Cover
Cover - shares | 3 Months Ended | |
May 31, 2021 | Jul. 14, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | NextPlay Technologies Inc. | |
Entity Central Index Key | 0001372183 | |
Document Type | 10-Q | |
Entity File Number | 001-38402 | |
Document Period End Date | May 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity a Small Business | true | |
Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 87,100,403 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) | May 31, 2021 | Feb. 28, 2021 |
Current Assets | ||
Cash | $ 7,525,898 | $ 2,640,988 |
Prepaid expenses and other current assets | 2,036,918 | 1,864,279 |
Advance for investments | 17,147,856 | |
Investment in unconsolidated affiliates - short-term | 42,227 | 264,884 |
Security Deposits | 238,704 | 258,296 |
Notes Receivable, related parties | 7,657,024 | 7,657,024 |
Other Receivable, related parties | 165,613 | 216,647 |
Total current assets | 34,814,240 | 12,902,118 |
Non-current Assets | ||
Investment in unconsolidated affiliates - long term | 3,016,143 | 4,912,111 |
Website development costs and intangible assets, net | 10,571,306 | 8,081,718 |
Fixed Assets, net | 121,568 | 101,573 |
Operating lease right-of-use asset | 1,257,820 | |
Total assets | 49,781,077 | 25,997,520 |
Current Liabilities | ||
Line of Credit and Notes Payable, net | 9,096,237 | 1,807,462 |
Convertible Notes Payable, related parties | 16,016,314 | 3,000,000 |
Accounts payable and accrued expenses | 1,732,719 | 1,793,239 |
Other current liabilities | 95,948 | 234,372 |
Operating lease liability | 1,257,820 | |
Total current liabilities | 28,199,038 | 6,835,073 |
Total liabilities | 28,199,038 | 6,835,073 |
Commitments and Contingencies | ||
Stockholders' equity | ||
Common stock, $0.00001 par value; 500,000,000 shares authorized; 23,454,203 and 18,765,839 shares issued and outstanding at May 31, 2021 and February 28, 2021, respectively | 234 | 187 |
Additional paid-in-capital | 162,387,810 | 151,427,224 |
Currency Translation | 48,831 | 53,712 |
Accumulated deficit | (140,910,961) | (132,340,979) |
Stockholders' equity attributable to parent | 21,526,052 | 19,140,282 |
Non-Controlling Interest | 55,987 | 22,165 |
Total stockholders' equity | 21,582,039 | 19,162,447 |
Total liabilities and total stockholders' equity | 49,781,077 | 25,997,520 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock | ||
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock | 100 | 100 |
Total stockholders' equity | 100 | 100 |
Series C Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock | 38 | 38 |
Total stockholders' equity | $ 38 | $ 38 |
Consolidated Balance Sheet (U_2
Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | May 31, 2021 | Feb. 28, 2021 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 23,454,203 | 18,765,839 |
Common stock, outstanding | 23,454,203 | 18,765,839 |
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 | 10,000,000 |
Preferred stock, outstanding | 10,000,000 | 10,000,000 |
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 | 3,828,500 |
Preferred stock, outstanding | 3,828,500 | 3,828,500 |
Consolidated Statement of Opera
Consolidated Statement of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Revenues | ||
Travel revenues | $ 10,734 | $ 7,874 |
Gross revenues | 10,734 | 7,874 |
Cost of revenues | (9,828) | (5,527) |
Gross profit | 906 | 2,347 |
Operating expenses | ||
General and administrative | 2,265,484 | 312,117 |
Salaries and benefits | 918,302 | 492,076 |
Technology and development | 217,490 | 159,814 |
Stock-based compensation | 107,238 | 62,583 |
Selling and promotions expense | 356,216 | 73,205 |
Depreciation and Amortization | 591,663 | 105,316 |
Total operating expenses | 4,456,393 | 1,205,111 |
Operating loss | (4,455,487) | (1,202,764) |
Other income (expense) | ||
Valuation (loss), net | (2,841,871) | (341,933) |
Interest expense | (272,589) | (79,063) |
Realized gain/(loss) on sale of unconsolidated affiliates | 18,897 | (513,312) |
Other income, net | 49,314 | 88,125 |
Total other (expense) | (3,046,249) | (846,183) |
Net (loss) | (7,501,736) | (2,048,947) |
Share of non-controlling interest | 33,822 | |
Net (loss) attributable to parent | (7,467,914) | (2,048,947) |
Other comprehensive (loss) income: | ||
Foreign currency translation gain | 48,831 | |
Total other comprehensive gain | 48,831 | |
Comprehensive loss | $ (7,419,083) | $ (2,048,947) |
Weighted average number of common shares outstanding | ||
Basic (in shares) | 19,986,671 | 13,246,446 |
Diluted (in shares) | 19,986,671 | 13,246,446 |
Basic net (loss) per share (in dollar per shares) | $ (0.37) | $ (0.15) |
Diluted net (loss) per share (in dollar per shares) | $ (0.37) | $ (0.15) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - 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. 29, 2020 | $ 131 | $ 122,000,201 | $ (115,852,897) | $ 6,147,435 | $ 6,147,435 | ||||
