Cover
Cover - USD ($) | 12 Months Ended | ||
Feb. 28, 2021 | Jun. 07, 2021 | Aug. 31, 2020 | |
Document and Entity Information | |||
Entity Registrant Name | Monaker Group, Inc. | ||
Entity Central Index Key | 0001372183 | ||
Document Type | 10-K | ||
Entity File Number | 001-38402 | ||
Document Period End Date | Feb. 28, 2021 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --02-28 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Filer Category | Non-accelerated Filer | ||
Emerging Growth Company | false | ||
Entity a Small Business | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 25,275,435 | ||
Entity share price | $ 2.67 | ||
Entity Common Stock, Shares Outstanding | 23,454,203 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Feb. 28, 2021 | Feb. 29, 2020 |
Current Assets | ||
Cash | $ 2,640,988 | $ 162,506 |
Prepaid expenses and other current assets | 1,864,279 | 334,995 |
Investment in unconsolidated affiliates - short-term | 264,884 | 979,954 |
Security Deposits | 258,296 | 53,279 |
Notes Receivable, related parties | 7,657,024 | |
Other Receivable, related parties | 216,647 | |
Note Receivable, net | 37,500 | |
Total current assets | 12,902,118 | 1,568,234 |
Non-current Assets | ||
Investment in unconsolidated affiliates - long term | 4,912,111 | 1,849,077 |
Website development costs and intangible assets, net | 8,081,718 | 6,712,547 |
Fixed Assets, net | 101,573 | 19,664 |
Operating lease right-of-use asset | 76,762 | |
Total assets | 25,997,520 | 10,226,284 |
Current Liabilities | ||
Line of Credit & Notes Payable, net | 1,807,462 | 1,192,716 |
Convertible Notes Payable, related parties | 3,000,000 | |
Accounts payable and accrued expenses | 1,793,239 | 833,679 |
Other current liabilities | 234,372 | 400,692 |
Operating lease liability | 76,762 | |
Revolving promissory notes - related party | 1,575,000 | |
Total current liabilities | 6,835,073 | 4,078,849 |
Total liabilities | 6,835,073 | 4,078,849 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock, $0.00001 par value; 500,000,000 shares authorized; 18,765,839 and 13,069,339 shares issued and outstanding at February 28, 2021 and February 29, 2020, respectively | 187 | 131 |
Additional paid-in-capital | 151,427,224 | 122,000,201 |
Currency Translation | 53,712 | |
Accumulated deficit | (132,340,979) | (115,852,897) |
Stockholders’ equity attributable to parent | 19,140,282 | 6,147,435 |
Non-Controlling Interest | 22,165 | |
Total stockholders' equity | 19,162,447 | 6,147,435 |
Total liabilities and total stockholders' equity | 25,997,520 | 10,226,284 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock | ||
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 (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Feb. 28, 2021 | 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 | 18,765,839 | 13,069,339 |
Common stock, outstanding | 18,765,839 | 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 and Comprehensive Loss - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Revenues | ||
Travel revenues | $ 48,338 | $ 441,769 |
Gross revenues | 48,338 | 441,769 |
Cost of revenues | (43,204) | (352,963) |
Gross profit | 5,134 | 88,806 |
Operating expenses | ||
General and administrative | 2,939,655 | 2,014,753 |
Salaries and benefits | 2,776,748 | 1,785,862 |
Technology and development | 655,667 | 1,447,637 |
Stock-based compensation | 633,713 | 377,381 |
Selling and promotions expense | 461,606 | 135,303 |
Depreciation and Amortization | 506,995 | 295,485 |
Total operating expenses | 7,974,384 | 6,056,421 |
Operating loss | (7,969,250) | (5,967,615) |
Other income (expense) | ||
Valuation (loss) gain, net | (5,851,149) | (5,267,208) |
Interest expense | (392,749) | (164,177) |
Contract and legal settlement expenses | (75,000) | |
Realized gain/(loss) on sale of unconsolidated affiliates | (551,763) | 1,984,870 |
Other income/(expense), net | 326,256 | 34,444 |
Impairment of Intangible Asset | (2,070,000) | |
Total other (expense) | (8,539,405) | (3,487,071) |
Net (loss) | (16,508,655) | (9,454,686) |
Share of non-controlling interest | 4,616 | |
Net (loss) attributable to parent | (16,504,039) | (9,454,686) |
Other comprehensive (loss) income: | ||
Foreign currency translation gain | 53,712 | |
Total other comprehensive gain | 53,712 | |
Comprehensive loss | $ (16,450,327) | $ (9,454,686) |
Weighted average number of common shares outstanding | ||
Basic (in shares) | 14,728,741 | 11,773,633 |
Diluted (in shares) | 14,728,741 | 11,773,633 |
Basic net (loss) income per share (in dollars per share) | $ (1.12) | $ (0.80) |
Diluted net (loss) income per share (in dollars per share) | $ (1.12) | $ (0.80) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Cash flows from operating activities: | ||
Net (loss) | $ (16,504,039) | $ (9,454,686) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Amortization and depreciation | 193,534 | 295,485 |
Amortization of debt issuance costs | 313,462 | |
Stock based compensation | 577,197 | 706,957 |
Valuation loss on unconsolidated affiliates | 5,851,149 | |
Realized (gain)/loss on sale of unconsolidated affiliates | 551,763 | (1,984,870) |
Unrealized (gain)/loss on sales of unconsolidated affiliates | 5,267,208 | |
Allowance for bad debt | 37,500 | |
Impairment of Intangible Asset | 2,070,000 | |
Shares issued for services | 1,176,421 | |
(Gain)/Loss on Currency Translation | 53,712 | |
Changes in operating assets and liabilities: | ||
Decrease/(increase) in prepaid expenses and other current assets | (1,877,172) | (264,962) |
Increase/(decrease) in accounts payable and accrued expenses | (76,762) | 141,296 |
Increase/(Decrease) in other current liabilities | 277,019 | 355,875 |
Net cash used in operating activities | (7,356,216) | (4,937,697) |
Cash flows from investing activities: | ||
Purchase of Furniture, Fixture and Equipment | (90,710) | (21,345) |
Payment related to website development costs and intangible assets | (1,213,738) | (144,534) |
Proceeds from sale of unconsolidated affiliates | 521,245 | 1,984,870 |
Payments for business acquisition | (1,373,537) | |
Payment for note receivable, related parties | (37,500) | |
Net cash (used in) / provided by (used in) investing activities | (2,156,740) | 1,781,491 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants | 10,015,154 | 1,785,930 |
Proceeds from exercise of common stock warrants | 250,000 | 275,087 |
Proceeds from notes payable | 3,870,000 | (284) |
Payments for line of credit and notes payable | (2,802,716) | |
Payment of debt issuance costs | (766,000) | |
Proceeds from promissory notes, related parties | 3,000,000 | 1,225,000 |
Payments for promissory notes, related parties | (1,575,000) | |
Net cash provided by financing activities | 11,991,438 | 3,285,733 |
Net increase/(decrease) in cash | 2,478,482 | 129,527 |
Cash at beginning of year | 162,506 | 32,979 |
Cash at end of year | 2,640,988 | 162,506 |
Supplemental disclosure: | ||
Cash paid for interest | 392,749 | 164,177 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Shares issued for intellectual property purchase | $ 4,920,000 | |
Shares issued for investment | $ 16,929,145 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Stockholders Equity [Member] | Non-controlling Interests [Member] | Total |
Balance at beginning at Feb. 28, 2019 | $ 96 | $ 114,265,762 | $ (106,398,211) | $ 7,867,647 | $ 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 | 1,785,930 | |||||
Common stock issued for cash (in shares) | 1,000,500 | ||||||||
Warrants Exercised | $ 1 | 275,086 | 275,087 | 275,087 | |||||
Warrants Exercised (in shares) | 122,350 | ||||||||
Shares issued for stock compensation | $ 1 | 302,305 | 302,307 | 302,307 | |||||
Shares issued for stock compensation (in shares) | 188,533 | ||||||||
Shares issued for Investor Relations | $ 2 | 404,648 | 404,650 | 404,650 | |||||
Shares issued for Investor Relations (in shares) | 174,000 | ||||||||
Shares issued for Intangible Assets | $ 20 | 4,919,980 | 4,920,000 | 4,920,000 | |||||
Shares issued for Intangible Assets (in shares) | 1,968,000 | ||||||||
Shares issued for marketing services | 46,500 | 46,500 | 46,500 | ||||||
Shares issued for marketing services (in shares) | 25,000 | ||||||||
Net income (loss) | (9,454,686) | (9,454,686) | (9,454,686) | ||||||
Balance at ending at Feb. 29, 2020 | $ 131 | 122,000,201 | (115,852,897) | 6,147,435 | 6,147,435 | ||||
Balance at ending (in shares) at Feb. 29, 2020 | 13,069,339 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued for cash | $ 45 | 10,015,109 | 10,015,154 | 10,015,154 | |||||
Common stock issued for cash (in shares) | 4,542,000 | ||||||||
Warrants Exercised | $ 1 | 249,999 | 250,000 | 250,000 | |||||
Warrants Exercised (in shares) | 125,000 | ||||||||
Shares issued for stock compensation | $ 2 | 577,195 | 577,197 | 577,197 | |||||
Shares issued for stock compensation (in shares) | 255,000 | ||||||||
Shares issued for Investor Relations | $ 5 | 978,391 | 978,396 | 978,396 | |||||
Shares issued for Investor Relations (in shares) | 460,000 | ||||||||
Shares issued for marketing services | $ 1 | 249,324 | 249,325 | 249,325 | |||||
Shares issued for marketing services (in shares) | 114,500 | ||||||||
Shares issued for business combination | $ 2 | 427,998 | 428,000 | 428,000 | |||||
Shares issued for business combination (in shares) | 200,000 | ||||||||
Shares issued for Investment in Affiliate | $ 100 | $ 38 | 16,929,007 | 16,929,145 | 16,929,145 | ||||
Shares issued for Investment in Affiliate (in shares) | 10,000,000 | 3,828,500 | |||||||
Minority interest acquired for business combination and others | 15,957 | 15,957 | $ 26,781 | 42,738 | |||||
Currency translation | $ 53,712 | 53,712 | 53,712 | ||||||
Net income (loss) | (16,504,039) | (16,504,039) | (4,616) | (16,508,655) | |||||
Balance at ending at Feb. 28, 2021 | $ 100 | $ 38 | $ 187 | $ 151,427,224 | $ (132,340,979) | $ 53,712 | $ 19,140,282 | $ 22,165 | $ 19,162,447 |
Balance at ending (in shares) at Feb. 28, 2021 | 10,000,000 | 3,828,500 | 18,765,839 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 28, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 – Description of Business and Summary of 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. 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 the consolidated 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 consolidated 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 consolidated 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 February 28, 2021 and February 29, 2020. Website Development Costs The Company accounts for website development costs in accordance with ASC 350-50 “ Website Development Costs Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ ASC 985-20-25 Fixed Assets The Company purchases computers, laptops, furniture and fixture. The computers and laptops are recorded as fixed assets with a useful life of 3 years. The furniture and fixture are recorded as a fixed asset with a useful life of 5 years. Straight-line depreciation is used for all fixed assets. Business Combination The Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ ASC 805 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 $210,507 and $293,804 during the years ended February 28, 2021 and February 29, 2020, 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. Foreign Currency Translation The Company prepares the financial statements of its foreign subsidiaries using the local currency as the functional currency. The assets and liabilities of the Company’s foreign subsidiaries are translated in to U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholder’s equity through other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Income and expenses are translated at the average monthly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statements of net and comprehensive loss. The effect of foreign currency translation on cash and cash equivalents is reflected in cash flows from operating activities on the consolidated statements of cash flows. Derivative Instruments The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with ASC topic 815, Accounting for Derivative Instruments and Hedging Activities (“ ASC 815 The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, the Company generally uses the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk-free rates) necessary to determine the fair value of these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of this accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial period result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial period result in the application of non-cash derivative income. Based upon ASC 815-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible debentures. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. 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 FASB 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 several outstanding warrants that contain down round features as derivative instruments. 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 is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. 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, where any commissions received was insignificant. 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, transactions 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. Advertising Expense Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying consolidated financial statements. Advertising expense for the years ended February 28, 2021 and February 29, 2020, was $461,606 and $135,303, respectively. Stock Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, “ Compensation – Stock Compensation The Company adopted ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ASU 2018-7 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. Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “ Accounting for Income Taxes, The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of February 28, 2021, the Company’s income tax returns for tax years ending February 29, 2020, February 28, 2019, 2018, 2017, February 29, 2016, February 28, 2015, and 2014 remain potentially subject to audit by the taxing authorities. Monaker Group, Inc. follows the guidance of ASC 740, “ Income Taxes. Our effective tax rate was 25.5% for the years ended February 28, 2021 and February 29, 2020. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act significantly changed the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. As a result of enactment of the legislation, we have not incurred additional income tax expense during the February 28, 2021 and February 29, 2020 fiscal year-ends. The Company does not have exposure to tax on accumulated foreign earnings or an exposure from the repeal of foreign tax credits. 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 provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ○ Level 1 - Quoted prices in active markets for identical assets or liabilities. ○ Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ○ Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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. Recent Accounting Pronouncements Income Taxes (TOPIC 740): Simplifying the Accounting for Income Taxes On December 18, 2019, the FASB issued new guidance that simplifies the accounting for income taxes as part of the Board’s overall initiative to reduce complexity in accounting standards. Amendments include the removal of certain exceptions to the general principles of ASC 740, Income taxes. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. The Company is assessing the impact of the new guidance. The management anticipates that the adoption of the new guidance will have no significant impact to our financial statements. Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those annual periods. The pronouncement was adopted in the fiscal year ended February 29, 2020 with no impact to our financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Feb. 28, 2021 | |
Going Concern | |
Going Concern | Note 2 - Going Concern As of February 28, 2021, and February 29, 2020, the Company had an accumulated deficit of $132,340,979 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 $600,000. 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 February 28, 2021, we had approximately $6,835,072 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. 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 attempt to raise funds with third parties by way of public or private offerings (similar to the December 2020 underwritten offering and the May 2021 underwritten offering, discussed below under “Note 17 - Subsequent Events”). 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 fiscal 2022 financial results relating to our operations, we anticipate an increase in year-over-year revenue as compared to fiscal year 2021 ended February 28, 2021. However, the ultimate extent of the COVID-19 pandemic and its impact on global travel and overall economic activity is constantly changing 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. |
Notable Financial Information
Notable Financial Information | 12 Months Ended |
Feb. 28, 2021 | |
Notable Financia Information [Abstract] | |
