $ 1.65 | $ 1.65 | |||||||||||||||
Fair value | $ 107,592 | $ 107,592 | |||||||||||||||
Company sold share | 14,563 | ||||||||||||||||
Received gross proceeds | $ 26,329 | ||||||||||||||||
Common Stock [Member] | Recruiter.com Group [Member] | |||||||||||||||||
Number of shares issued | 139,273 | 11,141,810 | 11,141,810 | ||||||||||||||
Number of shares issued, value | $ 313,363 | $ 139,273 | $ 2,200 | ||||||||||||||
Conversion price (in dollars per share) | $ 2.25 | $ 2.25 | |||||||||||||||
Fair value | $ 160,164 | $ 160,164 | |||||||||||||||
Accumulated fair value loss | $ 160,164 | ||||||||||||||||
Share price (in dollars per share) | $ 2.70 | ||||||||||||||||
Preferred Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||
Conversion price (in dollars per share) | $ 0.000001 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details Narrative) - USD ($) | Dec. 11, 2020 | Nov. 16, 2020 | Nov. 02, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Nov. 30, 2020 | Aug. 31, 2020 | Oct. 15, 2020 |
Investment in affiliate | $ 9,272,121 | |||||||
Longroot [Member] | Longroot Cayman[Member] | ||||||||
Ownership percentage | 57.00% | |||||||
Longroot Cayman [Member] | Longroot Thailand [Member] | ||||||||
Percentage of outstanding shares owned | 49.00% | |||||||
Percentage of ordinary shares owned | 100.00% | |||||||
Percentage of voting shares owned | 90.00% | |||||||
Longroot, Inc [Member] | ||||||||
Percentage of ownership acquired | 100.00% | |||||||
Total consideration to selling shareholder | $ 2,528,000 | |||||||
Fair value of net assets acquired | 233,357 | |||||||
Intangible asset (including license) | $ 2,294,643 | |||||||
Axion Exchange Agreement [Member] | ||||||||
Ownership percentage | 33.85% | |||||||
Post-closing capitalization (percent) | 14.68% | |||||||
Debt conversion, warrants issued | 1,914,250 | |||||||
Warrant exercise price | $ 2 | |||||||
Percentage of control for vesting of warrants | 51.00% | |||||||
Principal amount | $ 7,657,024 | |||||||
Axion Exchange Agreement [Member] | Series B Preferred Stock [Member] | ||||||||
Conversion of shares | 10,000,000 | |||||||
Axion Exchange Agreement [Member] | Series C Preferred Stock [Member] | ||||||||
Debt conversion, shares issued | 3,828,500 | |||||||
Stock Purchase Agreement [Member] | Longroot, Inc [Member] | ||||||||
Consideration in cash | $ 1,700,000 | |||||||
Number of restricted shares issued | 200,000 | |||||||
Non-refundable deposit | $ 100,000 | $ 100,000 | ||||||
Advanced amount | 400,000 | |||||||
Payable for acquisition | 900,000 | |||||||
Payable for acquisition installments | $ 300,000 | |||||||
Additional payment for acquisition | $ 150,000 | |||||||
Interest rate | 7.00% | |||||||
Share price (in dollar per shares) | $ 3 | |||||||
Acquisition amount paid in cash | $ 700,000 | |||||||
Total acquisition amount | $ 2,200,000 | |||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | FPO [Member] | ||||||||
Gross proceeds | $ 40,646 | $ 46,670 | ||||||
Number of shares issued | 2,991,929 | 3,367,664 | 0 | 0 |
Line of Credit and Notes Paya_2
Line of Credit and Notes Payable (Details Narrative) | Nov. 23, 2020USD ($) | Nov. 04, 2020USD ($) | Oct. 06, 2020USD ($) | Aug. 14, 2020USD ($) | May 08, 2020USD ($) | May 07, 2020 | Apr. 03, 2020USD ($)Number | Jun. 15, 2016USD ($) | Jul. 30, 2020USD ($) | Nov. 30, 2020USD ($)$ / shares | Nov. 30, 2019USD ($) | Nov. 02, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 18, 2020USD ($) | Sep. 02, 2020USD ($) | Aug. 31, 2020USD ($) | Dec. 22, 2016USD ($) |
Accrued interest | $ 0 | $ 0 | |||||||||||||||
Line of credit outstanding | 1,192,716 | ||||||||||||||||
Line of credit interest rate | 52,595 | $ 107,715 | |||||||||||||||
National Bank [Member] | New Promissory Note [Member] | |||||||||||||||||