Balance at beginning (in shares) at Feb. 29, 2020 | 13,069,339 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Shares issued for stock compensation | $ 0 | 68,882 | 68,882 | 68,882 | |||||
Shares issued for stock compensation (in shares) | 42,250 | ||||||||
Shares issued for Investor Relations | $ 2 | 31,244 | 31,246 | 31,246 | |||||
Shares issued for Investor Relations (in shares) | 125,000 | ||||||||
Shares issued for marketing services | $ 0 | 43,700 | 43,700 | 43,700 | |||||
Shares issued for marketing services (in shares) | 35,000 | ||||||||
Net (loss) | (2,048,947) | (2,048,947) | (2,048,947) | ||||||
Balance at ending at May. 31, 2020 | $ 133 | 122,144,027 | (117,901,844) | 4,242,316 | 4,242,316 | ||||
Balance at ending (in shares) at May. 31, 2020 | 13,271,589 | ||||||||
Balance at beginning 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 beginning (in shares) at Feb. 28, 2021 | 10,000,000 | 3,828,500 | 18,765,839 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Common stock issued for cash | $ 37 | 8,509,675 | 8,509,712 | 8,509,712 | |||||
Common stock issued for cash (in shares) | 3,714,500 | ||||||||
Warrants Exercised | $ 2 | 423,798 | 423,800 | 423,800 | |||||
Warrants Exercised (in shares) | 218,114 | ||||||||
Shares issued for stock compensation | $ 2 | 709,210 | 709,212 | 709,212 | |||||
Shares issued for stock compensation (in shares) | 223,750 | ||||||||
Shares issued for Investor Relations | $ 1 | 107,449 | 107,450 | 107,450 | |||||
Shares issued for Investor Relations (in shares) | 35,000 | ||||||||
Shares issued for consulting services | $ 1 | 279,999 | 280,000 | 280,000 | |||||
Shares issued for consulting services (in shares) | 112,000 | ||||||||
Shares issued for business acquisition | $ 2 | 450,000 | 450,002 | 450,002 | |||||
Shares issued for business acquisition (in shares) | 150,000 | ||||||||
Shares issued for Investment in Affiliate | $ 2 | 480,455 | 480,457 | 480,457 | |||||
Shares issued for Investment in Affiliate (in shares) | 235,000 | ||||||||
Currency translation | (4,881) | (4,881) | (4,881) | ||||||
Dividends | (1,102,068) | (1,102,068) | (1,102,068) | ||||||
Net (loss) | (7,467,914) | (7,467,914) | 33,822 | (7,434,092) | |||||
Balance at ending at May. 31, 2021 | $ 100 | $ 38 | $ 234 | $ 162,387,810 | $ (140,910,961) | $ 48,831 | $ 21,526,052 | $ 55,987 | $ 21,582,039 |
Balance at ending (in shares) at May. 31, 2021 | 10,000,000 | 3,828,500 | 23,454,203 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (7,467,914) | $ (2,048,947) |
Adjustments to reconcile net loss to net cash from (used in) operating activities: | ||
Amortization and depreciation | 170,565 | 105,316 |
Amortization of debt issuance costs | 1,004,659 | |
Stock based compensation | 709,213 | 116,528 |
Valuation loss, net | 2,808,186 | 341,933 |
Realized (gain) loss on marketable securities | (28,028) | 513,312 |
Share of minority interest | 33,822 | |
Shares issued for services | 280,001 | |
(Gain) loss on currency translation | (4,881) | |
Changes in operating assets and liabilities: | ||
Increase/(decrease) in prepaid expenses and other current assets | 5,437 | 200,686 |
(Decrease)/increase in accounts payable and accrued expenses | (60,520) | (129,395) |
(Decrease)/increase in other current liabilities | 311,574 | (112,108) |
Net cash used in operating activities | (2,237,886) | (1,012,674) |
Cash flows from investing activities: | ||
Payment related to Intangible assets | (151,000) | |
Purchase of furniture, fixture, and equipment | (19,995) | (1,352) |
Payment related to website development costs | (3,081,251) | (82,516) |
Proceeds from sale of investment in unconsolidated affiliates | 275,584 | 87,316 |
Payment for investment in unconsolidated affiliates | (456,659) | |
Payment for advance for investments | (17,147,856) | |
Net cash used for investing activities | (20,430,177) | (147,552) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 8,509,713 | |
Proceeds from exercise of warrants | 423,800 | |
Proceeds from Paycheck Protection Program loan | 176,534 | |
Proceeds from promissory notes | 11,978,623 | 895,000 |
Payments on promissory notes | (2,938,409) | |
Payments for debt issuance costs | (2,335,000) | |
Payment on promissory notes - related party | (175,000) | |
Proceeds from promissory notes - related party | 11,914,246 | 175,000 |
Net cash provided by financing activities | 27,552,973 | 1,071,534 |
Net increase (decrease) in cash | 4,884,910 | (88,692) |
Cash at beginning of period | 2,640,988 | 162,506 |
Cash at end of period | 7,525,898 | 73,814 |
Supplemental disclosure: | ||
Cash paid for interest | 272,589 | $ 79,063 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Dividends related | 1,102,068 | |
Shares issued for investments | $ 930,458 |
Summary of Business Operations
Summary of Business Operations and Significant Accounting Policies | 3 Months Ended |