Notable Financial Information | Note 3 – Notable Financial Information Prepaid Expenses and Other Current Assets As of February 28, 2021 and February 29, 2020, the Company had prepaid and other current assets of $1,864,279 as compared to $334,995 respectively. The increase of $1,529,284 is mainly driven by $532,950 of Board of Director compensation, $393,260 of annual and perpetual license fees, and $353,357 of business consulting service contracts. Security Deposits As of February 28, 2021 and February 29, 2020, the Company had security deposits of $258,296 as compared to $53,279, respectively. The increase of $205,017 is primarily related to a $169,930 deposit for the new corporate office leased space and the $14,234 deposit for the previous Weston leased office. Other Receivable – Related Parties The Other Receivable, related parties balance of $216,647 as of February 28, 2021 is associated with the consolidation of Longroot, Inc. following the business acquisition. The balance is comprised mainly of a receivable from True Axion Interactive, Ltd of approximately $99,456 and with HotNow Company Limited of approximately $96,527. Fixed Assets As of February 28, 2021 and February 29, 2020, the Company had net fixed assets of $101,573 as compared to $19,664, respectively. The increase of $81,909 is primarily related to additions of office equipment such as computers and monitors of $18,300 and associated programs of $63,550 necessary to support the increased headcount as well as the new leased office space. Accounts Payable and Accrued Expenses As of February 28, 2021 and February 29, 2020, the Company had accounts payable and accrued expenses $1,793,239 as compared to $833,679 respectively. The increase of $959,560 is primarily driven by the $450,000 liability to Jason Morton for the final payment of the Longroot acquisition, $400,000 of accrued expense related to William Kerby’s annual bonus, $123,000 of accrued legal expense, $113,438 of accrued stock compensation and $57,690 of accrued marketing and networking expenses. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Feb. 28, 2021 | |
Receivables [Abstract] | |
Notes Receivable | Note 4 – Notes 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 $37,500 Promissory Note from Crystal Falls Investments LLC. On January 13, 2020, we entered a Promissory Note with Crystal Falls Investments LLC. (“ Crystal 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. An allowance for bad debt of $37,500 (i.e., 100%) was reserved against the Bettwork Note as of February 28, 2021. Non-current 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 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 | 12 Months Ended |
Feb. 28, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Affiliates | Note 5 – 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 February 28, 2021, and February 29, 2020, Monaker owned 3,845,101 and 61,247,139 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 As of January 31, 2020, Verus has 2,320,876,565 shares of common stock outstanding, 41,444,601 shares of Series A preferred stock outstanding and 430,801 shares of Series C preferred stock outstanding. On February 29, 2020, the Company owned 61,247,139 shares of Verus’s common stock at $0.016 per share valued at $979,954. During March 2020 and April 2020, the Company sold 3,367,664 and 2,991,929 shares of Verus common stock in the open market for $53,883 and $35,903, respectively. On January 12, 2021, the Company owned 54,887,546 shares of common stock of Verus when Verus affected a 500 to 1 reverse stock split. The Company held 109,775 shares of Verus common stock after the reverse split. Between January 13 - 31, 2021, the Company sold in open market transactions 109,775 shares of Verus stock, divesting its holdings in Verus. The divestiture resulted in a decrease in the fair value of such shares of $649,020 for the twelve months ended February 28, 2021. The change in fair value of $649,020 is recognized in realized gain or (loss) in unconsolidated affiliates as other expense as of February 28, 2021. 6,142,856 shares of Bettwork Industries Inc. Common Stock (OTC Pink: BETW) On July 2, 2018, three Secured Convertible Promissory Notes aggregating $5,250,000 (as described in “Note 4 – Notes 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 has a readily determinable fair value as it is quoted on the OTC Pink market under the symbol “ BETW On February 29, 2020, the shares of Bettwork’s common stock held by the Company 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 income (loss) as other income, valuation loss, net, as a valuation loss as of February 29, 2020. As February 28, 2021, the 6,142,856 shares of Bettwork’s common stock held by the Company were trading at $0.09 per share valued at $55,286, which decreased the fair value by $1,480,428 for the fiscal year to date. The change in fair value of $1,480,428 is recognized in net loss as other expense, valuation loss, net for the twelve months ended February 28, 2021. 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 February 29, 2020, the Company owned 139,273 shares of Recruiter’s common stock compared to 78,137 shares of Recruiter’s common stock as of February 28, 2021. As of February 28, 2021, each share of Recruiter.com’s common stock was valued at $3.39 per share which increased the fair value of the 103,435 shares of Recruiter.com common stock to $350,645 and caused an accumulated fair value gain of $37,282 to be realized. The change in fair value of $37,282 is recognized in net income as other income, valuation loss, net, as a valuation loss as of February 28, 2021. Acquisition of Axion Shares The investment in affiliate of $4,856,825 as of February 28, 2021, represents the Company’s acquisition of Axion equity by the transactions contemplated with the Axion Share Exchange Agreement, described in greater detail in “Item 1. Business—Recent Material Events—HotPlay and Axion Share Exchanges”, on November 16, 2020. Pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, the Axion Stockholders, exchanged ordinary shares of Axion equal to approximately 33.85% of the outstanding common shares of Axion, in consideration for 10,000,000 shares of 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 closing of the HotPlay Share Exchange, into an aggregate of 7,417,700 shares of Monaker common stock. As of February 28, 2021, the value of this investment decreased by $4,415,296 from $9,272,121 to $4,856,825 due to the change in the market price of Axion shares. Also pursuant to the Axion Share Exchange Agreement, which closed on November 16, 2020, the Axion Creditors exchanged debt of Axion in the aggregate amount of $7,657,024, for 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. As of February 28, 2021, the values associated with the assumed debt has remained unchanged. Also pursuant to the Axion Share Exchange Agreement, which closed on November 16, 2020, the Company granted a warrant to Cern One, to purchase 1,914,250 shares of the Company’s common stock. 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. As of February 28, 2021, there has been no activity related to the warrant. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Feb. 28, 2021 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Note 6 – Acquisitions and Dispositions Purchase of Longroot, Inc. On November 16, 2020, the Company acquired 100% of Longroot, which in turn owned 57% of Longroot Cayman. Longroot Cayman owns 49% of the outstanding ordinary shares (with 51% of the Preferred shares owned by two Thai citizen nominee shareholders) of Longroot Holding (Thailand) Company Limited (“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) $1,650,000 in cash; and (b) 200,000 shares of restricted common stock at $2.14 per share for a total value of $428,000 as well as 150,000 shares of restricted common stock at $3.00 per share for a total value of $450,000. Up to and included in the closing, as part of the cash consideration paid, the Company paid $1,200,000 to Longroot which was used for working capital and other shareholder related acquisition purposes as well as $428,000 of Company stock to complete the purchase. The remaining $900,000 owed to Morton pursuant to the terms of the SPA was 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 was paid at the same time the first payment was made in December 2020. Pursuant to the SPA in consideration for the $900,000 owed post-closing, Morton received cash payments of $450,000 and elected to receive the remaining $450,000 in shares of common stock of the Company, of which the Company issued 150,000 shares at stock price of $3.00 per share. 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 increased Longroot’s ownership of Longroot Cayman up to 75% (from 57%). 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 or any of its shareholders, directors, officers, agents or representatives against Morton in connection with the SPA or the Company’s purchase of Longroot. The Company hopes that the access to Longroot Limited’s technology and digital asset capabilities will enable the Company to offer new financing mechanisms and participation options, including in wholesale travel, gaming, and digital advertising. 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 $2,250,636, net of cash acquired) and the purchase price has been provisionally allocated as follows. The fair value of net assets acquired were $219,940 and an intangible asset (license) of $2,212,702 with the liabilities assumed of $142,983 and minority interest of $39,023. The intangible assets include a license granted by the Thai Securities and Exchange Commission which has an indefinite useful life and therefore is not amortized but will be tested for impairment annually in alignment with the Company’s other intangible asset impairment analysis. The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the asset values within the 1-year timeframe as provided in the guidance. |
Website Development Costs and I
Website Development Costs and Intangible Assets | 12 Months Ended |
Feb. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Website Development Costs and Intangible Assets | Note 7 – Website Development Costs and Intangible Assets The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of February 28, 2021 and February 29, 2020: February 28, 2021 Useful Life Cost Impairment Accumulated Net Carrying In-Service Date (Estimate) Website platform 1.0 years $ 400,000 $ 400,000 $ Contracts, domains, customer lists 2.0 years 1,199,446 1,199,446 Website platform 3.0 years 635,756 635,756 Website development costs 3.0 years 912,416 885,367 27,049 Software development costs 3.0 years 1,431,321 100,492 1,330,829 Trademark & License Indefinite 2,218,985 — 2,218,985 CIP – IDS Project 3.0 years 5,196,543 2,070,000 — 3,126,543 09/01/2021 Website development costs (not in service) 3.0 years 1,378,312 1,378,312 04/01/2021 $ 13,372,779 2,070,000 $ 3,221,061 8,081,718 Intangible assets with indefinite useful lives, referred to in the table above totaling $2,218,985, are not amortized but are tested for impairment annually in alignment with the Company’s other intangible asset impairment analysis. February 29, 2020 Useful Life Cost Accumulated Net Carrying Website platform 1.0 years $ 400,000 $ 400,000 $ — Contracts, domains, customer lists 2.0 years 1,199,447 1,199,447 — Website platform 3.0 years 37,657 37,657 — Website development costs 3.0 years 883,776 801,126 82,650 Website development costs (not placed in service) 3.0 years 1,559,262 — 1,559,262 Web platform 4.0 years 598,099 598,099 — Trademark Indefinite 6,283 — 6,283 Software Development Costs 3.0 years 48,759 48,759 CIP – IDS Project 5,015,593 — 5,015,593 $ 9,748,876 $ 3,036,329 $ 6,712,547 During the years ended February 29, 2020 and February 28, 2021, the Company purchased a total of $5,196,543 of the intellectual property including an e-commerce platform from IDS, Inc. The cost of purchases was recorded as Capital in Progress (CIP). In addition, The Company incurred $183 in fees to register its trademark and capitalized $48,759 of software development costs. This capitalization of these costs fall within the scope of ASC 350-50-25-15 wherein costs of upgrades and enhancements should be capitalized as they will result in added functionality of the website. Intangible assets are amortized on a straight-line basis over their expected useful lives which is estimated to be 3 years. Amortization expense related to website development costs and intangible assets was $210,507 and $293,804 for the years ended February 28, 2021 and February 29, 2020, respectively. The Based on the carrying value of definite-lived intangible assets as of February 28, 2021, we estimate our amortization expense for the next five years will be as follows: Amortization Year Ended February 28, Expense 2022 $ 1,423,605 2023 1,970,932 2024 1,857,553 2025 610,643 2026 — $ 5,862,733 According to the amendment of the Intellectual Property Purchase Agreement dated May 18, 2021, the Company and IDS, Inc agreed to amend the purchase price of the Intellectual property from $4,920,000 to $2,850,000. As a result, the Company recorded an impairment of $2,070,000 on the Intangible assets related to the IDS Intellectual property, based on its current value in use as of February 28, 2021. |
Line of Credit
Line of Credit | 12 Months Ended |
Feb. 28, 2021 | |
Line Of Credit [Abstract] | |
Line of Credit | Note 8 – Line of Credit The National Bank of Commerce (FKA: Republic Bank) Line of Credit On May 7, 2020, the Company entered a new Promissory Note with National Bank (the “ New Note As of February 28, 2021, the principal balance of the note payable was $0. Interest expense charged to operations relating to this line of credit was $3,313 and $74,858, respectively for the years ended February 28, 2021 and February 29, 2020. The Company has accrued interest as of February 28, 2021 and February 29, 2020 of $-0- and $-0-, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Feb. 28, 2021 | |
Notes Payable [Abstract] | |
Notes Payable | Note Purchase Agreement: Streeterville Capital, LLC 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 date of the note (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 $0.8 million if the Investor Note has not been funded and $1.25 million if the Investor Note has been funded. 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. 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 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the Streeterville Note (each an “ Equity Payment The November 2020 Streeterville Note provided that if any of the following events had not occurred on or before April 30, 2021, the then outstanding balance of the note (including accrued and unpaid interest) increases by an amount equal to 25% of the then-current outstanding balance thereof (the “ April 2021 Note Increase HotPlay HotPlay Share Exchange Agreement HotPlay Share Exchange November 2020 Note Transaction Conditions 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 February 28, 2021, as both notes have substantially similar terms, and the Investor Note was provided in consideration for the acquisition of a portion of the Streeterville Note. The Investor Note was subsequently funded in full in January 2021. 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. HotPlay Convertible Notes Dates - Current On September 1, 2020, September 18, 2020, September 30, 2020, on or around November 2, 2020, and on November 24, 2020, and on around December 28, 2020 and on and around January 6, 2021 HotPlay advanced Monaker $300,000, $700,000, $1,000,000, $400,000, $100,000, $450,000, $50,000 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 was 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 May 31, 2021, provided that the parties are continuing to work together to close the HotPlay Exchange Agreement), 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 | 12 Months Ended |
Feb. 28, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Promissory Notes and Transactions | Note 10 – Related Party Promissory Notes and Transactions Related Party Transactions Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 as of August 21, 2020, May 31, 2020, February 29, 2020 and February 28, 2019. These dividends were payable when and if declared by the board of directors. The dividends were owed to an entity controlled by Donald P. Monaco, our Chairman, and William Kerby, our CEO and a director. On April 8, 2021, the Company entered into an Exchange Agreement with William Kerby, its Chief Executive Officer and director and Monaco Investment Partners II, LP (“ MI Partners Exchange Agreement Accrued Dividends Convertible Promissory Notes The Convertible Promissory Notes accrue interest at the rate of 12% per annum, compounded monthly at the end of each calendar month, with such interest payable at maturity or upon conversion. The principal and accrued interest owed under the Convertible Promissory Notes is convertible, at the option of the holders thereof, into shares of the Company’s common stock, at any time beginning seven days after the Closing Date (defined below) and prior to the payment in full of such Convertible Promissory Notes by the Company, at a conversion price equal to the greater of (i) the closing consolidated bid price of the Company’s common stock on April 8, 2021 (which was $3.02); and (ii) the five-day volume weighted average price of the Company’s common stock for the five trading days following the date that the HotPlay Exchange Agreement closes. The Convertible Promissory Notes are unsecured, have a maturity date of April 7, 2022, and include standard and customary events of default. On October 29, 2019, the Company entered into Promissory Notes with Robert “ Jamie Pat Director Notes On October 29, 2019, the Company entered into Stock Purchase Agreements with (a) Monaco Investment Partners, LP, of which Donald Monaco is the managing partner and a member of the Board of Directors of the Company; (b) Simon Orange, a member of the Board of Directors of the Company; and (c) William Kerby, the Chief Executive Officer and director of the Company. Pursuant to the Stock Purchase Agreements, the Company sold the purchasers 25,562,500 shares (1,562,500 shares to Mr. Kerby and 12,500,000 shares to each of Monaco Investment Partners, LP and Mr. Orange) of Series A Preferred Stock of Verus. The purchase price for the Verus shares was determined by the Board of Directors of the Company, based on among other things, the recent trading prices of Verus’ common stock on the OTCQB Market, as publicly reported. The Company received net proceeds of $425,000 from the Stock Purchase Agreements. The proceeds of $250,000 (which represent 15,625,000 shares sold to Simon Orange and William Kerby that were transferred to buyers) were recorded in realized gain/(loss) on the sale of unconsolidated affiliates within the fiscal year February 28, 2021. On December 9, 2019, the Company entered into an Amended and Restated Promissory Note with the Monaco Trust, in the amount of up to $2,700,000 (the “ Revolving Monaco Trust Note Note Amendments On January 22, 2020, the Company entered into Stock Purchase Agreements with William Kerby, the Chief Executive Officer and director of the Company (“ Kerby Purchaser Stock Purchase Agreement Verus On January 29, 2020, the Company entered into first amendments to the Director Notes and Revolving Monaco Trust Note with the directors and the Monaco Trust, respectively, to extend the maturity date of such notes from February 1, 2020 to April 1, 2020 (the “ Note Amendments 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 Note. 