Debt maturity terms | Extended the due date of the prior note from June 30, 2020 to December 31, 2020. | ||||||||||||||||
Interest rate terms | Prime plus 3% | ||||||||||||||||
Interest rate | 6.25% | ||||||||||||||||
Prior interest rate terms | New Note accrue interest at the rate of prime plus 3% (which rate is currently 6.25%)(the interest rate of the prior note was prime plus 1%), subject to a floor of 4.5%. | ||||||||||||||||
Commercial Bank [Member] | |||||||||||||||||
Accrued interest | 561 | ||||||||||||||||
Debt instrument maturity terms | 2 years | ||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||
Principal amount | $ 176,534 | ||||||||||||||||
Debt instrument issuance date | May 8, 2020 | ||||||||||||||||
Maturity date | May 8, 2022 | ||||||||||||||||
Loan forgiveness | $ 176,534 | ||||||||||||||||
Note Purchase Agreement [Member] | Iliad Research and Trading, L.P. [Member] | Secured Promissory Note (Iliad Note) [Member] | |||||||||||||||||
Accrued interest | 45,283 | ||||||||||||||||
Debt instrument maturity terms | 12 months | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Line of credit outstanding | $ 1,200,000 | ||||||||||||||||
Principal amount | 895,000 | $ 147,174 | |||||||||||||||
Proceeds from debt | 800,000 | ||||||||||||||||
Debt issue discount | 80,000 | ||||||||||||||||
Transaction expenses | $ 15,000 | ||||||||||||||||
Description of conversion feature | Redeem a portion of the Iliad Note, not to exceed an amount of $200,000 per month. | ||||||||||||||||
Redemption within trading days | Number | 3 | ||||||||||||||||
Maturity date | Apr. 3, 2021 | ||||||||||||||||
Redemption percentage increased | 2.00% | ||||||||||||||||
Percentage increases upon occurrence | 30.00% | ||||||||||||||||
Percentage increases by upon occurrence | 10.00% | ||||||||||||||||
Description of failure pay amount | the outstanding balance of the Iliad Note automatically increases by 15%, and for each other default, the outstanding balance of the Iliad Note automatically increases 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 Iliad Note immediately prior to the first event of default. | ||||||||||||||||
Description of ollateral | the Company are secured by substantially all of the assets of the Company, subject to the priority lien and security interest of National Bank | ||||||||||||||||
Repayment of debt | $ 347,826 | ||||||||||||||||
Payment of redemption notices | $ 200,000 | $ 200,000 | |||||||||||||||
Decrease in principal amount | $ 400,000 | $ 400,000 | |||||||||||||||
Note Purchase Agreement [Member] | Streeterville Capital, LLC [Member] | Promissory Note [Member] | |||||||||||||||||
Debt maturity terms | 12 months | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Principal amount | $ 5,520,000 | ||||||||||||||||
Percentage increases upon occurrence | 30.00% | ||||||||||||||||
Percentage increases by upon occurrence | 2.00% | ||||||||||||||||
Description of failure pay amount | 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 Streeterville Note | ||||||||||||||||
Initial cash purchase price for note | $ 3,500,000 | ||||||||||||||||
Advisory fees | 245,000 | ||||||||||||||||
Net proceeds from note | $ 3,255,000 | ||||||||||||||||
Percentage of prepayment penalty | 10.00% | ||||||||||||||||
Pay percentage of gross proceeds | 20.00% | ||||||||||||||||
Note Purchase Agreement [Member] | Streeterville Capital, LLC [Member] | Investor Note [Member] | |||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Principal amount | $ 1,500,000 | ||||||||||||||||
Revolving Line Of Credit Agreement [Member] | Republic Bank, Inc. [Member] | Line of Credit [Member] | |||||||||||||||||
Debt maturity date | Jun. 15, 2017 | ||||||||||||||||
Borrowing capacity | $ 1,000,000 | $ 1,200,000 | |||||||||||||||