May 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Business Operations and Significant Accounting Policies | Note 1 – Summary of Business Operations and Significant Accounting Policies Nature of Operations and Business Organization Monaker Group, Inc. and its subsidiaries (“ Monaker we our us Company The Company’s travel operation serves three major constituents: (1) property managers, (2) travelers, and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise. Through our indirect control of Longroot Thailand (see Note 6), we, through Longroot Thailand, offer an ICO Portal that provides investors a new digital investment product and gives suppliers a new digital currency financing mechanism. Monaker is planning to use the technology and digital asset capabilities to create regulated cryptocurrencies designed to allow consumers to invest in unique revenue streams in wholesale travel, real estate homes and hotels, gaming assets and digital advertising – as well as potential token and loyalty program opportunities complementary to Monaker’s gaming (planned through the acquisition of HotPlay (see Note 2 and Note 14)) and travel businesses. Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ US GAAP SEC The results of operations for the three months ended May 31, 2021, are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, 2022. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All material inter- company transactions and accounts have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, 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 May 31, 2021 and February 28, 2021. Prepaid Expenses The Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are expensed over time according to the period where it is indicated on the contract. A straight-line amortization is used for it. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (ASC) 350-50 “ Website Development Costs Software Development Costs The Company capitalizes internal software development costs 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 $160,618 and $79,059 during the three months ended May 31, 2021 and 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 into U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholders’ equity through other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Income and expenses are translated at the average monthly rates of exchange. The Company includes realized gains and losses from foreign currency transactions in other income (expense), net in the consolidated statements of net and comprehensive loss. The effect of foreign currency translation on cash and cash equivalents is reflected in cash flows from operating activities on the consolidated statements of cash flows. 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 the 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): 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 are computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the three months ended May 31, 2021, convertible notes payables were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Revenue Recognition We recognize revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues). We generate our revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. We also generate revenue from commissions on bookings and sales of ancillary products and services. Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). Cost of Revenue Cost of revenue consists of cost of the tours and activities, commissions and merchant fees charged by credit card processors. Selling and Promotions Expense Selling and promotion expenses consist primarily of advertising and promotional expenses, expenses related to our participation in industry conferences, and public relations expenses. The expense for the three months ended May 31, 2021 and May 31, 2020, was $356,215 and $73,205, 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. Fair Value of Financial Instruments The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but it does provide guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities. Financial instruments consist principally of cash, accounts receivable, investments in unconsolidated affiliates, 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. Leases The Company utilizes operating leases for its offices. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-to-use assets, non-current, and operating lease liabilities current and non-current captions in the consolidated balance sheets. Operating lease right-to-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all impacting the determination of the lease term and lease payments to be used in calculating the lease liability. Lease cost is recognized on a straight-line basis over the lease term. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate, the Company uses a derived incremental borrowing rate based on borrowing options under its credit agreement. The Company applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease. Recent Accounting Pronouncements 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 has adopted the standard, which did not have a significant impact to our financial statements. |
Going Concern
Going Concern | 3 Months Ended |