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. All remaining terms of the promissory notes remained unchanged. On April 17, 2020, the Company paid off the Promissory Note with Pasquale “ Pat On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS (a greater than 5% stockholder of the Company) and certain other defendants affiliated with IDS in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. Pursuant to the complaint, the Company alleges causes of action against the defendants, including IDS, based on among other things, fraud, conspiracy to commit fraud, aiding and abetting fraud, rescission, and breach of contract, and seeks a temporary and permanent injunction against the defendants, requiring such persons to return the 1,968,000 shares of common stock disclosed above to the Company and preventing such persons from selling or transferring any shares, seeks damages from the defendants, rescission of the IP Purchase Agreement pursuant to which the shares were issued, attorneys fees and other amounts. The complaint was filed as a result of IDS’s failure to deliver certain intellectual property assets which were acquired by the Company from IDS in August 2019, certain other actions of IDS and the other defendants which the Company alleges constitutes fraud and to seek to unwind the IP Purchase Agreement and provide damages to the Company due to IDS’s and the other defendants’ breaches thereunder. 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 made a payment of $200,000 under the Revolving Monaco Trust Note, including $142,408 of principal and $57,592 of interest owed thereunder. On May 1, 2020, the Company paid off the Promissory Note with Robert “ Jamie On June 9, 2020, June 10, 2020, July 7, 2020, we borrowed an additional $300,000, $50,000 and $250,000 from the Monaco Trust under the Revolving Monaco Trust Note. On September 1, 2020, the Company entered into a consulting agreement with Beachfront Travel Consulting LLC for their services and expertise in Call Center and Sales Operations. The consultant agreed to assist the Company in the development and design of a Call Center Operation to support the Company’s brand. The Company agreed to pay the consultant compensation of 1,500 restricted shares of common stock per month, with a price equal to the closing price on the last day of the month and the consultant agreed to advise the Company on policies and procedures, performance metrics and reporting, operational standards and training of call center staff. The Company issued the consultant 1,500 shares of restricted common stock for the month of December 2020. The agreement was terminated on December 7, 2020, and the parties entered into as a new consulting agreement, with an annual fee of $110,000 instead of the 1,500 per month stock compensation. A consultant to Beachfront is Beth Sikora, the wife of the COO of the Company, Tim Sikora. The agreement provides that Mrs. Sikora will manage the Consumer Programs and Call Center operations based on her experience and background. On September 8, 2020, the Company issued Sirapop “ Kent 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. On November 16, 2020, the Company acquired 100% of Longroot, which was in turn owned 57% of Longroot Cayman. Longroot Cayman owned 49% of the outstanding ordinary shares (with 51% of the Preferred shares owned by two Thai citizen nominee shareholders) of Longroot Thailand, provided that Longroot Cayman controls 90% of Longroot Thailand’s voting shares and therefore effectively controls Longroot Thailand. Subsequent to this acquisition, the Company signed a service contract with Atato, an IT provider of cryptocurrency website maintenance. As of November 30, 2020, Miss Worapin Tatun, wife of the CEO of Atato and Mr. Pongsabutra Viraseranee, an employee and developer employed by Atato, both are minority shareholders of Longroot Thailand with a 25.5% interest of preferred stock in Longroot Thailand each. On December 1, 2020, the Company paid $800,000 of principal and interest due under the Revolving Trust Note. The Revolving Trust Note was subsequently repaid in full in December 2020, with funds raised through our December 2020 underwritten offering. Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 and $1,102,066 as of February 28, 2021 and February 29, 2020, respectively. These dividends will only be payable when and if declared by the Board. The dividends are owed to an entity controlled by Donald P. Monaco, our Chairman and William Kerby, our CEO. See also the information under “$230,000 Promissory Note from Bettwork Industries Inc. Conversion of $1,600,000 Promissory Note Into 2,133,333 Common Stock Shares of Bettwork Industries Inc Conversion of $2,900,000 Promissory Note Into 3,866,667 Common Stock Shares of Bettwork Industries Inc On December 4, 2020, the Company entered into a Consulting Agreement with Beachfront Travel Consulting, LLC, whose consultant is Beth Sikora, the wife of the COO of the Company, Tim Sikora. The agreement provides that Mrs. Sikora will manage the Consumer Programs and Call Center operations based on her experience and background. In December 2020 and January 2021, Sabby Management, LLC, which previously filed a Schedule 13G with the SEC disclosing its ownership of over 5% of our outstanding shares of common stock, exercised warrants to purchase 125,000 shares of our common stock with an exercise price of $2.00 per share, paid the aggregate $250,000 exercise price for such shares, and was issued 125,000 shares of common stock, which were covered under a registration statement filed under the Securities Act. Sabby is no longer a greater than 5% shareholder of the Company. On April 7, 2021, each of Mr. Pasquale “ Pat Jamie Such resignations were solely in connection with the required terms and conditions of the HotPlay Exchange Agreement, which requires that the board of directors of the Company at the closing thereof increase to nine members, with four appointed by HotPlay, two appointed by Monaker, and three appointed mutually by Monaker and HotPlay. Also on April 7, 2021, the board of directors of the Company ratified the current compensation payable to members of the board of directors, which provides that each non-executive member of the Board be paid (a) compensation of 20,000 shares per year; (b) compensation of 5,000 shares per year, if they are the chairperson of any committee of the board of directors; and (c) compensation of 10,000 shares per year, to the Chairman of the Board (collectively, the “ Board Compensation Terms Fiscal 2022 Board Compensation Shares Plan On April 7, 2021, the Company entered into a Lock-Up Agreement with each of the non-executive members of the board of directors. Pursuant to the Lock-Up Agreements, each non-executive director agreed not to transfer, sell, pledge or assign any of their applicable Fiscal 2022 Board Compensation Shares until March 1, 2022. On April 7, 2021, the board of directors of the Company, consistent with the employment agreement of Mr. William Kerby, the Chief Executive Officer of the Company, which provides for Mr. Kerby to receive a base salary of $400,000 per year, and an annual bonus payable at the discretion of the board of directors, of up to 100% of his base salary (50% based on meeting short term goals and 50% based on meeting long-term goals), and other bonuses which may be granted from time to time in the discretion of the board of directors, agreed to award Mr. Kerby a discretionary bonus for fiscal 2021 of $400,000, which is payable in cash or shares of common stock, at Mr. Kerby’s option, under the Plan, with a conversion price of $3.02 per share, the closing sales price of the Company’s common stock on the date the board of directors approved such bonus. If Mr. Kerby exercises his right to receive the entire bonus in shares of common stock he would be due 132,450 shares of common stock. The Audit Committee of the board of directors of the Company is tasked with reviewing and approving any issues relating to conflicts of interests and all related party transactions of the Company (“ Related Party Transactions The Audit Committee will only approve a Related Party Transaction if the Audit Committee determines that the terms of the Related Party Transaction are beneficial and fair (including fair from a financial point of view) to the Company and are lawful under the laws of the United States. In the event multiple members of the Audit Committee are deemed a related party, the Related Party Transaction will be considered by the disinterested members of the board of directors in place of the Committee. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Feb. 28, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 11 – Stockholders’ Equity Preferred stock The aggregate number of shares of preferred stock that the Company is authorized to issue is up to One Hundred Million (100,000,000), with a par value of $0.00001 per share (the “ Preferred Stock Series A Preferred Stock The Company has authorized and designated 3,000,000 shares of Preferred Stock as Series A 10% Cumulative Convertible Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $1,102,066 as of February 28, 2021 and February 29, 2020, respectively. These dividends will only be payable when and if declared by the Board. The Company had 0 shares of Series A Preferred Stock issued and outstanding as of February 28, 2021 and February 29, 2020. Series B Preferred Stock The Company has authorized and designated 10,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock which shares were issued to certain Axion stockholders in exchange for their ordinary shares of Axion equal to approximately 33.85% of the outstanding common shares of Axion pursuant to the Axion Exchange Agreement (see “Note 2 – Going Concern”). Each share of Series B Preferred Stock automatically, and without any required action by any holder, converts into 0.74177 shares of common stock, upon the occurrence of certain events, including five business days after the closing of the HotPlay Exchange Agreement. The Company had 10,000,000 shares and 0 shares of Series B Preferred Stock outstanding as of February 28, 2021 and February 29, 2020, respectively. Series C Preferred Stock The Company has authorized and designated 3,828,500 shares of Preferred Stock as Series C Convertible Preferred Stock. The Series C Preferred Stock was issued to certain debt holders of Axion who are party to the Axion Share Exchange Agreement and who agreed to exchange certain debt owed to such debt holders by Axion for shares of Series C Preferred Stock pursuant to the Share Exchange Agreement. Each share of Series C Preferred Stock is automatically, and without any required action by any Holder, converted into common stock, on a one-for one basis, upon the occurrence of certain events, including five business days after the closing of the HotPlay Exchange Agreement. The Company had 3,828,500 shares and 0 shares outstanding as of February 28, 2021 and February 29, 2020, respectively Share Repurchase Transactions During the years ended February 28, 2021 and February 29, 2020, there were no repurchases of the Company’s common stock by Monaker. The Company had 18,765,839 and 13,069,339 shares of common stock issued and outstanding as of February 28, 2021 and February 29, 2020, respectively. Common Stock Warrants The following table sets forth common stock purchase warrants outstanding as of February 28, 2021, and February 29, 2020, and changes in such warrants outstanding for the years ending February 28, 2021 and February 29, 2020: Warrant Weighted Outstanding, February 29, 2020 1,347,391 $ 3.90 Warrants granted 1,923,850 $ 2.00 Warrants exercised/forfeited/expired (225,320 ) $ (2.00 ) Outstanding, February 28, 2021 3,045,921 $ 2.50 Common stock issuable upon exercise of warrants 3,045,921 $ 2.50 Common Stock Issuable Upon Exercise of Common Stock Issuable Upon Range of Number Weighted Weighted Number Weighted $ 2.00 2,436,250 2.30 $ 2.00 2,436,250 $ 2.00 $ 2.85 175,000 0.82 $ 2.85 175,000 $ 2.85 $ 5.00 2,000 0.09 $ 5.00 2,000 $ 5.00 $ 5.13 411,671 1.42 $ 5.13 411,671 $ 5.13 $ 5.63 21,000 1.28 $ 5.63 21,000 $ 5.63 3,045,921 1.18 $ 2.50 3,045,921 $ 2.50 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 weighted average remaining life of 2.30 years. At February 28, 2021, there were warrants outstanding to purchase 3,045,921 shares of common stock with a weighted average exercise price of $2.50 and weighted average remaining life of 1.18 years. During the year ended February 28, 2021, the Company granted: ● warrants to purchase 1,923,850 shares of common stock in connection with subscriptions for shares of common stock. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Feb. 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies The Company’s office lease at 2893 Executive Park Drive Suite 201, Weston, Florida 33331 was terminated early on February 28, 2021 at the request of the landlord, without penalties to the Company. The Company entered into a new office lease to relocate our executive, administrative, and operating offices located in Sunrise, Florida where we leased approximately 5,279 square feet of office space at 1560 Sawgrass Corporate Parkway Suite 130 Sunrise, FL 33323. In accordance with the terms of the office space lease agreement, the Company will be renting the commercial office space, for a term of almost eight years from March 1, 2021 through July 31, 2028. Monthly rental costs, including building maintenance assessment, for fiscal years 2022, 2023, 2024, 2025, 2026, 2027 and 2028 are estimated to be $6,224, $17,499 $18,862, $19,243, $19,635, $20,037, and $20,450, 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, Suite 206, 207, and 208, Las Vegas, Nevada 89120. The lease had a term of one year from October 1, 2019 through September 30, 2020. Monthly base rental costs were (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 included the monthly payment of the operating expenses (Tenant’s Proportionate Share of the Building and/or Project) which cost approximately $1,100 per month. We did not renew this lease. The rent for the years ended February 28, 2021 and February 29, 2020 was $75,094 and $77,659, 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 February 28, 2021. The following schedule represents obligations and commitments on the part of the Company that are not included in liabilities: Current Long Term FYE 2022 FYE 2023 Totals Office Leases $ 75,094 $ 209,629 $ 284,723 Insurance and Other 55,916 55,916 111,832 Totals $ 131,010 $ 265,545 $ 396,555 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 considering the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims. IDS Settlement On August 15, 2019, the Company entered into an Intellectual Property Purchase Agreement with IDS Inc. (“ IDS IP Purchase Agreement IP Assets IDS Shares On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and TD Assets Holding, LLC (“ TD Asset Daniels The complaint was filed because of IDS’s failure to deliver certain components of the IP Assets, certain other actions of IDS and the other of the defendants which the Company alleged constituted fraud. The Company sought to unwind the IP Purchase Agreement and sought damages for the Company due to IDS’s and the other defendants’ breaches thereunder. IDS, through its counsel, sent a letter threatening to bring a shareholders’ derivative action and/or direct suit against the Company. In response to such letter, the board of directors empowered the governance committee to conduct an internal investigation into the claims. The results of the investigation, conducted by several law firms, were presented to the Board and the Board concluded that no fraudulent activities occurred. The investigation concluded in October 2020. On April 29, 2020, the Company filed a Verified Motion for Temporary Injunction (the “ Injunction Motion Answer and Counterclaim On July 27, 2020, the Company entered into a confidential settlement agreement with certain of the defendants in the IDS matter, Navarro Hernandez, P.L., Aaron M. McKown, and Jeffery S. Bailey. The settlement provided for mutual releases of the parties and amounts payable from such parties to the Company in four tranches, in consideration for such settlement, of which all such payments have been timely paid pursuant to the terms of the settlement. The remaining parties to the litigation subsequently attempted to mediate their pursuant to a court ordered mediation in February 2021. Effective on May 18, 2021, the Company, IDS, TD Asset and Ari Daniels, the principal of IDS, entered into an Amendment to Intellectual Property Purchase Agreement (the “ IP Purchase Amendment Payment Required Payments Axion Claim On January 15, 2021, Axion Ventures, Inc., filed a civil claim in the Supreme Court of British Columbia, against J. Todd Bonner, Nithinan Boonyawattanapisut, the Company, William Kerby, our Chief Executive Officer, Cern One Limited, Red Anchor Trading Corp., CC Asia Pacific Ventures Ltd., HotPlay Enterprise Limited, HotPlay (Thailand) Ltd., Longroot, Inc. and certain other parties. The claim alleges that Mr. Bonner and his wife, Ms. Boonyawattanapisut, used their positions as directors and officers of Axion and certain of its subsidiaries, together with the other defendants, to unlawfully take ownership of Axion’s subsidiaries and assets, including its intellectual property. Axions’ claim includes causes of action for conspiracy and fraud; theft of Axion intellectual property and ownership of Longroot; an investor scheme; breaches of fiduciary duty by Mr. Bonner and Ms. Boonyawattanapisut and others; negligence; knowing assistance of breach of fiduciary duty; collective trust; knowing receipt of trust property; knowing assistance in dishonest conduct; unjust enrichment; and breach of honest performance. The claim seeks general and special damages for conspiracy, damages for breaches of fiduciary duties, accountings and repayments of amounts alleged improperly paid, including to Monaker, interim, interlocutory and permanent injunctions, rescission of the issuance of shares of Longroot Cayman; restitution; the return of Axion’s intellectual property; and other accountings, damages, punitive damages, interest and special costs. On April 9, 2021, the Company, on behalf of itself, Mr. Kerby and Longroot, Inc., filed a response to Axion’s claim whereby all parties disputed Axion’s claims and argued all such transactions involving the Company, Mr. Kerby and Longroot which are the subject of Axion’s claims were legitimate and pleading various other defenses. The Company, Mr. Kerby and Longroot dispute Axion’s claims and intend to vigorously defend themselves against the allegations made. |