Basis spread on line of credit | 1.00% | ||||||||||||||||
HotPlay Exchange Agreement [Member] | Common Stock [Member] | |||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 2 | ||||||||||||||||
Percentage of accured interest | 18.00% | ||||||||||||||||
HotPlay Exchange Agreement [Member] | Convertible Notes [Member] | |||||||||||||||||
Advanced amount | $ 100,000 | $ 400,000 | $ 1,000,000 | $ 700,000 | $ 300,000 | $ 1,000,000 | |||||||||||
Total convertible notes | $ 2,500,000 |
Related Party Promissory Note_2
Related Party Promissory Notes and Transactions (Details Narrative) - USD ($) | Nov. 16, 2020 | Nov. 06, 2020 | Jul. 20, 2020 | Jul. 07, 2020 | Jun. 10, 2020 | Jun. 09, 2020 | May 01, 2020 | Apr. 17, 2020 | Mar. 27, 2020 | Mar. 26, 2020 | Mar. 13, 2020 | Nov. 30, 2020 | Aug. 30, 2020 | Aug. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | Sep. 22, 2020 | Jul. 27, 2020 |
Accrued interest | $ 0 | $ 0 | $ 0 | |||||||||||||||
Related party borrowing | $ 175,000 | |||||||||||||||||
Longroot [Member] | Longroot Cayman[Member] | ||||||||||||||||||
Ownership percentage | 57.00% | |||||||||||||||||
Longroot Cayman [Member] | Longroot Thailand [Member] | ||||||||||||||||||
Percentage of outstanding shares owned | 49.00% | |||||||||||||||||
Percentage of ordinary shares owned | 100.00% | |||||||||||||||||
Percentage of voting shares owned | 90.00% | |||||||||||||||||
Longroot, Inc [Member] | ||||||||||||||||||
Percentage of ownership acquired | 100.00% | |||||||||||||||||
Second Amendments Director Notes [Member] | ||||||||||||||||||
Debt maturity terms | Extend the maturity date of such Director Notes from April 1, 2020 to June 1, 2020. | |||||||||||||||||
Worapin Tatun [Member] | Longroot Thailand [Member] | ||||||||||||||||||
Minority ownership percentage | 25.50% | 25.50% | ||||||||||||||||
Pongsabutra Viraseranee [Member] | Longroot Thailand [Member] | ||||||||||||||||||
Minority ownership percentage | 25.50% | 25.50% | ||||||||||||||||
Promissory Note [Member] | Pasquale LaVecchia [Member] | ||||||||||||||||||
Repayment of debt | $ 26,225 | |||||||||||||||||
Debt face amount | 25,000 | $ 25,000 | $ 25,000 | |||||||||||||||
Accrued interest | $ 6,225 | |||||||||||||||||
Debt outstanding | $ 0 | $ 0 | 0 | |||||||||||||||
Promissory Note [Member] | Robert J. Mendola, Jr. [Member] | ||||||||||||||||||
Repayment of debt | $ 157,595 | |||||||||||||||||
Debt face amount | 150,000 | 150,000 | 150,000 | |||||||||||||||
Accrued interest | $ 7,595 | |||||||||||||||||
Debt outstanding | $ 0 | $ 0 | 0 | |||||||||||||||
Promissory Note [Member] | Mr. Donald P. Monaco [Member] | ||||||||||||||||||
Debt face amount | 2,700,000 | 2,700,000 | ||||||||||||||||
Revolving Monaco Trust Note [Member] | Monaco Trust [Member] | ||||||||||||||||||
Debt face amount | $ 142,408 | $ 50,000 | ||||||||||||||||
Accrued interest | $ 57,592 | $ 49,784 | ||||||||||||||||
Related party borrowing | $ 765,000 | $ 50,000 | $ 250,000 | $ 50,000 | $ 300,000 | $ 75,000 | $ 100,000 | |||||||||||
Debt outstanding | 2,797,592 | 2,797,592 | ||||||||||||||||
Debt instrument unused | $ 2,408 | 2,408 | ||||||||||||||||
Revolving Monaco Trust Note [Member] | Monaco Trust [Member] | Second Amendments Director Notes [Member] | ||||||||||||||||||
Debt maturity terms | Extend the due date of the Revolving Monaco Trust Note from April 1, 2020 to December 1, 2020 | |||||||||||||||||
Revolving Monaco Trust Note [Member] | Monaco Trust [Member] | Third Amendments Director Notes [Member] | ||||||||||||||||||
Debt maturity terms | Extend the maturity date of such Revolving Monaco Trust Note to February 28, 2021. | |||||||||||||||||
Revolving Monaco Trust Note [Member] | Monaco Trust [Member] | Fourth Amendments Director Notes [Member] | ||||||||||||||||||
Debt outstanding | $ 2,800,000 | |||||||||||||||||