May 31, 2021 | |
Going Concern | |
Going Concern | Note 2 - Going Concern As of May 31, 2021, and February 28, 2021, the Company had an accumulated deficit of $140,910,961 and $132,340,979, 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 $950,000. 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 and technology driven 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 all businesses and products are fully implemented and begin to offset our operating costs. We anticipate obtaining a portion of such funds from HotPlay (defined below). Our failure to 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 May 31, 2021, we had $28,199,038 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; (i) close the transactions contemplated by the Share Exchange Agreement entered into with HotPlay Enterprise Limited (“HotPlay” and the “ HotPlay Exchange Agreement Management’s plans with regard to this going concern are as follows: the Company plans to 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 11 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 | 3 Months Ended |
May 31, 2021 | |
Notable Financia Information [Abstract] | |
Notable Financial Information | Note 3 – Notable Financial Information Prepaid Expenses and Other Current Assets As of May 31, 2021 and February 28, 2021, the Company had prepaid expenses and other current assets of $2,036,918 as compared to $1,864,279, respectively. The increase of $172,639 is driven by additional prepaid expenses of $124,419 and an increase of $48,220 of accrued interest receivable. Fixed Assets As of May 31, 2021 and February 28, 2021, the Company had net fixed assets of $121,568 and $101,573, respectively. The increase of $19,995 is primarily related to the addition of computer equipment. Accounts Payable and Accrued Expenses As of May 31, 2021 and February 28, 2021, the Company had accounts payable and accrued expenses $1,732,719 as compared to $1,793,239, respectively. The decrease of $60,520 is primarily driven by the final payment of amounts owed in connection with the Longroot, Inc. business acquisition of $450,000, which was partially offset by an increase in the accrued interest payable related to the Streeterville Capital, LLC and HotPlay notes payable of $272,589 and an increase in accrued expenses of $126,708. |
Notes Receivable
Notes Receivable | 3 Months Ended |
May 31, 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 into a Promissory Note with Crystal Falls Investments LLC. (“ Crystal Default Rate The outstanding principal balance of the Crystal Note as of May 31, 2021 and February 28, 2021 is $37,500 and $37,500, respectively. An allowance for bad debt of $37,500 (i.e., 100%) was reserved against the Crystal Falls Note as of February 28, 2021 and remains unchanged at May 31, 2021. |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliates | 3 Months Ended |
May 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Affiliates | Note 5 – Investments 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. Note 5.1 – Advances for investments 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 advanced the Founder $10,707,760 in cash in anticipation of completing the transactions contemplated by the Investment Agreement as of March 31, 2021. 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. As of June 23, 2021, all the closing conditions had been satisfied and this transaction has been completed. 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 within the quarter ending August 31, 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 July 23, 2021, previously by June 30, 2021, the Preferred Exchange Agreement can be terminated by either party with written notice to the other. As not all the closing conditions had been satisfied, for accounting purposes, this transaction is considered a subsequent event. We anticipate it will close within the 2 nd Note 5.2 – Investment in Unconsolidated Affiliates Verus International, Inc and NestBuilder.com Corp (OTCMKTS: VRUS) We have recognized an impairment loss on investment in unconsolidated affiliate. As of May 31, 2021, and February 28, 2021, Monaker owned 3,845,101 and 3,845,101 shares of Verus International, Inc. (formerly known as RealBiz Media Group, Inc. (“ Verus On December 22, 2017, we entered into a Settlement Agreement with Verus, NestBuilder.com Corp. (“ Nestbuilder AST On April 10, 2019 and effective on February 8, 2019, we entered into an Inducement Agreement with Verus. Pursuant to the Inducement Agreement, we agreed to amend the designation of the Series A Convertible Preferred Stock of Verus (the “ Series A Preferred Stock Ownership Blocker On April 16, 2019, Verus filed a Certificate of Amendment (the “ Amendment As of January 31, 2020, Verus had 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 1 to 500 reverse stock split (not retroactively adjusted above). 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 common stock 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. For the three months ended May 31, 2021 and February 28, 2021, the Company had no investment in Verus common stock. 