Business Segment Reporting
Business Segment Reporting | 12 Months Ended |
Feb. 28, 2021 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Note 13 – Business Segment Reporting Accounting Standards Codification 280-16 “ Segment Reporting The Company has two operating segments consisting (i) NextTrip and Maupintour which have various products and services related to its technology solutions platforms related to travel marketplaces and (ii) Longroot Thailand operates ICO Portal Platform where applicable investors are able to sign up and invest in available ICOs, and issuers can issue tokens and list information related to their offerings. The travel related services include 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. For the year ended February 28, 2021 NextTrip Longroot Total Sales $ 48,338 $ — $ 48,338 Net loss $ (16,490,188 ) $ (18,467) $ (16,508,655) For the year ended February 29, 2020 NextTrip Longroot Total Sales $ 441,769 $ — $ 441,769 Net loss $ (9,454,686 ) $ — $ (9,454,686) There were no reconciling or inter-company items between segments. Sales 2021 2020 United States $ 48,338 $ 441,769 Non-United States $ — $ — $ 48,338 $ 441,769 Long-lived Assets 2021 2020 United States $ 10,517,697 $ 8,658,050 Non-United States $ 2,577,705 $ — $ 13,095,402 $ 8,658,050 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Feb. 28, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 14 – Fair Value Measurements The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black-Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives. The Company’s investments in unconsolidated affiliates; short term and long term, are recorded at fair value based on level 1 heirarchy as discussed above. The values of these investments as of February 28, 2021 and February 29, 2020 are $5,176,995 and $2,829,031 respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 – Income Taxes Monaker follows the guidance of ASC 740, “ Income Taxes. The provision for income taxes consists of the following components for the years ended February 28, 2021 and February 29, 2020: 2021 2020 Current $ — $ — Deferred — — $ — $ — The components of deferred income tax assets and liabilities for the years ended February 28, 2021 and February 29, 2020, are as follows: 2021 2020 Net operating loss carry-forwards $ 38,760,093 $ 32,292,252 Equity based compensation 4,329,000 4,329,000 Amortization and impairment of intangibles 581,529 74,920 Total deferred assets 43,670,622 36,696,172 Valuation allowance (43,670,622 ) (36,696,172 ) $ — $ — The income tax provision differs from the expense that would result from applying statutory rates to income before income taxes principally because of the valuation allowance on net deferred tax assets for which realization is uncertain. The effective tax rates for years ended February 28, 2021 and February 29, 2020 were computed by applying the federal and state statutory corporate tax rates as follows: 2021 2020 Statutory Federal income tax rate -21.0 % -21.0 % State taxes, net of Federal -4.5 % -4.5 % Permanent difference -1.0 % -1.0 % Change in valuation allowance 26.5 % 26.5 % 0 % 0 % The valuation allowance has decreased by $6,974,450 for the fiscal year ended 2021 primarily as a result of a current year tax loss of $6,467,841 which increased net operating loss carryforward to $38,760,093 at February 28, 2021, from $32,292,252 at February 29, 2020. There is $506,609 increase in amortization of intangibles at February 28, 2021, which was $0 at February 29, 2020. The net operating loss (“ NOL At the adoption date the Company applied ASC 740 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC 740, the Company did not recognize a material increase in the liability for uncertain tax positions as of February 28, 2021. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Feb. 28, 2021 | |
Weighted average number of common shares outstanding | |
Earnings Per Share | Note 16 – Earnings Per Share The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per-share computations for each of the past two fiscal years: For the year ended February 28, 2021: Income Weighted Per Share Basic earnings $ (16,504,039 ) 14,728,741 $ (1.12 ) Effect of dilutive securities — — — Dilutive earnings $ (16,504,039 ) 14,728,741 $ (1.12 ) For the year ended February 29, 2020: Basic earnings (losses) $ (9,454,686 ) 11,773,633 $ (0.80 ) Effect of dilutive securities — — — Dilutive earnings $ (9,454,686 ) 11,773,633 $ (0.80 ) Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted earnings per common share is not presented because it is anti-dilutive. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Feb. 28, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events Soma Innovation Lab Joint Venture On March 8, 2021, the Company entered into a Joint Venture Agreement with Soma Innovation Lab (“ Soma HotPlay Convertible Notes On March 16, 2021, March 19, 2021, and April 15, 2021, HotPlay loaned the Company $9 million, $1 million and $2 million, respectively. The loans were made pursuant to the terms of the HotPlay Exchange Agreement and were evidenced by Convertible Promissory Notes dated effective March 16, 2021, March 19, 2021, and April 15, 2021, in the amount of $9,000,000, $1,000,000, and $2,000,000 respectively. The Convertible Promissory Notes have substantially similar terms as the HotPlay Convertible Notes described above under “Note 9 - Notes Payable—HotPlay Convertible Notes”. With the April 15, 2021 loan, HotPlay has loaned the Company all $15 million of the funds required to be funded pursuant to the terms of the HotPlay Exchange Agreement. March 2021 Streeterville Note Purchase On March 22, 2021, the Company entered into a Note Purchase Agreement dated March 23, 2021 (the “ March 2021 Note Purchase Agreement March 2021 Streeterville Note March 2021 Investor Note OID The March 2021 Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on March 23, 2022). From time to time, beginning six months after issuance, Streeterville may redeem a portion of the March 2021 Streeterville Note, not to exceed an amount of $1.750 million per month if the March 2021 Investor Note has not been funded by Streeterville, and $2.125 million in the event the March 2021 Investor Note has been funded in full. In the event we don’t pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the March 2021 Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral the outstanding balance of the March 2021 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the March 2021 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the March 2021 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the March 2021 Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the March 2021 Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the March 2021 Streeterville Note (each an “ Equity Payment The March 2021 Streeterville Note provides that if any of the following events have not occurred on or before June 30, 2021, the then outstanding balance of the note (including accrued and unpaid interest) increases by an amount equal to 25% of the then-current outstanding balance thereof: (a) HotPlay must have become a wholly-owned subsidiary of the Company; (b) during the period beginning on July 21, 2020, and ending on the date that the HotPlay Share Exchange is consummated, HotPlay must have raised at least $15,000,000 in cash or debt through equity investments (which has been completed); (c) upon consummation of the HotPlay Share Exchange, all outstanding debt owed by the Company to HotPlay must have either been forgiven by HotPlay or converted into the Company’s common stock; and (d) HotPlay must have become a co-borrower on the March 2021 Streeterville Note (collectively, the “ March 2021 Note Transaction Conditions The March 2021 Note Purchase Agreement required that we complete the purchase of the Reinhart Interactive TV AG equity interests discussed below (the “ Reinhart Interest Also, on March 23, 2021, the Company and Streeterville entered into a Forbearance Letter (the “ Forbearance Letter November 2020 Streeterville Note On May 26, 2021, with funds raised through our May 2021 Underwritten Offering (discussed below), we made a payment of $1,857,250 on the March 2021 Streeterville Note, which had a balance of approximately $6 million as of May 29, 2021. Letter of Intent to Acquire Axion shares On October 28, 2020, the Company entered into a non-binding Letter of Intent (as amended by the first amendment thereto dated March 10, 2021, the “ Letter of Intent Pursuant to the Letter of Intent, the Company agreed, subject to certain condition precedents, including regulatory approvals and the entry into material agreements with the sellers, to acquire approximately 12 million shares of Axion, equal to 5.7% of Axion’s outstanding shares, from the stockholders for approximately $2 million, payable in a combination of stock and cash. In connection with our entry into the Letter of Intent, we paid the sellers a $500,000 non-refundable deposit towards the cash purchase price of the shares in or around October 2020 (representing 25% of such purchase price). We also issued the sellers 235,000 shares of common stock in March 2020, representing an additional 25% of the purchase price. Both payments are non-refundable. A final payment of 50% of the purchase price is due 10 days after the British Columbia Securities Commission (BCSC) lifts a cease trade order on Axion’s shares and is payable at the option of the sellers in cash or shares of the Company’s common stock, based on a 20% discount to the Company’s stock price at the time the election to take such final payment in shares is made, provided that such stock price valuation will not be less than $2.00 per share and not more than $3.00 per share. The Letter of Intent terminates if the final payment has not been made by the earlier of June 30, 2021 and 15 days after the BCSC lifts the Axion no trade order. The purchase is also contingent on the sellers granting the Company a proxy to vote the shares to be purchased of Axion through closing. The purchase remains subject to the negotiation of, and entry into, a definitive purchase agreement with the sellers, as well as other closing conditions, which have not been entered into and/or which have not been completed, to date. Reinhart Interactive TV AG and Zappware N.V. Acquisition On January 15, 2021, the Company entered into a Founding Investment and Subscription Agreement (the “ Investment Agreement Reinhart Founder The Investment Agreement contemplated the Company acquiring 51% of the ownership of Reinhart, in consideration for 10,000,000 Swiss Francs (approximately $10.8 million US), The closing of the transactions contemplated by the Investment Agreement was to take place on April 1, 2021, or earlier if the conditions to closing were earlier satisfied. Conditions to closing included the Company paying the required capital contribution, approval of the transaction by the board of directors of the Company and Reinhart, and certain requirements and confirmations required by Swiss law. The Investment Agreement included customary representations and warranties of the parties. We also agreed to reimburse the Founder’s legal fees of up to 30,000 Swiss Francs (approximately $33,670) in connection with the transaction. Additionally, in the event we failed to close the transactions contemplated by the Investment Agreement by April 1, 2021, we agreed to pay the Founder 500,000 Swiss Francs (approximately $560,000), as a break-up fee. We closed the transactions contemplated by the Investment Agreement on March 31, 2021, by paying the Founder $10.8 million in cash. The consideration paid to the Founder came largely from funds advanced by HotPlay pursuant to HotPlay Notes. 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 (the “ Shareholders’ Agreement The Shareholders’ Agreement also provides a right for the Founder and any other persons appointed as directors by the Founder to put their shares to the Company, at which time the Company will be required to purchase such shares (the “ Founder’s Shares The Shareholders’ Agreement also allows the parties to file for an initial public offering on a Swiss trading exchange. The Shareholders’ Agreement has a term of 10 years, extendable thereafter for successive five-year periods, unless terminated by either party with 12 months prior written notice (provided that any such termination shall only be applicable to the terminating shareholder), subject to earlier termination in connection with certain initial public offerings. Convertible Promissory Notes On April 8, 2021, the Company entered into an Exchange Agreement with William Kerby, its Chief Executive Officer and director and Monaco Investment Partners II, LP (“ MI Partners Exchange Agreement Accrued Dividends Convertible Promissory Notes The Convertible Promissory Notes accrue interest at the rate of 12% per annum, compounded monthly at the end of each calendar month, with such interest payable at maturity or upon conversion. The principal and accrued interest owed under the Convertible Promissory Notes is convertible, at the option of the holders thereof, into shares of the Company’s common stock, at any time beginning seven days after the Closing Date (defined below) and prior to the payment in full of such Convertible Promissory Notes by the Company, at a conversion price equal to the greater of (i) the closing consolidated bid price of the Company’s common stock on April 8, 2021 (which was $3.02); and (ii) the five-day volume weighted average price of the Company’s common stock for the five trading days following the date that the HotPlay Exchange Agreement closes. The Convertible Promissory Notes are unsecured, have a maturity date of April 7, 2022, and include standard and customary events of default. IFEB Bank Transaction On April 1, 2021, we entered into a Bill of Sale for Common Stock, effective March 22, 2021 (the “ Bill of Sale IFEB Shares IFEB IFEB was incorporated in 2017 as a corporation under the laws of the Commonwealth of Puerto Rico and received its international financial entity license on June 18, 2017 from the Office of the Commissioner of Financial Institutions of Puerto Rico, in Spanish, “ Oficina del Comisionado de Instituciones Financieras OCIF FRB Notwithstanding the terms of the Bill of the Sale, and the payment by the Company of the aggregate purchase price pursuant thereto, the transfer of the IFEB Shares to the Company and the Company’s acquisition of control of IFEB is subject to review of the Company’s financial viability, as well as other matters, by OCIF, and as such, the Company has filed a formal change of control application which must be approved before taking ownership and control of the IFEB Shares. The Company anticipates completing the acquisition of the IFEB Shares by approximately the end of June 2021. On May 6, 2021, in anticipation of the acquisition of the IFEB Shares, and control of IFEB, the Company and IFEB entered into a Preferred Stock Exchange Agreement, which was amended by a First Amendment to Preferred Stock Exchange Agreement entered into May 10, 2021 and effective May 6, 2021 (as amended by the first amendment, the “ Preferred Exchange Agreement Monaker Shares IFEB Preferred Shares The IFEB Preferred Shares will have a coupon of 2% per annum, payable in quarterly installments in arrears. The IFEB Preferred Shares will be redeemable by the Company; however, IFEB may, by the vote of the holders of a majority of its outstanding common stock, call and redeem the IFEB Preferred Shares in exchange for the Monaker Shares, plus accrued interest on the IFEB Preferred Shares at the time of any such redemption; and upon a Change of Control (defined below), the Company may cause IFEB to repurchase the IFEB Preferred Shares in exchange for the Monaker Shares, plus accrued interest at the time of any such Change of Control. “ Change of Control The closing of the transactions contemplated by the Preferred Exchange Agreement, including the issuance of the Monaker Shares and IFEB Preferred Shares, are subject to various closing conditions, including, but not limited to IFEB receiving approval from OCIF to issue preferred stock (including the Series A preferred shares), and the filing of a formal designation of the Series A preferred stock by IFEB with the Secretary of State of Puerto Rico. As such, the transactions contemplated by the Preferred Exchange Agreement may not close on a timely basis, if at all. If not closed by June 30, 2021, the Preferred Exchange Agreement can be terminated by either party with written notice to the other. 