Revolving Trust Note [Member] | ||||||||||||||||||
Debt outstanding | $ 2,797,592 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrant [Member] | 9 Months Ended |
Nov. 30, 2020$ / sharesshares | |
Warrants, Outstanding [Roll Forward] | |
Outstanding, beginning | shares | 1,347,391 |
Warrants granted | shares | 1,923,850 |
Warrants exercised/forfeited/expired | shares | (100,320) |
Outstanding, ending | shares | 3,170,921 |
Common stock issuable upon exercise of warrants | shares | 3,170,921 |
Warrants, Weighted Average Exercise Price [Roll Forward] | |
Outstanding, beginning | $ / shares | $ 3.32 |
Warrants granted | $ / shares | 2 |
Warrants exercised/forfeited/expired | $ / shares | (3.30) |
Outstanding, ending | $ / shares | 2.48 |
Common stock issuable upon exercise of warrants | $ / shares | $ 2.48 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Nov. 19, 2020 | Nov. 16, 2020 | Nov. 06, 2020 | Oct. 09, 2020 | Aug. 10, 2020 | Jun. 27, 2020 | Jun. 22, 2020 | Jun. 09, 2020 | Apr. 23, 2020 | Mar. 09, 2020 | Mar. 02, 2020 | Jan. 29, 2018 | Jan. 10, 2018 | Jul. 31, 2017 | Sep. 08, 2020 | Apr. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2020 | Nov. 30, 2019 | Feb. 29, 2020 |
Number of shares issued, value | $ 1,820,000 | $ 1,785,930 | |||||||||||||||||||
Common stock, issued | 14,811,089 | 14,811,089 | 13,069,339 | ||||||||||||||||||
Common stock, outstanding | 14,811,089 | 14,811,089 | 13,069,339 | ||||||||||||||||||
Proceeds from warrant exercised | $ 275,087 | ||||||||||||||||||||
Preferred Stock B [Member] | |||||||||||||||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Preferred stock conversion terms | (a) 14.68%; multiplied by, the post-closing capitalization, rounded up to the nearest thousandths place, less (b) the number of shares of the Company’s common stock issuable upon conversion of the Series C Preferred Stock (defined below) and the exercise of the Creditor Warrants, divided by (ii) 10,000,000. | ||||||||||||||||||||
Preferred stock liquidation preference, per share | $ 0.9272121 | $ 0.9272121 | |||||||||||||||||||
Preferred stock liquidation preference | $ 9,272,121 | $ 9,272,121 | |||||||||||||||||||
Preferred Stock A [Member] | |||||||||||||||||||||
Preferred stock, authorized | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | ||||||||||||||||||||
Preferred stock voting rights | Entitled to one hundred (100) votes for each share of Series A Preferred Stock. | ||||||||||||||||||||
Preferred stock conversion terms | ● elect to convert all or any part of such holder’s shares of Series A Preferred Stock into common stock at a conversion rate of the lower of: a) $1.24 per share; or b) the lowest price the Company has issued stock as part of a financing after January 1, 2006; or ● convert all or part of such holder’s shares (excluding any shares issued pursuant to conversion of unpaid dividends) into debt obligations of the Company, secured by a security interest in all of the assets of the Company and its subsidiaries, at a rate of $62.50 of debt for each share of Series A Preferred Stock; or ● elect to convert all or any part of such holder’s shares of Series A Preferred Stock into shares of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (“Series C Preferred Stock”), at a conversion rate of five (5) shares of Series A Preferred Stock for every one (1) share of Series C Preferred Stock; or to allow conversion into common stock at the lowest price the Company has issued stock as part of a financing to include all financing such as new debt and equity financing and stock issuances as well as existing debt conversions into stock. | ||||||||||||||||||||
Dividends in arrears | $ 1,102,066 | $ 1,102,066 | |||||||||||||||||||
Number of shares issued, value | |||||||||||||||||||||