6,142,856 shares of Bettwork Industries Inc. Common Stock (OTC Pink: BETW) On July 2, 2018, three Secured Convertible Promissory Notes aggregating $5,250,000, evidencing amounts we were owed by Bettwork, 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 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. On May 31, 2021, the 6,142,856 shares of Bettwork’s common stock held by the Company were trading at $0.015 per share valued at $92,143. The change in fair value of $36,857 is recognized in net loss as other income, valuation loss, net for the three months ended May 31, 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 During the quarter ended May 31, 2021, the Company sold in open market transactions 68,083 shares of Recruiter stock. The sale of these shares resulted in a realized gain of $28,028 for the three months ended May 31, 2021. On February 28, 2021, the Company owned 78,137 shares of Recruiter’s common stock compared to 10,054 shares of Recruiter’s common stock as of May 31, 2021. As of May 31, 2021, each share of Recruiter.com’s common stock was valued at $4.20 per share which changed the fair value of the 10,054 shares of Recruiter.com common stock to $42,227. The net change in the fair value of $10,156 is recognized in net income as other income as of May 31, 2021. Acquisition of Axion Shares The investment in affiliate of $4,856,825 as of February 28, 2021, represents the Company’s acquisition of 33.8% of Axion Ventures, Inc. (“ Axion Axion Exchange Agreement Also pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, certain creditors of Axion (the “ Axion Creditors Also pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, the Company granted a warrant to Cern One Limited (one of the Axion stockholders), to purchase 1,914,250 shares of the Company’s common stock. The 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 warrants will terminate. As of May 31, 2021, there has been no activity related to the warrant and the warrant has not vested. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
May 31, 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, Inc. (“ Longroot Longroot Cayman Longroot Thailand The acquisition was made pursuant to a November 2, 2020 Stock Purchase Agreement (“ SPA 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 Dr. 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); March 16, 2021 (120 days after the closing); and (iii) April 15, 2021 (150 days after the closing). 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. as of November 16, 2020: 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 | 3 Months Ended |
May 31, 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 May 31, 2021: May 31, 2021 Useful Life Cost Impairment Accumulated Amortization Net Carrying Value In-Service 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 2,290,728 — 964,327 1,326,401 — Software development costs 3.0 years 3,238,695 — 158,424 3,080,271 — Trademark & License Indefinite 2,222,786 — — 2,222,786 — CIP – IDS Project 3.0 years 5,196,543 2,070,000 — 3,126,543 09/01/2021 Software licenses 3.0 years 362,930 — 10,838 352,092 — CIP – Not in service 463,213 — — 463,213 09/01/2021 $ 16,010,097 2,070,000 $ 3,368,791 10,571,306 During the quarter ended May 31, 2021, the Company purchased a total of $2,200,000 of the intellectual property including the development of electronic games under a master development and license with HotPlay Enterprise Limited (Thailand). The cost of purchases was recorded as Capital in Progress (CIP). 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, excluding amortization of debt issuance costs, was $160,618 and $79,059 for the quarters ended May 31, 2021 and May 31, 2020, respectively. Based on the carrying value of definite-lived intangible assets as of May 31, 2021, we estimate our amortization expense for the next five years will be as follows: As of May 31, 2021 Amortization Expense 2022 $ 1,914,732 2023 2,805,285 2024 2,652,791 2025 975,712 2026 — $ 8,348,520 |
Line of Credit
Line of Credit | 3 Months Ended |
May 31, 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 into a Promissory Note with National Bank (the “ Note As of May 31, 2021, the principal balance of the note payable was $0. Interest expense charged to operations relating to this line of credit was $0 and $74,858, respectively for the quarters ended May 31, 2021 and May 31, 2020. |
Notes Payable
Notes Payable | 3 Months Ended |