2021 Equity Incentive Plan On April 7, 2021, stockholders approved the adoption of the Company’s 2021 Equity Incentive Plan (the “ 2021 Plan Share Limit evergreen Warrant Grants On or around March 19, 2021 and March 22, 2021, the Company issued warrants to purchase an aggregate of 160,000 shares of common stock to seven warrant holders (all unrelated third parties) in consideration for the immediate exercise of newly granted warrants. The warrants replaced prior warrants which had expired in 2020 (which had exercise prices from between $3.75 and $5.00 per share) and had an exercise price of $2.00 per share and an expiration date on March 31, 2021 (the “ New Warrants Warrant Exchanges On or around March 19, 2021 and March 22, 2021, the Company exchanged warrants to purchase an aggregate of 51,900 shares of common stock held by two of the same warrant holders who were granted New Warrants, which had an exercise price of $5.13 per share and an expiration date of July 30, 2022, for new warrants had an exercise price of $2.00 per share and an expiration date on March 31, 2021 (the “ Exchanged Warrants Director Compensation and Resignations On April 7, 2021, each of Mr. Pasquale “ Pat Jamie Such resignations were solely in connection with the required terms and conditions of the HotPlay Exchange Agreement, which requires that the board of directors of the Company at the closing thereof increase to nine members, with four appointed by HotPlay, two appointed by Monaker, and three appointed mutually by Monaker and HotPlay. Also on April 7, 2021, the board of directors of the Company ratified the current compensation payable to members of the board of directors, which provides that each non-executive member of the Board be paid (a) compensation of 20,000 shares per year; (b) compensation of 5,000 shares per year, if they are the chairperson of any committee of the board of directors; and (c) compensation of 10,000 shares per year, to the Chairman of the Board (collectively, the “ Board Compensation Terms Fiscal 2022 Board Compensation Shares Plan On April 7, 2021, the Company entered into a Lock-Up Agreement with each of the non-executive members of the board of directors. Pursuant to the Lock-Up Agreements, each non-executive director agreed not to transfer, sell, pledge or assign any of their applicable Fiscal 2022 Board Compensation Shares until March 1, 2022. William Kerby Bonus On April 7, 2021, the board of directors of the Company, consistent with the employment agreement of Mr. William Kerby, the Chief Executive Officer of the Company, which provides for Mr. Kerby to receive a base salary of $400,000 per year, and an annual bonus payable at the discretion of the board of directors, of up to 100% of his base salary (50% based on meeting short term goals and 50% based on meeting long-term goals), and other bonuses which may be granted from time to time in the discretion of the board of directors, agreed to award Mr. Kerby a discretionary bonus for fiscal 2021 of $400,000, which is payable in cash or shares of common stock, at Mr. Kerby’s option, under the Plan, with a conversion price of $3.02 per share, the closing sales price of the Company’s common stock on the date the board of directors approved such bonus. If Mr. Kerby exercises his right to receive the entire bonus in shares of common stock, he would be due 132,450 shares of common stock. May 2021 Underwritten Offering On May 13, 2021, the Company entered into an underwriting agreement (the “ Underwriting Agreement Kingswood Underwriters Offering also granted the underwriters a 45-day option to purchase up to an additional 484,500 shares of common stock to cover over-allotments, if any, which over-allotment option was exercised in full. Kingswood acted as sole book-running managers for the Offering. The Company paid the Underwriters a cash fee equal to 6% of the aggregate gross proceeds received by the Company in connection with the Offering, paid the Underwriters a non-accountable expense allowance equal to 1% of the aggregate gross proceeds received by the Company in connection with the Offering, and reimbursed certain expenses of the Underwriters. The net proceeds to the Company from the Offering, after deducting the underwriting discounts and commissions and Offering expenses, were approximately $8.5 million. The Company intends to use the net proceeds from the Offering to repay approximately $4.2 million owed to Streeterville, provide capital to IFEB in advance of the closing of the acquisition of control of IFEB (which acquisition is pending, subject to closing conditions, and may not be completely timely, if at all), for general corporate purposes and working capital or for other purposes that the board of directors, in their good faith, deems to be in the best interest of the Company. We may also use all or a portion of the remaining net proceeds from this offering (after the payments described above) to fund possible investments in, or acquisitions of, complementary businesses, technologies or products; however, we currently have no definitive agreements or commitments with respect to any investment or acquisition. Pursuant to the Underwriting Agreement, the Company agreed, subject to certain exceptions, not to offer, issue or sell any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of 45 days following the Offering, without the prior written consent of Kingswood. In connection with the Offering, each of our officers and directors agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of our Common Stock or other securities convertible into or exercisable or exchangeable for shares of our Common Stock for a period of 45 days after the Offering is completed, without the prior written consent of Kingswood. Streeterville Waiver and Funding Effective on May 26, 2021, Streeterville agreed to waive the requirement that we use 20% of the proceeds from our May 2021 underwritten offering to repay amounts owed under the November 2020 Streeterville Note, contingent upon our payment of 20% of the proceeds from our May 2021 underwritten offering towards the balance of the March 2021 Streeterville Note. We made a required monthly redemption payment of $1,250,000 to Streeterville under the November 2020 Streeterville Note on May 26, 2021, with funds obtained pursuant to the May 2021 underwritten offering. We made a required Equity Payment of $1,857,250 to Streeterville under the March 2021 Streeterville Note on May 26, 2021, with funds raised through the May 2021 underwritten offering, which represented approximately 20% of the funds raised in such offering. Also on May 26, 2021, Streeterville funded the March 2021 Investor Note (in the amount of $1.5 million) in full. On June 1, 2021, Streeterville agreed to defer 50% of the April 2021 Note Increase which was otherwise to occur due to the Company’s failure to timely meet all of the November 2020 Note Transaction Conditions. As such, a total of $506,085 has been capitalized into the outstanding balance of the November 2020 Streeterville Note effective as of April 30, 2021, and the remaining $506,085 of the April 2021 Note Increase will only be added to the balance of the November 2020 Streeterville Note if the Company fails to meet the November 2020 Transaction Conditions by June 30, 2021. Separately, if the Company does not meet the March 2021 Note Transaction Conditions by June 30, 2021, the March 2021 Streeterville Note will be subject to the June 2021 Note Increase. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Feb. 28, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations and Business Organization | 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. |
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 the consolidated 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 consolidated 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 consolidated 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 February 28, 2021 and February 29, 2020. |
Website Development Costs | Website Development Costs The Company accounts for website development costs in accordance with ASC 350-50 “ Website Development Costs |
Software Development Costs | Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ ASC 985-20-25 |
Fixed Assets | Fixed Assets The Company purchases computers, laptops, furniture and fixture. The computers and laptops are recorded as fixed assets with a useful life of 3 years. The furniture and fixture are recorded as a fixed asset with a useful life of 5 years. Straight-line depreciation is used for all fixed assets. |
Business Combination | Business Combination The Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ ASC 805 |
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 $210,507 and $293,804 during the years ended February 28, 2021 and February 29, 2020, 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. |
Foreign Currency Translation | Foreign Currency Translation The Company prepares the financial statements of its foreign subsidiaries using the local currency as the functional currency. The assets and liabilities of the Company’s foreign subsidiaries are translated in to U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholder’s equity through other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Income and expenses are translated at the average monthly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statements of net and comprehensive loss. The effect of foreign currency translation on cash and cash equivalents is reflected in cash flows from operating activities on the consolidated statements of cash flows. |
Derivative Instruments | Derivative Instruments The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with ASC topic 815, Accounting for Derivative Instruments and Hedging Activities (“ ASC 815 The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, the Company generally uses the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk-free rates) necessary to determine the fair value of these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of this accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial period result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial period result in the application of non-cash derivative income. Based upon ASC 815-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible debentures. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. 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 FASB 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 several outstanding warrants that contain down round features as derivative instruments. |
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 is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. |
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, where any commissions received was insignificant. 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, transactions 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. |
Advertising Expense | Advertising Expense Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying consolidated financial statements. Advertising expense for the years ended February 28, 2021 and February 29, 2020, was $461,606 and $135,303, respectively. |
Stock Based Compensation | Stock Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718, “ Compensation – Stock Compensation The Company adopted ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ASU 2018-7 |
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. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “ Accounting for Income Taxes, The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of February 28, 2021, the Company’s income tax returns for tax years ending February 29, 2020, February 28, 2019, 2018, 2017, February 29, 2016, February 28, 2015, and 2014 remain potentially subject to audit by the taxing authorities. Monaker Group, Inc. follows the guidance of ASC 740, “ Income Taxes. Our effective tax rate was 25.5% for the years ended February 28, 2021 and February 29, 2020. On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act significantly changed the existing U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21%, a move from a worldwide tax system to a territorial system, as well as other changes. As a result of enactment of the legislation, we have not incurred additional income tax expense during the February 28, 2021 and February 29, 2020 fiscal year-ends. The Company does not have exposure to tax on accumulated foreign earnings or an exposure from the repeal of foreign tax credits. |
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 provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ○ Level 1 - Quoted prices in active markets for identical assets or liabilities. ○ Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ○ Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Income Taxes (TOPIC 740): Simplifying the Accounting for Income Taxes On December 18, 2019, the FASB issued new guidance that simplifies the accounting for income taxes as part of the Board’s overall initiative to reduce complexity in accounting standards. Amendments include the removal of certain exceptions to the general principles of ASC 740, Income taxes. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. The Company is assessing the impact of the new guidance. The management anticipates that the adoption of the new guidance will have no significant impact to our financial statements. Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable, and available-for-sale debt securities. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. This update is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for annual periods beginning after December 15, 2018, including interim periods within those annual periods. The pronouncement was adopted in the fiscal year ended February 29, 2020 with no impact to our financial statements. |
Website Development Costs and_2
Website Development Costs and Intangible Assets (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, both acquired and developed, including accumulated amortization | The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of February 28, 2021 and February 29, 2020: February 28, 2021 Useful Life Cost Impairment Accumulated Net Carrying In-Service Date (Estimate) Website platform 1.0 years $ 400,000 $ 400,000 $ Contracts, domains, customer lists 2.0 years 1,199,446 1,199,446 Website platform 3.0 years 635,756 635,756 Website development costs 3.0 years 912,416 885,367 27,049 Software development costs 3.0 years 1,431,321 100,492 1,330,829 Trademark & License Indefinite 2,218,985 — 2,218,985 CIP – IDS Project 3.0 years 5,196,543 2,070,000 — 3,126,543 09/01/2021 Website development costs (not in service) 3.0 years 1,378,312 1,378,312 04/01/2021 $ 13,372,779 2,070,000 $ 3,221,061 8,081,718 February 29, 2020 Useful Life Cost Accumulated Net Carrying Website platform 1.0 years $ 400,000 $ 400,000 $ — Contracts, domains, customer lists 2.0 years 1,199,447 1,199,447 — Website platform 3.0 years 37,657 37,657 — Website development costs 3.0 years 883,776 801,126 82,650 Website development costs (not placed in service) 3.0 years 1,559,262 — 1,559,262 Web platform 4.0 years 598,099 598,099 — Trademark Indefinite 6,283 — 6,283 Software Development Costs 3.0 years 48,759 48,759 CIP – IDS Project 5,015,593 — 5,015,593 $ 9,748,876 $ 3,036,329 $ 6,712,547 |
Schedule of future amortization expense | The Based on the carrying value of definite-lived intangible assets as of February 28, 2021, we estimate our amortization expense for the next five years will be as follows: Amortization Year Ended February 28, Expense 2022 $ 1,423,605 2023 1,970,932 2024 1,857,553 2025 610,643 2026 — $ 5,862,733 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
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 February 28, 2021, and February 29, 2020, and changes in such warrants outstanding for the years ending February 28, 2021 and February 29, 2020: Warrant Weighted Outstanding, February 29, 2020 1,347,391 $ 3.90 Warrants granted 1,923,850 $ 2.00 Warrants exercised/forfeited/expired (225,320 ) $ (2.00 ) Outstanding, February 28, 2021 3,045,921 $ 2.50 Common stock issuable upon exercise of warrants 3,045,921 $ 2.50 |
Schedule of common stock issuable upon exercise of warrants outstanding and warrants exercisable | Common Stock Issuable Upon Exercise of Common Stock Issuable Upon Range of Number Weighted Weighted Number Weighted $ 2.00 2,436,250 2.30 $ 2.00 2,436,250 $ 2.00 $ 2.85 175,000 0.82 $ 2.85 175,000 $ 2.85 $ 5.00 2,000 0.09 $ 5.00 2,000 $ 5.00 $ 5.13 411,671 1.42 $ 5.13 411,671 $ 5.13 $ 5.63 21,000 1.28 $ 5.63 21,000 $ 5.63 3,045,921 1.18 $ 2.50 3,045,921 $ 2.50 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of obligations under written commitments | The following schedule represents obligations and commitments on the part of the Company that are not included in liabilities: Current Long Term FYE 2022 FYE 2023 Totals Office Leases $ 75,094 $ 209,629 $ 284,723 Insurance and Other 55,916 55,916 111,832 Totals $ 131,010 $ 265,545 $ 396,555 |
Business Segment Reporting (Tab
Business Segment Reporting (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment information | For the year ended February 28, 2021 NextTrip Longroot Total Sales $ 48,338 $ — $ 48,338 Net loss $ (16,490,188 ) $ (18,467) $ (16,508,655) For the year ended February 29, 2020 NextTrip Longroot Total Sales $ 441,769 $ — $ 441,769 Net loss $ (9,454,686 ) $ — $ (9,454,686) |
Schedule of geographic information | Sales 2021 2020 United States $ 48,338 $ 441,769 Non-United States $ — $ — $ 48,338 $ 441,769 Long-lived Assets 2021 2020 United States $ 10,517,697 $ 8,658,050 Non-United States $ 2,577,705 $ — $ 13,095,402 $ 8,658,050 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes consists of the following components for the years ended February 28, 2021 and February 29, 2020: 2021 2020 Current $ — $ — Deferred — — $ — $ — |