Preferred Stock C [Member] | |||||||||||||||||||||
Preferred stock, authorized | 3,828,500 | 3,828,500 | 3,828,500 | ||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Preferred stock liquidation preference, per share | $ 2 | $ 2 | |||||||||||||||||||
Preferred stock liquidation preference | $ 7,657,000 | $ 7,657,000 | |||||||||||||||||||
Restricted Common Stock [Member] | New Employee Agreement [Member] | |||||||||||||||||||||
Number of shares issued | 10,000 | ||||||||||||||||||||
Number of shares issued, value | $ 10,200 | ||||||||||||||||||||
Restricted Common Stock [Member] | Public And Investor Relations Agreement [Member] | |||||||||||||||||||||
Number of shares issued | 50,000 | ||||||||||||||||||||
Number of shares issued, value | $ 92,500 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 1,000,000 | 1,000,500 | |||||||||||||||||||
Number of shares issued, value | $ 10 | $ 10 | |||||||||||||||||||
Number of warrants exercised | 122,350 | ||||||||||||||||||||
Common Stock [Member] | Public Offering [Member] | |||||||||||||||||||||
Number of shares issued | 1,000,000 | ||||||||||||||||||||
Number of shares issued, value | $ 2,000,000 | ||||||||||||||||||||
Share price | $ 2 | ||||||||||||||||||||
Percentage of placement agent fees | 7.00% | ||||||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||
Number of shares issued | 724,000 | ||||||||||||||||||||
Common Stock [Member] | Warrant Purchase Agreement [Member] | |||||||||||||||||||||
Warrant exercise price (in dollars per share) | 5 | ||||||||||||||||||||
Common Stock [Member] | Stadlin Trust Common Stock and Warrant Agreement [Member] | |||||||||||||||||||||
Number of shares issued | 1,220 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5.125 | ||||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | |||||||||||||||||||||
Number of shares issued | 14,458 | 613,000 | |||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Number of warrants granted | 1,923,850 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2.48 | $ 2.48 | $ 3.32 | ||||||||||||||||||
Derivative liability | $ 26,060 | $ 26,060 | |||||||||||||||||||
Common stock, outstanding | 3,170,921 | 3,170,921 | 1,347,391 | ||||||||||||||||||
Weighted average life | 1 year 7 months 2 days | 2 years 3 months 18 days | |||||||||||||||||||
Warrant [Member] | Private Placement [Member] | |||||||||||||||||||||
Number of warrants granted | 613,000 | ||||||||||||||||||||
Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||
Preferred stock, authorized | 100,000,000 | 100,000,000 | |||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||||||||||||||||||
Restricted Common Stock [Member] | Dr. Jason Morton [Member] | |||||||||||||||||||||
Number of shares issued | 200,000 | ||||||||||||||||||||
Number of shares issued, value | $ 428,000 | ||||||||||||||||||||
Director [Member] | Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 41,250 | ||||||||||||||||||||
Number of shares issued, value | $ 58,575 | ||||||||||||||||||||
Simon Orange [Member] | Director [Member] | Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 41,250 | ||||||||||||||||||||
Number of shares issued, value | $ 79,082 | ||||||||||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | Investor Relations Services [Member] | |||||||||||||||||||||
Number of shares issued | 140,000 | ||||||||||||||||||||
Number of shares issued, value | $ 254,800 | ||||||||||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | Digital Marketing and Corporate Communications Services [Member] | |||||||||||||||||||||
Number of shares issued | 20,000 | ||||||||||||||||||||
Number of shares issued, value | $ 16,400 | ||||||||||||||||||||
Pacific Grove Capital LP (Pacific) [Member] | First Amendment To Warrant (Amendment) agreement [Member] | |||||||||||||||||||||