May 31, 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 “ November 2020 Note Purchase Agreement Streeterville November 2020 Streeterville Note November 2020 Investor Note The November 2020 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 November 2020 Streeterville Note, not to exceed $0.8 million if the November 2020 Investor Note has not been funded and $1.25 million if the November 2020 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 November 2020 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 November 2020 Streeterville Note is increased by 2%. Subject to the terms and conditions set forth in the November 2020 Streeterville Note, the Company may prepay all or any portion of the outstanding balance of the November 2020 Streeterville Note at any time subject to a prepayment penalty equal to 10% of the amount of the outstanding balance to be prepaid. For so long as the November 2020 Streeterville Note 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 November 2020 Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the November 2020 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 Share Exchange Agreement HotPlay Share Exchange November 2020 Note Transaction Conditions Pursuant to the November 2020 Streeterville Note, we provided Streeterville a right of first refusal to purchase any promissory note, debenture or other debt instrument which we 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 November 2020 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 November 2020 Streeterville Note increases by 10%. Additionally, upon each major default described in the November 2020 Streeterville Note (i.e., the failure to pay amounts under the November 2020 Streeterville Note when due or to observe any covenant under the November 2020 Note Purchase Agreement (other than the requirement to make Equity Payments)) the outstanding balance of the November 2020 Streeterville Note automatically increases by 15%, and for each other default, the outstanding balance of the November 2020 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 November 2020 Note Purchase Agreement and the November 2020 Streeterville Note, the Company has entered into a Security Agreement with Streeterville (the “ Security Agreement The November 2020 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 November 2020 Streeterville Note. The November 2020 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 November 2020 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 November 2020 Note Purchase Agreement, or (iii) if the Company sells, transfers, assigns, pledges or hypothecates the November 2020 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 November 2020 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 November 2020 Investor Note). The November 2020 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 November 2020 Streeterville Note in the balance sheet as of February 28, 2021, as both notes have substantially similar terms, and the Investor Note was provided in consideration for the acquisition of a portion of the November 2020 Streeterville Note. The November 2020 Investor Note was subsequently funded in full in January 2021. 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 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. 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. 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 were automatically forgiven by HotPlay as intracompany loans upon the closing of the HotPlay Exchange Agreement which occurred on June 30, 2021. |
Related Party Promissory Notes
Related Party Promissory Notes and Transactions | 3 Months Ended |
May 31, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Related Party Promissory Notes and Transactions | Related Party Transactions On March 17, 2021, the Company entered into a master development and license agreement with HotPlay Enterprises Limited (“HPE”) to license software frameworks “HotNow Platform” from HPE and to engage HPE, using the HotNow Platform as the foundation, to develop for the Company assets and extra features required for the Company’s travel platform. On or about May 21, 2021, the Company and HPE expanded the agreement through additional statements of work for a total investment of approximately $2,000,000. On April 7, 2021, each of Mr. Pasquale “ Pat Jamie 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 exercised his right to receive the entire bonus in shares of common stock, he would be due 132,450 shares of common stock. On April 7, 2021, April 28, 2021, and May 16, 2021, Mr. Kerby elected to receive cash in connection with the bonus of $100,000, $150,000, and $150,000, respectively. The Company declared dividends in arrears of $1,102,068 on previously outstanding Series A Preferred Stock, that were converted into common stock with the Series A Preferred Stock being returned. 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, William Kerby, our CEO and a director, and Warren Kettlewell, a former Board Member. 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 of the HotPlay Exchange Agreement 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 (which was below the $3.02 per share minimum conversion price). 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 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 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. This action is described in greater detail under “Note 12 - Commitments and Contingencies”, under the heading “ Legal Matters 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 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 | 3 Months Ended |