Schedule of deferred income tax assets and liabilities | The components of deferred income tax assets and liabilities for the years ended February 28, 2021 and February 29, 2020, are as follows: 2021 2020 Net operating loss carry-forwards $ 38,760,093 $ 32,292,252 Equity based compensation 4,329,000 4,329,000 Amortization and impairment of intangibles 581,529 74,920 Total deferred assets 43,670,622 36,696,172 Valuation allowance (43,670,622 ) (36,696,172 ) $ — $ — |
Schedule of effective income tax rates | The effective tax rates for years ended February 28, 2021 and February 29, 2020 were computed by applying the federal and state statutory corporate tax rates as follows: 2021 2020 Statutory Federal income tax rate -21.0 % -21.0 % State taxes, net of Federal -4.5 % -4.5 % Permanent difference -1.0 % -1.0 % Change in valuation allowance 26.5 % 26.5 % 0 % 0 % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Feb. 28, 2021 | |
Weighted average number of common shares outstanding | |
Schedule of numerators and denominators of basic and diluted earnings per share | The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per-share computations for each of the past two fiscal years: For the year ended February 28, 2021: Income Weighted Per Share Basic earnings $ (16,504,039 ) 14,728,741 $ (1.12 ) Effect of dilutive securities — — — Dilutive earnings $ (16,504,039 ) 14,728,741 $ (1.12 ) For the year ended February 29, 2020: Basic earnings (losses) $ (9,454,686 ) 11,773,633 $ (0.80 ) Effect of dilutive securities — — — Dilutive earnings $ (9,454,686 ) 11,773,633 $ (0.80 ) |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Amortization expense of intangible assets | $ 210,507 | $ 293,804 |
Advertising expense | $ 461,606 | $ 135,303 |
U.S. tax corporate tax rate | 21.00% | |
Previous U.S. tax corporate tax rate | 35.00% | |
Effective tax rate | 25.50% | |
Website Development Costs [Member] | ||
Finite-lived intangible asset, useful life | 3 years | 3 years |
Computer Equipment [Member] | ||
Fixed assets, useful life | 3 years | |
Furniture And Fixtures [Member] | ||
Fixed assets, useful life | 5 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Feb. 28, 2021 | Feb. 29, 2020 |
Going Concern | ||
Accumulated deficit | $ 132,340,979 | $ 115,852,897 |
Monthly cash requirement | 600,000 | |
Current liabilities | $ 6,835,073 | $ 4,078,849 |
Notable Financial Information (
Notable Financial Information (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Prepaid expenses and other current assets | $ 1,864,279 | $ 334,995 |
Increase in prepaid expenses and other current assets | 1,529,284 | |
Board of Director compensation | 532,950 | |
Annual and perpetual license fees | 393,260 | |
Business consulting service contracts | 353,357 | |
Security deposits | 258,296 | 53,279 |
Inrease in security deposits | 205,017 | |
Other Receivable, related parties | 216,647 | |
Fixed Assets, net | 101,573 | 19,664 |
Increase in fixed assets | 81,909 | |
Accounts payable and accrued expenses | 1,793,239 | $ 833,679 |
Increase in accounts payable and accrued expenses | 959,560 | |
Acquisition payable | 450,000 | |
Bonus payable | 400,000 | |
Accrued legal expense | 123,000 | |
Accrued stock compensation | 113,438 | |
Accrued marketing and networking expense | 57,690 | |
True Axion Interactive, Ltd [Member] | ||
Other Receivable, related parties | 99,456 | |
HotNow Company Limited [Member] | ||
Other Receivable, related parties | 96,527 | |
New Office [Member] | ||
Inrease in security deposits | 169,930 | |
Previous Office [Member] | ||
Inrease in security deposits | 14,234 | |
Office Equipment [Member] | ||
Increase in fixed assets | 18,300 | |
Other [Member] | ||
Increase in fixed assets | $ 63,550 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) | Feb. 28, 2021USD ($)$ / shares | Jan. 13, 2021USD ($)shares | Feb. 20, 2019USD ($)$ / sharesshares | May 31, 2018USD ($)$ / shares | Nov. 21, 2017USD ($)shares | Aug. 29, 2017USD ($) | Feb. 28, 2021USD ($)$ / shares | Oct. 19, 2020USD ($) | Oct. 10, 2020USD ($) | Aug. 31, 2020$ / shares | Feb. 29, 2020USD ($) | Jul. 02, 2018USD ($)$ / sharesshares | Aug. 31, 2017Number | Aug. 30, 2017 |
Value of shares issued under acquisitions | $ 428,000 | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 2.67 | |||||||||||||
Bettwork Industries, Inc. [Member] | ||||||||||||||
Purchase price of assets sold | $ 2,900,000 | |||||||||||||
Bettwork Industries, Inc. [Member] | Secured Promissory Note [Member] | ||||||||||||||
Amended note receivable face amount | $ 230,000 | |||||||||||||
Notes receivable face amount | $ 200,000 | |||||||||||||
Interest rate | 12.00% | |||||||||||||
Outstanding principal balance | $ 190,000 | 190,000 | $ 190,000 | |||||||||||
Allowance for bad debt | 190,000 | |||||||||||||
Amount received from related party | $ 40,000 | |||||||||||||
Default rate | 18.00% | |||||||||||||
Beneficial ownership percentage | 4.99% | |||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note - Right to Own [Member] | ||||||||||||||
Notes receivable face amount | $ 1,600,000 | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1 | $ 0.75 | ||||||||||||
Outstanding principal balance | 0 | $ 0 | 0 | |||||||||||
Promissory note repurchased, number of shares | shares | 2,133,333 | |||||||||||||
Deferred gain | $ 1,600,000 | $ 1,600,000 | ||||||||||||
Beneficial ownership percentage | 9.99% | |||||||||||||
Bettwork Industries, Inc. [Member] | Secured Convertible Promissory Note [Member] | ||||||||||||||
Notes receivable face amount | $ 2,900,000 | $ 2,900,000 | 2,900,000 | |||||||||||
Interest rate | 6.00% | 6.00% | ||||||||||||
Variable Interest rate spread | 3.75% | 3.75% | ||||||||||||
Basis of Variable Rate | Prime Rate | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1 | $ 1 | $ 0.75 | |||||||||||
Outstanding principal balance | $ 0 | $ 0 | 0 | |||||||||||
Allowance for bad debt | $ 2,900,000 | 2,900,000 | 2,900,000 | |||||||||||
Promissory note repurchased, number of shares | shares | 3,866,667 | |||||||||||||
Beneficial ownership percentage | 4.99% | |||||||||||||
Crystal Falls Investments LLC [Member] | Secured Promissory Note [Member] | ||||||||||||||
Notes receivable face amount | $ 37,500 | |||||||||||||
Interest rate | 12.00% | |||||||||||||
Number of shares held in escrow | shares | 2,000,000 | |||||||||||||
Outstanding principal balance | $ 37,500 | 37,500 | $ 37,500 | |||||||||||
Allowance for bad debt | $ 37,500 | $ 37,500 | ||||||||||||
Default rate | 18.00% | |||||||||||||
Voyages North America, LLC [Member] | ||||||||||||||
Ownership interest | 71.50% | |||||||||||||
Number of hours of destination and promotional videos | Number | 16,000 | |||||||||||||
Launch360 Media, Inc. [Member] | ||||||||||||||
Ownership interest | 10.00% | |||||||||||||
Purchase Agreement [Member] | Restricted Common Stock [Member] | A-Tech LLC [Member] | ||||||||||||||
Number of shares previously issued | shares | 240,000 | |||||||||||||
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 | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 6.25 | |||||||||||||
Acquisition share price (in dollars per share) | $ / shares | $ 4.80 | |||||||||||||
Additional amount of shares issued under land acquisition | $ 319,834 |
Investment in Unconsolidated _2
Investment in Unconsolidated Affiliates (Details Narrative) - USD ($) | Jan. 21, 2021 | Apr. 30, 2020 | Mar. 31, 2020 | Dec. 22, 2017 | Aug. 31, 2016 | Feb. 28, 2021 | Feb. 29, 2020 | Jan. 31, 2021 | Jan. 12, 2021 | Aug. 31, 2020 | Jan. 31, 2020 | Apr. 23, 2019 | Apr. 16, 2019 | Apr. 15, 2019 | Feb. 28, 2019 | Jul. 02, 2018 | Feb. 28, 2015 |
Value of shares issued | $ 10,015,154 | $ 1,785,930 | |||||||||||||||
Share price (in dollars per share) | $ 2.67 | ||||||||||||||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | |||||||||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||||||||||||||
Recruiter.com Group [Member] | |||||||||||||||||
Investment owned, balance, shares | 78,137 | 139,273 | |||||||||||||||
Common Stock [Member] | |||||||||||||||||
Number of shares issued | 4,542,000 | 1,000,500 | |||||||||||||||
Value of shares issued | $ 45 | $ 10 | |||||||||||||||
Shares outstanding (in shares) | 18,765,839 | 13,069,339 | 9,590,956 | ||||||||||||||
Common Stock [Member] | Recruiter.com Group [Member] | |||||||||||||||||
Investment owned, balance, shares | 103,435 | ||||||||||||||||
Fair value | $ 350,645 | ||||||||||||||||
Accumulated fair value loss | $ 37,282 | ||||||||||||||||
Share price (in dollars per share) | $ 3.39 | ||||||||||||||||
Common Stock [Member] | Bettwork Industries, Inc. [Member] | |||||||||||||||||
Investment owned, balance, shares | 6,142,856 | 6,142,856 | 7,000,000 | ||||||||||||||
Fair value | $ 55,286 | $ 1,535,714 | $ 5,250,000 | ||||||||||||||
Accumulated fair value loss | $ 1,480,428 | $ 6,081,427 | |||||||||||||||
Share price (in dollars per share) | $ 0.09 | $ 0.25 | $ 0.75 | ||||||||||||||
Settlement Agreement [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") | |||||||||||||||||
Number of shares issued | 20,000 | ||||||||||||||||
Settlement amount | $ 100,000 | ||||||||||||||||
Anti-dilution protection limitation (in dollars per share) | $ 0.05 | ||||||||||||||||
Settlement Agreement [Member] | NestBuilder.com Corp ("Nestbuilder") and American Stock Transfer & Trust Company, LLC ("AST") | Restricted Common Stock [Member] | |||||||||||||||||
Number of shares issued | 49,411 | ||||||||||||||||
Conversion of shares | 44,470,101 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | 0.01 | |||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||
Shares outstanding (in shares) | 3,828,500 | ||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||
Common stock, authorized (in shares) | 7,500,000,000 | 1,500,000,000 | |||||||||||||||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.001 | |||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.001 | |||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Common Stock [Member] | |||||||||||||||||
Investment owned, balance, shares | 54,887,546 | ||||||||||||||||
Number of shares issued | 109,775 | 2,200 | |||||||||||||||
Number of shares held after the reverse split | 109,775 | ||||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Investment owned, balance, shares | 75,000 | 3,845,101 | 61,247,139 | ||||||||||||||
Investment owned, fair value | $ 0 | ||||||||||||||||
Shares outstanding (in shares) | 41,444,601 | ||||||||||||||||
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 | ||||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Common Stock [Member] | |||||||||||||||||
Investment owned, balance, shares | 61,247,139 | ||||||||||||||||
Fair value | $ 979,954 | ||||||||||||||||
Accumulated fair value loss | $ 649,020 | ||||||||||||||||
Share price (in dollars per share) | $ 0.016 | ||||||||||||||||
Shares outstanding (in shares) | 2,320,876,565 | ||||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Common Stock [Member] | Inducement Agreement [Member] | |||||||||||||||||
Number of shares issued | 2,991,929 | 3,367,664 | |||||||||||||||
Value of shares issued | $ 35,903 | $ 53,883 | |||||||||||||||
Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | Series C Preferred Stock [Member] | |||||||||||||||||
Shares outstanding (in shares) | 430,801 | ||||||||||||||||
Verus [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Investment owned, balance, shares | 44,470,101 | ||||||||||||||||
Investment owned, fair value | $ 0 | ||||||||||||||||
Nestbuilder [Member] | Common Stock [Member] | |||||||||||||||||
Investment owned, balance, shares | 49,411 | ||||||||||||||||
Investment owned, fair value | $ 0 |
Investment in Unconsolidated _3
Investment in Unconsolidated Affiliates (Details Narrative 1) - USD ($) | Nov. 16, 2020 | Feb. 28, 2021 | Feb. 29, 2020 |
Number of shares called by warrant | 1,347,391 | 3,045,921 | |
Series B Preferred Stock [Member] | |||
Conversion of shares | 0.74177 | ||
Axion Exchange Agreement [Member] | |||
Principal amount | $ 7,657,024 | ||
Ownership percentage | 33.85% | 33.85% | |
Number of shares called by warrant | 1,914,250 | ||
Percentage of control for vesting of warrants | 51.00% | ||
Number of shares issued (in shares) | 7,417,700 | ||
Accumulated fair value loss | $ 4,415,296 | ||
Investment owned, fair value | $ 4,856,825 | $ 9,272,121 | |
Axion Exchange Agreement [Member] | Series B Preferred Stock [Member] | |||
Conversion of shares | 10,000,000 | ||
Axion Exchange Agreement [Member] | Series C Preferred Stock [Member] | |||
Conversion of shares | 3,828,500 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details Narrative) | Jan. 05, 2021USD ($)shares | Nov. 16, 2020USD ($)Number$ / sharesshares | Nov. 02, 2020USD ($)$ / sharesshares | Feb. 28, 2021USD ($) |
Total consideration net of cash acquired | $ 1,373,537 | |||
Longroot Cayman [Member] | ||||
Percentage of outstanding shares owned | 75.00% | |||
Number of shares subscribed | shares | 100 | |||
Payment to acquire shares | $ 1,000,000 | |||
Two Thai Citizen Nominee Shareholders [Member] | Longroot Thailand [Member] | ||||
Percentage of outstanding shares owned | 51.00% | |||
Dr. Jason Morton [Member] | Stock Purchase Agreement [Member] | ||||
Acquisition share price | $ / shares | $ 3 | |||
Payable for acquisition | $ 900,000 | |||
Acquisition payable, number of installments | Number | 3 | |||
Payable for acquisition installments | $ 300,000 | |||
Longroot Cayman [Member] | Longroot Thailand [Member] | ||||
Percentage of outstanding shares owned | 49.00% | |||
Percentage of voting shares owned | 90.00% | |||
Longroot, Inc [Member] | Stock Purchase Agreement [Member] | ||||
Consideration in cash | $ 450,000 | $ 1,650,000 | ||
Consideration in stock | $ 450,000 | $ 428,000 | ||
Acquisition share price | $ / shares | $ 2.14 | |||
Number of restricted shares issued | shares | 150,000 | 200,000 | ||
Additional payment for acquisition | $ 150,000 | |||
Longroot, Inc [Member] | ||||
Percentage of acquisition | 100.00% | |||
Consideration in stock | $ 428,000 | |||
Working capital advance | 1,200,000 | |||
Total consideration to selling shareholder | 2,528,000 | |||
Fair value of net assets acquired | 219,940 | |||
Intangible asset (including license) | 2,212,702 | |||
Liabilities assumed | 142,983 | |||
Minority interest | $ 39,023 | |||
Longroot Limited [Member] | ||||
Percentage of outstanding shares owned | 57.00% | |||
Total consideration net of cash acquired | $ 2,250,636 |
Website Development Costs and_3
Website Development Costs and Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Cost | $ 13,372,779 | $ 9,748,876 |
Impairment | 2,070,000 | |
Accumulated Amortization | 3,221,061 | 3,036,329 |
Net Carrying Value | 8,081,718 | 6,712,547 |
Trademark [Member] | ||
Cost | 6,283 | |
Net Carrying Value | $ 6,283 | |
Trademark & License [Member] | ||
Cost | 2,218,985 | |
Net Carrying Value | $ 2,218,985 | |
Website Platform [Member] | ||
Useful Life | 1 year | 1 year |
Cost | $ 400,000 | $ 400,000 |
Accumulated Amortization | $ 400,000 | $ 400,000 |
Contracts, Domains, Customer Lists [Member] | ||
Useful Life | 2 years | 2 years |
Cost | $ 1,199,446 | $ 1,199,447 |
Accumulated Amortization | $ 1,199,446 | $ 1,199,447 |
Website Platform [Member] | ||
Useful Life | 3 years | 3 years |
Cost | $ 635,756 | $ 37,657 |
Accumulated Amortization | $ 635,756 | $ 37,657 |
Website Development Costs [Member] | ||
Useful Life | 3 years | 3 years |
Cost | $ 912,416 | $ 883,776 |
Accumulated Amortization | 885,367 | 801,126 |
Net Carrying Value | $ 27,049 | $ 82,650 |
Website Development Costs (not in service) [Member] | ||
Useful Life | 3 years | 3 years |
Cost | $ 1,378,312 | $ 1,559,262 |
Net Carrying Value | $ 1,378,312 | $ 1,559,262 |
In-Service Date (Estimate) | Apr. 1, 2021 | |
Web Platform [Member] | ||
Useful Life | 4 years | |
Cost | $ 598,099 | |
Accumulated Amortization | $ 598,099 | |
Software Development Costs [Member] | ||
Useful Life | 3 years | 3 years |
Cost | $ 1,431,321 | $ 48,759 |
Accumulated Amortization | 100,492 | |
Net Carrying Value | $ 1,330,829 | 48,759 |
CIP - IDS Project [Member] | ||
Useful Life | 3 years | |
Cost | $ 5,196,543 | 5,015,593 |
Impairment | 2,070,000 | |
Net Carrying Value | $ 3,126,543 | $ 5,015,593 |
In-Service Date (Estimate) | Sep. 1, 2021 |
Website Development Costs and_4
Website Development Costs and Intangible Assets (Details 1) | Feb. 28, 2021USD ($) |
Year Ended February 28, | |
2022 | $ 1,423,605 |
2023 | 1,970,932 |
2024 | 1,857,553 |
2025 | 610,643 |
Total | $ 5,862,733 |
Website Development Costs and_5
Website Development Costs and Intangible Assets (Details Narrative) - USD ($) | May 18, 2021 | Aug. 15, 2019 | Feb. 28, 2021 | Feb. 29, 2020 | Feb. 28, 2021 |
Intangible assets with indefinite useful lives | $ 2,218,985 | $ 2,218,985 | |||
Trademark aquisition cost | 183 | ||||
Capitalized software development costs | 48,759 | ||||
Amortization of intangibles | 210,507 | $ 293,804 | |||
Impairment of Intangible Asset | $ 2,070,000 | ||||
Intellectual Property [Member] | |||||
Intangible assets acquired | $ 5,196,543 | ||||
Website Development Costs [Member] | |||||
Finite-lived intangible asset, useful life | 3 years | 3 years | |||
IDS Intellectual Property [Member] | |||||
Intangible assets acquired | $ 2,850,000 | $ 4,920,000 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | May 07, 2020 | Feb. 28, 2021 | Feb. 29, 2020 |
Short-term Debt [Line Items] | |||
Line of credit outstanding | $ 0 | ||
Line of Credit - The National Bank of Commerce [Member] | |||
Short-term Debt [Line Items] | |||
Interest charged | 3,313 | $ 74,858 | |
Accrued interest | $ 0 | $ 0 | |
National Bank [Member] | Prior Promissory Note [Member] | |||
Short-term Debt [Line Items] | |||
Debt maturity date | Jun. 30, 2020 | ||
National Bank [Member] | Prior Promissory Note [Member] | Prime Rate [Member] | |||