Number of warrants granted | 350,000 | ||||||||||||||||||||
Several Consultants [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 10,000 | 36,500 | 80,000 | ||||||||||||||||||
Number of shares issued, value | $ 24,000 | $ 68,280 | $ 178,408 | ||||||||||||||||||
Several Employees [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 60,000 | ||||||||||||||||||||
Number of shares issued, value | $ 145,200 | ||||||||||||||||||||
Several Directors [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 41,250 | ||||||||||||||||||||
Number of shares issued, value | $ 99,825 | ||||||||||||||||||||
Consultant [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||
Number of shares issued | 1,500 | ||||||||||||||||||||
Number of shares issued, value | $ 3,315 | ||||||||||||||||||||
Cern One Limited [Member] | Common Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Number of warrants granted | 1,914,250 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2 | ||||||||||||||||||||
Percentage of control for vesting of warrants | 51.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Nov. 30, 2020USD ($) |
FYE 2021 | $ 31,313 |
FYE 2022 | 16,859 |
Total | 48,172 |
Leases [Member] | |
FYE 2021 | 20,342 |
FYE 2022 | 1,471 |
Total | 21,813 |
Insurance [Member] | |
FYE 2021 | 8,946 |
FYE 2022 | 7,288 |
Total | 16,234 |
Other [Member] | |
FYE 2021 | 2,025 |
FYE 2022 | 8,100 |
Total | $ 10,125 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) | Oct. 01, 2019USD ($)ft² | Mar. 28, 2016USD ($)shares | Nov. 30, 2019USD ($) | Nov. 30, 2020USD ($)ft²shares | Aug. 31, 2020USD ($) | May 31, 2020USD ($) | Nov. 30, 2019USD ($) | Nov. 30, 2020USD ($)ft²shares | Nov. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Feb. 29, 2020USD ($)shares |
Rent expense | $ 3,643 | $ 16,855 | $ 33,628 | $ 19,447 | $ 3,789 | ||||||
Right-to-Use asset | 15,843 | $ 15,843 | $ 76,762 | ||||||||
Current operating lease liability | 16,362 | 16,362 | $ 76,762 | ||||||||
Long term operating lease liability | 0 | 0 | |||||||||
Monthly rent 2017 | 6,695 | 6,695 | |||||||||
Monthly rent 2018 | 6,896 | 6,896 | |||||||||
Monthly rent 2019 | 6,243 | 6,243 | |||||||||
Monthly rent 2020 | 6,492 | 6,492 | |||||||||
Monthly rent 2021 | 6,781 | 6,781 | |||||||||
Lease term | 1 year | ||||||||||
Operating expenses | $ 1,763,219 | $ 1,642,110 | 5,331,638 | $ 4,643,305 | |||||||
CIP IDS Project [Member] | |||||||||||
Assets recorded value | $ 5,000,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Number of preferred share issued | shares | 0 | 0 | 0 | ||||||||
Value of preferred shares issued | |||||||||||
Series D Preferred Stock [Member] | Demand For Arbitration Litigation [Member] | |||||||||||
Claim amount | $ 700,000 | ||||||||||
Name of the claimants | Acknew Investments, Inc. and Vice Regal Developments Inc. (Claimants) | ||||||||||
Series D Preferred Stock [Member] | Demand For Arbitration Litigation [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||
Number of preferred share issued | shares | 380,000 | ||||||||||
Value of preferred shares issued | $ 1,900,000 | ||||||||||
Actual value of preferred shares | 1,200,000 | ||||||||||
Balance value of preferred shares | $ 700,000 | ||||||||||
Office [Member] | Nevada | |||||||||||
Area | ft² | 4,048 | ||||||||||
Office address | 6345 South Pecos Road, Suites 206, 207, and 208, Las Vegas, Nevada 89120 | ||||||||||
Operating expenses | $ 1,100 | ||||||||||
Office [Member] | FLORIDA | |||||||||||
Area | ft² | 2,500 | 2,500 | |||||||||
Office address | 2893 Executive Park Drive Suite 201, Weston, Florida 33331 | ||||||||||
Lease term | 3 years | 3 years | |||||||||
Office [Member] | FLORIDA | |||||||||||
Area | ft² | 2,500 | 2,500 | |||||||||
Office address | 2690 Weston Road, Suite 200, Weston, Florida 33331 | ||||||||||