May 31, 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 $0 and $1,102,068 as of May 31, 2021 and February 28, 2021, respectively. These dividends will only be payable when and if declared by the Board of Directors. On April 7, 2021, the Board approved the dividends to be paid. The Company had 0 shares of Series A Preferred Stock issued and outstanding as of May 31, 2021 and February 28, 2021. 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 5 – Investment in Unconsolidated Affiliates”). 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 of Series B Preferred Stock outstanding as of May 31, 2021 and February 28, 2021. 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 of Series C Preferred Stock outstanding as of May 31, 2021 and February 28, 2021, respectively Share Repurchase Transactions During the quarters ended May 31, 2021 and May 31, 2020, there were no repurchases of the Company’s common stock by Monaker. Common Stock During the quarter ended May 31, 2021, the following shares of common stock were issued: ● In the quarter ended May 31, 2021, the Company issued 218,114 of common stock related to the exercise of warrant agreements valued at $423,800. ● In the quarter ended May 31, 2021, the Company issued 206,250 shares of common stock to members of the Board of Directors in consideration for services rendered to the Board valued at $646,388. ● In the quarter ended May 31, 2021, the Company issued 147,000 shares of common stock for consulting and investor relations services rendered valued at $387,450. ● In the quarter ended May 31, 2021, the Company issued 385,000 shares of common stock related business and investment acquisition activities valued at $930,458. ● In the quarter ended May 31, 2021, the Company issued 17,500 shares of common stock as a bonus for an executive of the Company valued at $62,825. ● In the quarter ended May 31, 2021, the Company issued 3,714,500 shares of common stock in an underwritten public offering valued at $9,286,250. The Company issued the initial payment of $500,000 to IDS as per the settlement agreement during the three months ended May 31, 2021 in consideration for the first transfer of 344,400 shares to be repurchased. As of the filing date, the transfer of shares has not yet been completed. The Company had 23,454,203 and 18,765,839 shares of common stock issued and outstanding at May 31, 2021 and February 28, 2021 respectively. Common Stock Warrants The following table sets forth common stock purchase warrants outstanding as of May 31, 2021, and February 28, 2021, and changes in such warrants outstanding for the quarter ending May 31, 2021: Warrant Weighted Outstanding, February 28, 2021 3,045,921 $ 2.50 Warrants granted 161,900 $ 2.00 Warrants exercised/forfeited/expired (225,400 ) $ (2.00 ) Outstanding, May 31, 2021 2,982,421 $ 2.45 Common stock issuable upon exercise of warrants 2,982,421 $ 2.45 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. At May 31, 2021, there were warrants outstanding to purchase 2,982,421 shares of common stock with a weighted average exercise price of $2.45 and weighted average remaining life of 1.00 years. During the quarter ended May 31, 2021, the Company granted: ● warrants to purchase 161,900 shares of common stock in connection with subscriptions for shares of common stock. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies 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, Florida 33323. In accordance with the terms of the office space lease agreement, the Company will be renting the commercial office space, for a term of almost eight years from March 1, 2021 through July 31, 2028. 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. The rent for the quarters ended May 31, 2021 and May 31, 2020 was $18,671 and $35,833, respectively. The Company recorded operating lease Right-to-Use asset of $1,257,820 along with current operating lease liability of $1,257,820 as of May 31, 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 $ 56,320 $ 209,629 $ 265,949 Insurance and Other 55,917 55,917 111,833 Totals $ 112,237 $ 265,546 $ 377,783 Legal Matters The Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues, and other related claims and vendor matters. The Company believes that the resolution of currently pending matters 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 Pursuant to the IP Purchase Amendment, on May 19, 2021 the Company made the initial payment of $500,000. After the quarter end, the necessary documentation to affect the transfer of the first 344,400 shares of common stock back to the Company was received and is being processed. 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 continue to vigorously defend themselves against the allegations made. |
Business Segment Reporting