Short-term Debt [Line Items] | |||
Interest rate basis spread | 1.00% | ||
National Bank [Member] | New Promissory Note [Member] | |||
Short-term Debt [Line Items] | |||
Debt maturity date | Dec. 31, 2020 | ||
Effective interest rate | 6.25% | ||
National Bank [Member] | New Promissory Note [Member] | Minimum [Member] | |||
Short-term Debt [Line Items] | |||
Interest rate | 4.50% | ||
National Bank [Member] | New Promissory Note [Member] | Prime Rate [Member] | |||
Short-term Debt [Line Items] | |||
Interest rate basis spread | 3.00% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Nov. 23, 2020 | Aug. 14, 2020 | May 08, 2020 | Feb. 28, 2021 | Jan. 06, 2021 | Dec. 28, 2020 | Nov. 24, 2020 | Nov. 02, 2020 | Sep. 30, 2020 | Sep. 18, 2020 | Sep. 02, 2020 | Aug. 31, 2020 |
Hot Play Exchange Agreement [Member] | Common Stock [Member] | ||||||||||||
Conversion price (in dollars per share) | $ 2 | |||||||||||
Hot Play Exchange Agreement [Member] | Convertible Notes [Member] | ||||||||||||
Interest rate | 18.00% | |||||||||||
Advanced amount | $ 50,000 | $ 450,000 | $ 100,000 | $ 400,000 | $ 1,000,000 | $ 700,000 | $ 300,000 | $ 1,000,000 | ||||
Total convertible notes | $ 3,000,000 | |||||||||||
Streeterville Capital, LLC [Member] | Note Purchase Agreement [Member] | Promissory Note [Member] | ||||||||||||
Debt instrument maturity terms | 12 months | |||||||||||
Interest rate | 10.00% | |||||||||||
Principal amount | $ 5,520,000 | |||||||||||
Amount that may be redeemed if Investor Note has not been funded | 800,000 | |||||||||||
Amount that may be redeemed if Investor Note has been funded | $ 1,250,000 | |||||||||||
Percentage added to note if redemption is not paid | 25.00% | |||||||||||
Percentage increases upon occurrence | 30.00% | |||||||||||
Percentage increases by upon occurrence | 2.00% | |||||||||||
Initial cash purchase price for note | $ 3,500,000 | |||||||||||
Debt issuance costs | 370,000 | |||||||||||
Total amount due | 3,870,000 | |||||||||||
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 increase percentage upon failure to pay Equity Payment | 10.00% | |||||||||||
Note increase percentage upon funding right not exercised | 3.00% | |||||||||||
Note increase percentage upon failure to comply with right of first refusal | 10.00% | |||||||||||
Note increase percentage upon each major default | 15.00% | |||||||||||
Note increase percentage upon each other default | 5.00% | |||||||||||
Note increase maximum aggregate percentage for defaults | 30.00% | |||||||||||
Note increase percentage if specified events do not occur | 25.00% | |||||||||||
Minimum funding amount to prevent note increase | $ 15,000,000 | |||||||||||
Streeterville Capital, LLC [Member] | Note Purchase Agreement [Member] | Investor Note [Member] | ||||||||||||
Interest rate | 10.00% | |||||||||||
Principal amount | $ 1,500,000 | |||||||||||
Maturity date | Nov. 23, 2021 | |||||||||||
Commercial Bank [Member] | ||||||||||||
Accrued interest | $ 561 | |||||||||||
Debt instrument maturity terms | 2 years | |||||||||||
Interest rate | 1.00% | |||||||||||
Debt payment commencement date | Nov. 8, 2020 | |||||||||||
Principal amount | $ 176,534 | |||||||||||
Debt instrument issuance date | May 8, 2020 | |||||||||||
Maturity date | May 8, 2022 | |||||||||||
Loan forgiveness | $ 176,534 |
Related Party Promissory Note_2
Related Party Promissory Notes and Transactions (Details Narrative) - USD ($) | Apr. 08, 2021 | Apr. 07, 2021 | Dec. 07, 2020 | Dec. 02, 2020 | Nov. 16, 2020 | Nov. 06, 2020 | Sep. 22, 2020 | Sep. 08, 2020 | Sep. 02, 2020 | Jul. 27, 2020 | Jul. 20, 2020 | Jul. 07, 2020 | Jun. 10, 2020 | Jun. 09, 2020 | Apr. 27, 2020 | Apr. 17, 2020 | Mar. 27, 2020 | Mar. 26, 2020 | Mar. 13, 2020 | Feb. 12, 2020 | Jan. 29, 2020 | Jan. 22, 2020 | Dec. 27, 2019 | Dec. 09, 2019 | Oct. 29, 2019 | Dec. 31, 2020 | Jan. 31, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Aug. 31, 2020 | Aug. 21, 2020 | May 31, 2020 | Feb. 28, 2019 | Feb. 04, 2019 | Aug. 31, 2016 |
Share price | $ 2.67 | ||||||||||||||||||||||||||||||||||
Balance amount | $ 0 | ||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 3.32 | $ 2.50 | |||||||||||||||||||||||||||||||||
Warrants exercise amount | $ 250,000 | $ 275,087 | |||||||||||||||||||||||||||||||||
Bonus payable | 400,000 | ||||||||||||||||||||||||||||||||||
Longroot, Inc [Member] | |||||||||||||||||||||||||||||||||||
Percentage of acquisition | 100.00% | ||||||||||||||||||||||||||||||||||
Longroot Limited [Member] | |||||||||||||||||||||||||||||||||||
Percentage of outstanding shares owned | 57.00% | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||||||||
Annual compensation for non-executive board members, shares | 20,000 | ||||||||||||||||||||||||||||||||||
Annual compensation for committee chairperson, shares | 5,000 | ||||||||||||||||||||||||||||||||||
Annual compensation for chairman, shares | 10,000 | ||||||||||||||||||||||||||||||||||
Shares granted for compensation | 165,000 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Mr. Kerby [Member] | |||||||||||||||||||||||||||||||||||
Annual base salary | $ 400,000 | ||||||||||||||||||||||||||||||||||
Bonus percentage of salary, maximum | 100.00% | ||||||||||||||||||||||||||||||||||
Bonus percentage for short term goals | 50.00% | ||||||||||||||||||||||||||||||||||
Bonus percentage for long term goals | 50.00% | ||||||||||||||||||||||||||||||||||
Bonus payable | $ 400,000 | ||||||||||||||||||||||||||||||||||
Bonus shares conversion price per share | $ 3.02 | ||||||||||||||||||||||||||||||||||
Bonus shares due upon conversion | 132,450 | ||||||||||||||||||||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||||||||
Percentage of default interest | 18.00% | ||||||||||||||||||||||||||||||||||
Percentage of original issue discount | 2.00% | ||||||||||||||||||||||||||||||||||
Promissory Notes [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||||||||
Principal amount | $ 150,000 | ||||||||||||||||||||||||||||||||||
Promissory Notes [Member] | Pasquale Pat LaVecchia [Member] | |||||||||||||||||||||||||||||||||||
Principal amount | $ 25,000 | $ 25,000 | |||||||||||||||||||||||||||||||||
Repayment of debt | 26,225 | ||||||||||||||||||||||||||||||||||
Accrued interest | 1,225 | ||||||||||||||||||||||||||||||||||
Promissory Notes [Member] | Donald P. Monaco [Member] | |||||||||||||||||||||||||||||||||||
Principal amount | $ 2,700,000 | $ 700,000 | |||||||||||||||||||||||||||||||||
Promissory Notes [Member] | Robert Mendola Jr [Member] | |||||||||||||||||||||||||||||||||||
Principal amount | 150,000 | ||||||||||||||||||||||||||||||||||
Repayment of debt | 157,595 | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 7,595 | ||||||||||||||||||||||||||||||||||
Revolving Monaco Trust Note [Member] | Donald P. Monaco [Member] | |||||||||||||||||||||||||||||||||||
Principal amount | 700,000 | ||||||||||||||||||||||||||||||||||
Borrowed amount | $ 50,000 | $ 250,000 | $ 50,000 | $ 300,000 | $ 75,000 | $ 100,000 | $ 200,000 | $ 300,000 | $ 200,000 | ||||||||||||||||||||||||||
Balance amount | $ 142,408 | 1,200,000 | |||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 28, 2021 | Dec. 1, 2020 | Apr. 1, 2020 | Feb. 1, 2020 | |||||||||||||||||||||||||||||||
Repayment of line of credit | $ 800,000 | 200,000 | $ 50,000 | ||||||||||||||||||||||||||||||||
Accrued interest | $ 57,592 | $ 49,784 | |||||||||||||||||||||||||||||||||
Amount available under line of credit | $ 2,800,000 | ||||||||||||||||||||||||||||||||||
IDS Inc. [Member] | |||||||||||||||||||||||||||||||||||
Number of shares required to return | 1,968,000 | ||||||||||||||||||||||||||||||||||
Beachfront Travel Consulting LLC [Member] | |||||||||||||||||||||||||||||||||||
Number of shares issued | 1,500 | ||||||||||||||||||||||||||||||||||
Number of restricted shares issued per month | 1,500 | ||||||||||||||||||||||||||||||||||
Fee expense | $ 110,000 | ||||||||||||||||||||||||||||||||||
Sirapop Taepakdee [Member] | |||||||||||||||||||||||||||||||||||
Number of shares issued | 17,500 | ||||||||||||||||||||||||||||||||||
Timothy Sikora [Member] | |||||||||||||||||||||||||||||||||||
Number of shares issued | 15,000 | ||||||||||||||||||||||||||||||||||
Longroot Thailand [Member] | Longroot Cayman [Member] | |||||||||||||||||||||||||||||||||||
Percentage of outstanding shares owned | 49.00% | ||||||||||||||||||||||||||||||||||
Percentage of voting shares owned | 90.00% | ||||||||||||||||||||||||||||||||||
Two Thai Citizen Nominee Shareholders [Member] | Longroot Thailand [Member] | |||||||||||||||||||||||||||||||||||
Percentage of outstanding shares owned | 51.00% | ||||||||||||||||||||||||||||||||||
Miss Worapin Tatun [Member] | Longroot Thailand [Member] | |||||||||||||||||||||||||||||||||||
Percentage of outstanding shares owned | 25.50% | ||||||||||||||||||||||||||||||||||
Mr Pongsabutra Viraseranee [Member] | Longroot Thailand [Member] | |||||||||||||||||||||||||||||||||||
Percentage of outstanding shares owned | 25.50% | ||||||||||||||||||||||||||||||||||
Sabby Management, LLC [Member] | |||||||||||||||||||||||||||||||||||
Number of shares issued | 125,000 | ||||||||||||||||||||||||||||||||||
Number of warrants exercised | 125,000 | ||||||||||||||||||||||||||||||||||
Warrants exercise price | $ 2 | ||||||||||||||||||||||||||||||||||
Warrants exercise amount | $ 250,000 | ||||||||||||||||||||||||||||||||||
Exchange Agreement [Member] | Convertible Promissory Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||||||||||
Debt conversion price | $ 3.02 | ||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 7, 2022 | ||||||||||||||||||||||||||||||||||
Exchange Agreement [Member] | Mr. Kerby And MI Partners [Member] | Convertible Promissory Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||
Accrued dividends | $ 1,016,314 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Dividends in arrears | $ 1,102,066 | $ 1,102,066 | $ 1,102,066 | $ 1,102,066 | $ 1,102,066 | ||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||||||||||||||||||||
Investment owned, balance, shares | 3,845,101 | 61,247,139 | 75,000 | ||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Exchange Agreement [Member] | Mr. Kerby [Member] | Convertible Promissory Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||
Principal amount | 430,889 | ||||||||||||||||||||||||||||||||||
Accrued dividends | 430,889 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Exchange Agreement [Member] | Monaco Investment Partners II, LP [Member] | Convertible Promissory Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||
Principal amount | 585,425 | ||||||||||||||||||||||||||||||||||
Accrued dividends | $ 585,425 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||
Number of shares issued | 25,562,500 | ||||||||||||||||||||||||||||||||||
Proceeds from stock issuance | $ 425,000 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Stock Purchase Agreement [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||||||||||||||||||||
Investment owned, balance, shares | 31,970,101 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Stock Purchase Agreement [Member] | Mr. Kerby [Member] | |||||||||||||||||||||||||||||||||||
Number of shares issued | 1,562,500 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Stock Purchase Agreement [Member] | Mr. Kerby [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||||||||||||||||||||
Number of shares issued | 1,562,500 | ||||||||||||||||||||||||||||||||||
Proceeds from stock issuance | $ 25,000 | ||||||||||||||||||||||||||||||||||
Share price | $ 0.016 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Stock Purchase Agreement [Member] | Monaco Investment Partners II, LP [Member] | |||||||||||||||||||||||||||||||||||
Number of shares issued | 12,500,000 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Stock Purchase Agreement [Member] | Simon Orange [Member] | |||||||||||||||||||||||||||||||||||
Number of shares issued | 12,500,000 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Stock Purchase Agreement [Member] | Simon Orange and William Kerby [Member] | |||||||||||||||||||||||||||||||||||
Number of shares issued | 15,625,000 | ||||||||||||||||||||||||||||||||||
Proceeds from stock issuance | $ 250,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrant [Member] | 12 Months Ended |
Feb. 28, 2021$ / sharesshares | |
Warrants, Outstanding [Roll Forward] | |
Outstanding, beginning | shares | 1,347,391 |
Warrants granted | shares | 1,923,850 |
Warrants exercised/forfeited/expired | shares | (225,320) |
Outstanding, ending | shares | 3,045,921 |
Common stock issuable upon exercise of warrants | shares | 3,045,921 |
Warrants, Weighted Average Exercise Price [Roll Forward] | |
Outstanding, beginning | $ / shares | $ 3.90 |
Warrants granted | $ / shares | 2 |
Warrants exercised/forfeited/expired | $ / shares | (2) |
Outstanding, ending | $ / shares | 2.50 |
Common stock issuable upon exercise of warrants | $ / shares | $ 2.50 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Warrant [Member] | 12 Months Ended |
Feb. 28, 2021$ / sharesshares | |
Warrants Outstanding, Number Outstanding | shares | 3,045,921 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 2 months 5 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.50 |
Warrants Exercisable, Number Exercisable | shares | 3,045,921 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.50 |
Exercise Price $2.00 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 2,436,250 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 18 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 2 |
Warrants Exercisable, Number Exercisable | shares | 2,436,250 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 2 |
Exercise Price $2.85 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 175,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 9 months 25 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.85 |
Warrants Exercisable, Number Exercisable | shares | 175,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 2.85 |
Exercise Price $5.00 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 2,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 month 2 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 5 |
Warrants Exercisable, Number Exercisable | shares | 2,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 5 |
Exercise Price $5.13 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 411,671 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 5 months 1 day |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 5.13 |
Warrants Exercisable, Number Exercisable | shares | 411,671 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.13 |
Exercise Price $5.63 [Member] | |
Warrants Outstanding, Number Outstanding | shares | 21,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 3 months 11 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 5.63 |
Warrants Exercisable, Number Exercisable | shares | 21,000 |
Warrants Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.63 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | ||||
Feb. 28, 2021 | Aug. 21, 2020 | May 31, 2020 | Feb. 29, 2020 | Feb. 28, 2019 | |
Number of warrants outstanding | 1,347,391 | 3,045,921 | |||
Warrant exercise price (in dollars per share) | $ 3.32 | $ 2.50 | |||
Warrants remaining term | 2 years 3 months 18 days | 1 year 2 months 5 days | |||
Common stock, issued | 18,765,839 | 13,069,339 | |||
Common stock, outstanding | 18,765,839 | 13,069,339 | |||
Series A Preferred Stock [Member] | |||||
Preferred stock, authorized | 3,000,000 | 3,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
Preferred stock, dividend rate, percentage | 10.00% | ||||
Preferred stock voting rights | The holders of record of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock. | ||||
Dividends in arrears | $ 1,102,066 | $ 1,102,066 | $ 1,102,066 | $ 1,102,066 | $ 1,102,066 |
Number of preferred share, issued | 0 | 0 | |||
Number of preferred shares outstanding | 0 | 0 | |||
Series B Preferred Stock [Member] | |||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||
Number of shares converted (in shares) | 0.74177 | ||||
Number of preferred share, issued | 10,000,000 | 0 | |||
Number of preferred shares outstanding | 10,000,000 | 0 | |||
Series B Preferred Stock [Member] | Axion [Member] | |||||
Percentage of outstanding common shares | 33.85% | ||||
Series C Preferred Stock [Member] | |||||
Preferred stock, authorized | 3,828,500 | 3,828,500 | |||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||
Description of conversion | Each share of Series C Preferred Stock is automatically, and without any required action by any Holder, converted into common stock, on a one-for one basis, upon the occurrence of certain events, including five business days after the closing of the HotPlay Exchange Agreement. | ||||
Number of preferred share, issued | 3,828,500 | 0 | |||
Number of preferred shares outstanding | 3,828,500 | 0 | |||
Preferred Stock [Member] | |||||
Preferred stock, authorized | 100,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | ||||
Warrant [Member] | |||||
Number of warrants granted | 1,923,850 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Feb. 28, 2021USD ($) |
FYE 2022 | $ 131,010 |
FYE 2023 | 265,545 |
Totals | 396,555 |
Office Leases [Member] | |
FYE 2022 | 75,094 |
FYE 2023 | 209,629 |
Totals | 284,723 |
Insurance And Other [Member] | |
FYE 2022 | 55,916 |
FYE 2023 | 55,916 |
Totals | $ 111,832 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) | Aug. 27, 2020shares | Oct. 01, 2019USD ($)ft² | Aug. 15, 2019USD ($)$ / sharesshares | Nov. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Feb. 29, 2028USD ($) | Feb. 28, 2027USD ($) | Feb. 28, 2026USD ($) | Feb. 28, 2025USD ($) | Feb. 29, 2024USD ($) | Feb. 28, 2023USD ($) | Feb. 28, 2022USD ($) | Feb. 28, 2021USD ($)ft² | Feb. 29, 2020USD ($) | May 18, 2021USD ($)Number | Aug. 31, 2020$ / shares |
Rent expense | $ 75,094 | $ 77,659 | ||||||||||||||
Right-to-Use asset | 76,762 | |||||||||||||||
Current operating lease liability | 76,762 | |||||||||||||||