Lease term | 3 years | 3 years |
Business Segment Reporting (Det
Business Segment Reporting (Details Narrative) | 9 Months Ended |
Nov. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jan. 14, 2021USD ($) | Jan. 12, 2021USD ($)Number | Jan. 06, 2021USD ($)shares | Jan. 05, 2021USD ($)shares | Jan. 04, 2021USD ($)ft² | Dec. 28, 2020USD ($)$ / sharesshares | Dec. 11, 2020USD ($)$ / sharesshares | Dec. 07, 2020USD ($) | Dec. 09, 2020USD ($)$ / sharesshares | Dec. 01, 2020USD ($) | Nov. 30, 2020USD ($)ft²shares | Dec. 11, 2021 | Dec. 15, 2020USD ($) | Dec. 08, 2020USD ($) | Feb. 29, 2020shares | Nov. 30, 2019USD ($) |
Interest amount | $ 0 | $ 0 | ||||||||||||||
Number of common stock issued | shares | 14,811,089 | 13,069,339 | ||||||||||||||
Office [Member] | FLORIDA | ||||||||||||||||
Area | ft² | 2,500 | |||||||||||||||
Office address | 2893 Executive Park Drive Suite 201, Weston, Florida 33331 | |||||||||||||||
HotPlay Enterprise Limited [Member] | Formation and Funding Agreement [Member] | ||||||||||||||||
Bonuses payable | $ 500,000 | |||||||||||||||
Subsequent Event [Member] | Odysseus Solutions, LLC [Member] | ||||||||||||||||
Implementation fee | $ 31,500 | |||||||||||||||
Subsequent Event [Member] | Sunrise Sawgrass LLC [Member] | Office [Member] | FLORIDA | ||||||||||||||||
Payment for security and rent | $ 188,061 | |||||||||||||||
Area | ft² | 5,952 | |||||||||||||||
Office address | 1560 Sawgrass Corporate Parkway Suite 130, Sunrise, Florida 33323 | |||||||||||||||
Variable lease payment and term | Monthly rent under the lease increases each year during the term of the lease, from between $11,160 per month (for the first year of the lease), to $13,734 during the last year of the lease term, provided that no rent is due for the first five months of the lease term. | |||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||
Numer of warrants exercised | shares | 5,000 | 65,000 | 40,000 | |||||||||||||
Agrregate exercise price | $ 10,000 | $ 130,000 | $ 80,000 | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2 | $ 2 | $ 2 | |||||||||||||
Subsequent Event [Member] | Hot Play Exchange Agreement [Member] | ||||||||||||||||
Advanced amount | $ 50,000 | $ 100,000 | $ 350,000 | |||||||||||||
Total convertible notes | $ 3,000,000 | |||||||||||||||
Subsequent Event [Member] | Third HotPlay Amendment [Member] | ||||||||||||||||
Number of common stock issued | shares | 52,000,000 | |||||||||||||||
Subsequent Event [Member] | Formation and Funding Agreement [Member] | ||||||||||||||||
Number of business days | Number | 5 | |||||||||||||||
Additional advance amount | $ 10,000,000 | |||||||||||||||
Advanced amount | $ 5,800,000 | |||||||||||||||
Subsequent Event [Member] | JANIIS, Inc [Member] | ||||||||||||||||
Payment to exercise agreement option | $ 250,000 | |||||||||||||||
Subsequent Event [Member] | Dr. Jason Morton [Member] | ||||||||||||||||
Description of letter agreement | We agreed to accelerate the payment of an aggregate of $150,000 of the $300,000 which was payable pursuant to the terms of the SPA on or prior to April 15, 2021 (which amount was promptly paid), in consideration for Morton agreeing to withdraw a prior demand he had made for the Company to file a registration statement to register the 200,000 shares of common stock previously issue to Morton pursuant to the terms of the SPA. | |||||||||||||||
Acquisition amount paid | $ 450,000 | |||||||||||||||
Subsequent Event [Member] | Kingswood Capital Markets [Member] | Underwriting Agreement [Member] | ||||||||||||||||
Value of shares issued | $ 8,100,000 | |||||||||||||||
Underwrites cash fee percentage | 6.00% | |||||||||||||||
Percentage of non-accountable expense allowance | 1.00% | |||||||||||||||