Share price (in dollars per share) | $ / shares | $ 2.67 | |||||||||||||||
Value of shares issued | 10,015,154 | 1,785,930 | ||||||||||||||
Payment to be made | 396,555 | |||||||||||||||
Operating expenses | 7,974,384 | $ 6,056,421 | ||||||||||||||
Intellectual Property Purchase Agreement [Member] | IDS Inc. [Member] | Subsequent Event [Member] | ||||||||||||||||
Payment to be made | $ 2,850,000 | |||||||||||||||
Initial payment | $ 500,000 | |||||||||||||||
Number of monthly installments | Number | 12 | |||||||||||||||
Amount of monthly payment | $ 195,833 | |||||||||||||||
Intellectual Property Purchase Agreement [Member] | IDS Inc. [Member] | Restricted Common Stock [Member] | ||||||||||||||||
Number of shares issued | shares | 1,968,000 | 1,968,000 | ||||||||||||||
Share price (in dollars per share) | $ / shares | $ 2.50 | |||||||||||||||
Value of shares issued | $ 4,920,000 | |||||||||||||||
Office [Member] | ||||||||||||||||
Right-to-Use asset | 15,843 | |||||||||||||||
Current operating lease liability | 16,362 | |||||||||||||||
Long term operating lease liability | $ 0 | |||||||||||||||
Office [Member] | Florida [Member] | ||||||||||||||||
Area | ft² | 5,279 | |||||||||||||||
Office address | 1560 Sawgrass Corporate Parkway Suite 130 Sunrise, FL 33323. | |||||||||||||||
Lease term | 8 years | |||||||||||||||
Operating lease description | March 1, 2021 through July 31, 2028 | |||||||||||||||
Office [Member] | Florida [Member] | Scenario Forecast [Member] | ||||||||||||||||
Monthly rent expense | $ 20,450 | $ 20,037 | $ 19,635 | $ 19,243 | $ 18,862 | $ 17,499 | $ 6,224 | |||||||||
Office [Member] | Nevada | ||||||||||||||||
Area | ft² | 4,048 | |||||||||||||||
Office address | 6345 South Pecos Road, Suite 206, 207, and 208, Las Vegas, Nevada 89120. | |||||||||||||||
Lease term | 1 year | |||||||||||||||
Operating expenses | $ 1,100 | |||||||||||||||
Operating lease description | October 1, 2019 through September 30, 2020 | |||||||||||||||
Monthly rent expense | $ 3,643 | $ 3,789 |
Business Segment Reporting (Det
Business Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Segment Reporting Information [Line Items] | ||
Sales | $ 48,338 | $ 441,769 |
Net loss | (16,508,655) | (9,454,686) |
NextTrip [Member] | ||
Segment Reporting Information [Line Items] | ||
Sales | 48,338 | 441,769 |
Net loss | (16,490,188) | $ (9,454,686) |
Longroot [Member] | ||
Segment Reporting Information [Line Items] | ||
Net loss | $ (18,467) |
Business Segment Reporting (D_2
Business Segment Reporting (Details 1) - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Sales | $ 48,338 | $ 441,769 |
Long-lived Assets | 13,095,402 | 8,658,050 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Sales | 48,338 | 441,769 |
Long-lived Assets | 10,517,697 | $ 8,658,050 |
Non-United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived Assets | $ 2,577,705 |
Business Segment Reporting (D_3
Business Segment Reporting (Details Narrative) | 12 Months Ended |
Feb. 28, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | Feb. 28, 2021 | Feb. 29, 2020 |
Fair Value Inputs Level 1 [Member] | ||
Investments in unconsolidated affiliates | $ 5,176,995 | $ 2,829,031 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Feb. 28, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Current | |
Deferred | |
Income Tax Expense (Benefit) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Feb. 28, 2021 | Feb. 29, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forwards | $ 38,760,093 | $ 32,292,252 |
Equity based compensation | 4,329,000 | 4,329,000 |
Amortization and impairment of intangibles | 581,529 | 74,920 |
Total deferred assets | 43,670,622 | 36,696,172 |
Valuation allowance | (43,670,622) | $ (36,696,172) |
Net deferred tax assets (liabilities) |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory Federal income tax rate | (21.00%) | (21.00%) |
State taxes, net of Federal | (4.50%) | (4.50%) |
Permanent difference | (1.00%) | (1.00%) |
Change in valuation allowance | 26.50% | 26.50% |
Effective Income Tax Rate Reconciliation, Percent, Total | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Income Tax Disclosure [Abstract] | ||
Change in deferred tax assets valuation allowance, amount | $ (6,974,450) | |
Current year tax loss | 6,467,841 | |
Net operating loss carry-forwards | 38,760,093 | $ 32,292,252 |
Increase in amortization of intangibles | 506,609 | |
Amortization of intangibles | $ 0 | |
Operating loss carryforwards | $ 43,700,000 | |
Operating loss carryforwards expiration dates | between 2029 and 2039 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Income (Numerator) | ||
Basic earnings (losses) | $ (16,504,039) | $ (9,454,686) |
Dilutive earnings | $ (16,504,039) | $ (9,454,686) |
Weighted Average Shares (Denominator) | ||
Basic earnings (loss) | 14,728,741 | 11,773,633 |
Dilutive earnings (loss) | 14,728,741 | 11,773,633 |
Per Share Amount | ||
Basic earnings (losses) (in dollars per share) | $ (1.12) | $ (0.80) |
Dilutive earnings (in dollars per share) | $ (1.12) | $ (0.80) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 29, 2021 | May 06, 2021 | Apr. 08, 2021 | Apr. 07, 2021 | Mar. 26, 2021 | Mar. 23, 2021 | Mar. 22, 2021 | Mar. 08, 2021 | Jan. 15, 2021 | Nov. 23, 2020 | Oct. 28, 2020 | Mar. 31, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | Apr. 15, 2021 | Mar. 19, 2021 | Mar. 16, 2021 |
Value of shares issued | $ 10,015,154 | $ 1,785,930 | |||||||||||||||
Restricted common shares, issued | 18,765,839 | 13,069,339 | |||||||||||||||
Repayment of debt | $ 2,802,716 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Number of shares issued (in shares) | 4,542,000 | 1,000,500 | |||||||||||||||
Value of shares issued | $ 45 | $ 10 | |||||||||||||||
Shares issued for acquisition | 1,968,000 | ||||||||||||||||
Axion Ventures, Inc [Member] | Axion [Member] | |||||||||||||||||
Percentage of outstanding common shares | 33.85% | ||||||||||||||||
Shares issued for acquisition | 235,000 | ||||||||||||||||
Shares percentage of purchase | 25.00% | ||||||||||||||||
Hot Play Exchange Agreement [Member] | Common Stock [Member] | |||||||||||||||||
Debt conversion price | $ 2 | ||||||||||||||||
Note Purchase Agreement [Member] | Investor Note [Member] | Streeterville Capital, LLC [Member] | |||||||||||||||||
Principal amount | $ 1,500,000 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Maturity date | Nov. 23, 2021 | ||||||||||||||||
Note Purchase Agreement [Member] | Promissory Note [Member] | Streeterville Capital, LLC [Member] | |||||||||||||||||
Principal amount | $ 5,520,000 | ||||||||||||||||
Initial cash purchase price for note | 3,500,000 | ||||||||||||||||
Debt carrying amount | $ 3,870,000 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Amount that may be redeemed if Investor Note has not been funded | $ 800,000 | ||||||||||||||||
Amount that may be redeemed if Investor Note has been funded | $ 1,250,000 | ||||||||||||||||
Percentage added to note if redemption is not paid | 25.00% | ||||||||||||||||
Percentage increases by upon occurrence | 2.00% | ||||||||||||||||
Percentage of prepayment penalty | 10.00% | ||||||||||||||||
Pay percentage of gross proceeds | 20.00% | ||||||||||||||||
Note increase maximum aggregate percentage for defaults | 30.00% | ||||||||||||||||
Note increase percentage upon failure to pay Equity Payment | 10.00% | ||||||||||||||||
Note increase percentage if specified events do not occur | 25.00% | ||||||||||||||||
Minimum funding amount to prevent note increase | $ 15,000,000 | ||||||||||||||||
Letter of Intent [Member] | Axion Ventures, Inc [Member] | Axion [Member] | |||||||||||||||||
Number of shares agreed to acquire | 12,000,000 | ||||||||||||||||
Percentage of outstanding shares agreed to acquire | 5.70% | ||||||||||||||||
Payment for investment | $ 2,000,000 | ||||||||||||||||
Deposit paid | $ 500,000 | ||||||||||||||||
Deposit percentage of purchase | 25.00% | ||||||||||||||||
Final payment purchase percentage due | 50.00% | ||||||||||||||||
Shares discount percentage | 20.00% | ||||||||||||||||
Share valuation, minimum | $ 2 | ||||||||||||||||
Share valuation, maximum | $ 3 | ||||||||||||||||
Founding Investment and Subscription Agreement [Member] | TV AG Acquisition [Member] | |||||||||||||||||
Payment for investment | $ 10,800,000 | ||||||||||||||||
Reimbursement of legal fees | 33,670 | ||||||||||||||||
Break-up fee | $ 560,000 | ||||||||||||||||
Ownership percentage to be acquired | 51.00% | ||||||||||||||||
Agreement term | 10 years | ||||||||||||||||
Founding Investment and Subscription Agreement [Member] | TV AG Acquisition [Member] | Swiss Francs [Member] | |||||||||||||||||
Payment for investment | $ 10,000,000 | ||||||||||||||||
Reimbursement of legal fees | 30,000 | ||||||||||||||||
Break-up fee | $ 500,000 | ||||||||||||||||
Subsequent Event [Member] | International Financial Enterprise Bank, Inc [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares agreed to acquire | 2,191,489 | ||||||||||||||||
Percentage of outstanding shares agreed to acquire | 57.10% | ||||||||||||||||
Payment for investment | $ 6,400,000 | ||||||||||||||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | Soma Innovation Lab [Member] | |||||||||||||||||
Number of shares issued (in shares) | 108,000 | ||||||||||||||||
Number of shares unissued (in shares) | 54,000 | ||||||||||||||||
Subsequent Event [Member] | Joint Venture Agreement [Member] | Soma Innovation Lab [Member] | Restricted Common Stock [Member] | |||||||||||||||||
Number of shares issued (in shares) | 72,000 | ||||||||||||||||
Value of shares issued | $ 180,000 | ||||||||||||||||
Value earned immediately on shares issued | $ 45,000 | ||||||||||||||||
Remaining shares value earned per month | 6,000 | ||||||||||||||||
Number of bonus shares (in shares) | 50,000 | ||||||||||||||||
Expense incurred | $ 75,000 | ||||||||||||||||
Aggregate expense amount | $ 225,000 | ||||||||||||||||
Restricted common shares, issued | 90,000 | ||||||||||||||||
Agreement term | 2 years | ||||||||||||||||
Subsequent Event [Member] | Hot Play Exchange Agreement [Member] | |||||||||||||||||
Principal amount | $ 15,000,000 | ||||||||||||||||
Subsequent Event [Member] | Hot Play Exchange Agreement [Member] | HotPlay Convertible Notes [Member] | |||||||||||||||||
Principal amount | $ 2,000,000 | $ 1,000,000 | $ 9,000,000 | ||||||||||||||
Subsequent Event [Member] | March 2021 Note Purchase Agreement [Member] | Secured Promissory Note [Member] | |||||||||||||||||
Principal amount | 9,370,000 | ||||||||||||||||
Initial cash purchase price for note | 7,000,000 | ||||||||||||||||
Debt discount | 850,000 | ||||||||||||||||
Debt issuance costs | 20,000 | ||||||||||||||||
Original issue discount earned | 700,000 | ||||||||||||||||
Original issue discount not fully earned | $ 150,000 | ||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||
Maturity date | Mar. 23, 2022 | ||||||||||||||||
Amount that may be redeemed if Investor Note has not been funded | $ 1,750,000 | ||||||||||||||||
Amount that may be redeemed if Investor Note has been funded | $ 2,125,000 | ||||||||||||||||
Percentage added to note if redemption is not paid | 25.00% | ||||||||||||||||
Percentage increases by upon occurrence | 2.00% | ||||||||||||||||
Percentage of prepayment penalty | 10.00% | ||||||||||||||||
Pay percentage of gross proceeds | 20.00% | ||||||||||||||||
Note increase maximum aggregate percentage for defaults | 30.00% | ||||||||||||||||
Note increase percentage upon failure to pay Equity Payment | 10.00% | ||||||||||||||||
Note increase percentage if specified events do not occur | 25.00% | ||||||||||||||||
Minimum funding amount to prevent note increase | $ 15,000,000 | ||||||||||||||||
Subsequent Event [Member] | March 2021 Note Purchase Agreement [Member] | Investor Note [Member] | |||||||||||||||||
Principal amount | $ 1,500,000 | ||||||||||||||||
Subsequent Event [Member] | March 2021 Note Purchase Agreement [Member] | Streeterville Capital, LLC [Member] | |||||||||||||||||
Repayment of debt | $ 1,857,250 | ||||||||||||||||
Debt carrying amount | $ 6,000,000 | ||||||||||||||||
Subsequent Event [Member] | Note Purchase Agreement [Member] | Promissory Note [Member] | Streeterville Capital, LLC [Member] | |||||||||||||||||
Note increase percentage upon failure to terminate specified financing | 5.00% | ||||||||||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||
Debt conversion price | $ 3.02 | ||||||||||||||||
Maturity date | Apr. 7, 2022 | ||||||||||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | Mr. Kerby And MI Partners [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||
Accrued dividends | $ 1,016,314 | ||||||||||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | Mr. Kerby [Member] | Convertible Promissory Notes [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Principal amount | 430,889 | ||||||||||||||||
Accrued dividends | 430,889 | ||||||||||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | Monaco Investment Partners II, LP [Member] | Convertible Promissory Notes [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Principal amount | 585,425 | ||||||||||||||||
Accrued dividends | $ 585,425 | ||||||||||||||||
Subsequent Event [Member] | Preferred Stock Exchange Agreement [Member] | Restricted Common Stock [Member] | |||||||||||||||||
Number of shares exchanged | 1,950,000 | ||||||||||||||||
Subsequent Event [Member] | Preferred Stock Exchange Agreement [Member] | International Financial Enterprise Bank, Inc [Member] | Restricted Common Stock [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Number of shares exchanged | 5,850 | ||||||||||||||||
Preferred stock, dividend rate, percentage | 2.00% | ||||||||||||||||
Change of control ownership percentage | 50.00% | ||||||||||||||||
Subsequent Event [Member] | 2021 Equity Incentive Plan [Member] | |||||||||||||||||
Percentage of outstanding common shares eligible for awards | 15.00% | ||||||||||||||||
Percentage of annual increase in shares for awards | 5.00% | ||||||||||||||||
Additional number of shares authorized | 5,000,000 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative 1) - USD ($) | Jun. 01, 2021 | May 26, 2021 | May 13, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Mar. 22, 2021 | Feb. 28, 2021 | Feb. 29, 2020 | Aug. 31, 2020 |
Excercise price of warrant (in dollars per share) | $ 3.32 | $ 2.50 | |||||||
Cash on excercise of warrant | $ 250,000 | $ 275,087 | |||||||
Bonus payable | 400,000 | ||||||||
Share price (in dollars per share) | $ 2.67 | ||||||||
Net proceeds from offering | $ 10,015,154 | $ 1,785,930 | |||||||
Subsequent Event [Member] | Streeterville Capital, LLC [Member] | |||||||||
Percentage of requirement to use sproceeds to repay amounts waived | 20.00% | ||||||||
Percentage of proceeds used to repay note | 20.00% | ||||||||
Payment of redemption | $ 1,250,000 | ||||||||
Equity payment made | $ 1,857,250 | ||||||||
Percentage of funds raised in offering | 20.00% | ||||||||
Subsequent Event [Member] | Streeterville Capital, LLC [Member] | March 2021 Investor Note [Member] | |||||||||
Principal amount | $ 1,500,000 | ||||||||
Subsequent Event [Member] | Streeterville Capital, LLC [Member] | Secured Promissory Note [Member] | |||||||||
Percentage of previous increase agreed to defer | 50.00% | ||||||||
Amount capitalized to outstanding balance | $ 506,085 | ||||||||
Remaining amount to be added if conditions are met | $ 506,085 | ||||||||
Subsequent Event [Member] | May 2021 Underwritten Offering Agreement [Member] | |||||||||
Number of shares issued | 3,230,000 | ||||||||
Share price (in dollars per share) | $ 2.50 | ||||||||
Underwriters fee percentage of gross proceeds | 6.00% | ||||||||
Underwriters expense allowance percentage | 1.00% | ||||||||
Net proceeds from offering | $ 4,200,000 | ||||||||
Subsequent Event [Member] | May 2021 Underwritten Offering Agreement [Member] | Over Allotment Option [Member] | |||||||||
Number of shares issued | 484,500 | ||||||||
Share price (in dollars per share) | $ 2.50 | ||||||||
Subsequent Event [Member] | Board of Directors [Member] | |||||||||
Annual compensation for non-executive board members, shares | 20,000 | ||||||||
Annual compensation for committee chairperson, shares | 5,000 | ||||||||
Annual compensation for chairman, shares | 10,000 | ||||||||
Shares granted for compensation | 165,000 | ||||||||
Subsequent Event [Member] | Mr. Kerby [Member] | |||||||||
Annual base salary | $ 400,000 | ||||||||
Bonus percentage of salary, maximum | 100.00% | ||||||||
Bonus percentage for short term goals | 50.00% | ||||||||
Bonus percentage for long term goals | 50.00% | ||||||||
Bonus payable | $ 400,000 | ||||||||
Bonus shares conversion price per share | $ 3.02 | ||||||||
Bonus shares due upon conversion | 132,450 | ||||||||
Common Stock [Member] | |||||||||
Number of shares issued | 4,542,000 | 1,000,500 | |||||||
Shares granted for compensation | 460,000 | 174,000 | |||||||
New Warrants [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||
Number of warrants granted | 160,000 | ||||||||
Excercise price of warrant (in dollars per share) | $ 2 | ||||||||
Warrant expiration date | Mar. 31, 2021 | ||||||||
Prior Warrants [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||
Cash on excercise of warrant | $ 320,000 | ||||||||
Number of shares issued | 160,000 | ||||||||
Prior Warrants [Member] | Common Stock [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||
Excercise price of warrant (in dollars per share) | $ 3.75 | ||||||||
Prior Warrants [Member] | Common Stock [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||
Excercise price of warrant (in dollars per share) | $ 5 | ||||||||
Exchanged Warrants [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||
Number of shares exchanged | 51,900 | ||||||||
Excercise price of warrant (in dollars per share) | $ 5.13 | ||||||||
Cash on excercise of warrant | $ 103,800 | ||||||||
Number of shares issued | 51,900 | ||||||||
Warrant expiration date | Jul. 30, 2022 |