Subsequent Event [Member] | Kingswood Capital Markets [Member] | Underwriting Agreement [Member] | Public Offering [Member] | ||||||||||||||||
Number of shares issued | shares | 3,080,000 | |||||||||||||||
Public offering price (in dollars per share) | $ / shares | $ 2.50 | |||||||||||||||
Subsequent Event [Member] | Kingswood Capital Markets [Member] | Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Number of shares issued | shares | 462,000 | |||||||||||||||
Subsequent Event [Member] | Longroot Cayman [Member] | ||||||||||||||||
Number of additional shares purchase | shares | 100 | |||||||||||||||
Value of additional shares purchase | $ 1,000,000 | |||||||||||||||
Subsequent Event [Member] | Longroot Cayman [Member] | Longroot [Member] | ||||||||||||||||
Ownership percentage | 75.00% | |||||||||||||||
Subsequent Event [Member] | Longroot Thailand [Member] | Longroot [Member] | ||||||||||||||||
Ownership percentage | 36.75% | |||||||||||||||
Subsequent Event [Member] | Longroot Thailand [Member] | Longroot Cayman[Member] | ||||||||||||||||
Ownership percentage | 49.00% | |||||||||||||||
Subsequent Event [Member] | HotPlay Enterprise Limited [Member] | Formation and Funding Agreement [Member] | ||||||||||||||||
Ownership percentage | 100.00% | |||||||||||||||
Initial advance | $ 5,800,000 | |||||||||||||||
Additional advance | 10,000,000 | |||||||||||||||
Subsequent Event [Member] | Revolving Monaco Trust Note [Member] | ||||||||||||||||
Principal amount | $ 2,049,523 | $ 748,069 | ||||||||||||||
Interest amount | 20,888 | 51,931 | ||||||||||||||
Payment of related party debt | $ 2,070,411 | 800,000 | ||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | Iliad Research and Trading, L.P. [Member] | ||||||||||||||||
Principal amount | 147,174 | |||||||||||||||
Interest amount | 45,337 | |||||||||||||||
Payment of related party debt | 192,511 | |||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | Streeterville Capital, LLC [Member] | ||||||||||||||||
Payment of note | $ 231,000 | $ 1,540,000 | ||||||||||||||
Percentage of penalty paid | 10.00% | |||||||||||||||
Subsequent Event [Member] | Line of Credit [Member] | ||||||||||||||||
Principal amount | 1,192,716 | |||||||||||||||
Interest amount | 3,313 | |||||||||||||||
Payment of line of credit | $ 1,196,030 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative 1) - USD ($) | Jan. 12, 2021 | Jan. 06, 2021 | Jan. 15, 2021 | Dec. 01, 2020 | Nov. 30, 2020 | Nov. 30, 2019 |
Interest amount | $ 0 | $ 0 | ||||
Subsequent Event [Member] | Reinhart [Member] | Investment Agreement [Member] | ||||||
Ownership percentage | 51.00% | |||||
Subsequent Event [Member] | Line of Credit [Member] | ||||||
Principal amount | $ 1,192,716 | |||||
Interest amount | $ 3,313 | |||||
Subsequent Event [Member] | Third HotPlay Amendment [Member] | ||||||
Ownership percentage for funding requirement | 50.00% | |||||
Approved budget percentage for funding requirement | 130.00% | |||||
Subsequent Event [Member] | Third HotPlay Amendment [Member] | Series B Preferred Stock [Member] | ||||||
Number of shares issuable upon conversion | 7,417,700 | |||||
Subsequent Event [Member] | Formation and Funding Agreement [Member] | Restricted Common Stock [Member] | ||||||
Number of shares issued | 1,968,000 |
Subsequent Events (Details Na_3
Subsequent Events (Details Narrative 2) - Jan. 15, 2021 - Subsequent Event [Member] - Reinhart [Member] - Investment Agreement [Member] | USD ($) | CHF (SFr) |
USD [Member] | ||
Consideration for acquisition | $ 11,200,000 | |
Consideration in cash | 5,600,000 | |
Consideration in restricted shares | 5,600,000 | |
Legal fees to be reimbursed | 33,670 | |
Break-up fee | $ 560,000 | |
CHF [Member] | ||
Consideration for acquisition | SFr | SFr 10,000,000 | |
Legal fees to be reimbursed | SFr | 30,000 | |
Break-up fee | SFr | SFr 500,000 |