Business Segment Reporting | 3 Months Ended |
May 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Note 13 – Business Segment Reporting Accounting Standards Codification 280-10 “ Segment Reporting The Company has two operating segments consisting of (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 three months ended May 31, 2021 NextTrip Longroot Total Sales $ 10,734 $ — $ 10,734 Net loss $ (7,332,556 ) $ (169,180 ) $ (7,501,736 ) For the three months ended May 31, 2020 NextTrip Longroot Total Sales $ 7,874 $ — $ 7,874 Net loss $ (2,048,947 ) $ — $ (2,048,947 ) There were no reconciling or inter-company items between segments. Sales 2021 2020 United States $ 10,734 $ 7,784 Non-United States — — $ 10,734 $ 7,784 Long-lived Assets 2021 2020 United States $ 12,389,132 $ 13,095,402 Non-United States 2,577,705 — $ 14,966,837 $ 13,095,402 |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Soma Innovation Lab Joint Venture On March 8, 2021, the Company entered into a Joint Venture Agreement with Soma Innovation Lab (“ Soma nd Streeterville Note Payable 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 was only be added to the balance of the November 2020 Streeterville Note if the Company failed to meet the November 2020 Transaction Conditions by June 30, 2021, which November 2020 Transaction Conditions were satisfied effective on June 30, 2021. Separately, if the Company did not meet the March 2021 Note Transaction Conditions by June 30, 2021, the March 2021 Streeterville Note would have been subject to the June 2021 Note Increase. On June 22, 2021, the Company entered into an Exchange Agreement with Streeterville (the “ Streeterville Exchange Agreement Go Game Securities Purchase Agreement On June 30, 2021, the Company entered into a Securities Purchase Agreement (the “ Go Game SPA Seller Go Game Initial Go Game Shares The aggregate consideration to be paid for the Initial Go Game Shares is: (1) 6,100,000 shares of a to-be-designated series of preferred stock (Series D Preferred Stock)(representing $6.1 million of value, based on an aggregate liquidation preference of $6.1 million); and (2) $5 million in cash, with $1.25 million paid on June 30, 2021; $1.25 million payable on or before July 31, 2021; and $2.5 million payable on or before September 30, 2021. Pursuant to the Go Game SPA, the Company was also granted an option (the “ Go Game Option Option Shares Approval Date Call Option Price 30-Day Average HotPlay Acquisition As previously disclosed, to date, HotPlay Enterprise Limited (“ HotPlay HotPlay Loans HotPlay Notes The HotPlay Notes were to be automatically forgiven by HotPlay in the event the HotPlay Exchange Agreement was terminated in certain situations and to automatically convert into fully paid and nonassessable shares of the Company’s common stock at a conversion price of $2.00 per share, subject to certain limitations, in the event the HotPlay Exchange Agreement was terminated in certain other situations. The HotPlay Notes were automatically forgiven by HotPlay as intracompany loans upon the closing of the HotPlay Exchange Agreement, effective on June 30, 2021 Pursuant to the HotPlay Exchange Agreement, the HotPlay Stockholders agreed to exchange 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company following the closing of the transactions contemplated therein) for 52 million shares of the Company’s common stock (the “ HotPlay Shares We closed the acquisition of HotPlay contemplated by the HotPlay Share Exchange effective on June 30, 2021 (the “ Closing The closing of the HotPlay Exchange Agreement also triggered the automatic conversion of the Company’s outstanding Series B Convertible Preferred Stock and Series C Convertible Preferred Stock into common stock of the Company. Specifically, effective June 30, 2021, the 10,000,000 shares of outstanding Series B Convertible Preferred Stock and 3,828,500 shares of outstanding Series C Convertible Preferred Stock automatically converted into 7,417,700 and 3,828,500 shares of common stock of the Company, respectively, in accordance with the terms of such preferred stock. 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 Note 5 – Advances for Investments 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. As of June 23, 2021, all the closing conditions had been satisfied and this transaction has been completed. Name Change and Symbol Change On July 2, 2021, the Company filed a Certificate of Amendment (which was subsequently corrected by a Certificate of Correction to the Certificate of Amendment (the “ Certificate of Correction Certificate of Amendment Articles Monaker Group, Inc. NextPlay Technologies, Inc Name Change On July 6, 2021, the Company filed a Certificate of Correction to the Certificate of Amendment, to correct a typographical error in the Certificate of Amendment. In connection with the Name Change, the Company’s common stock, par value $0.00001 per share (the “ Common Stock NXTP Symbol Change |
Summary of Business Operation_2
Summary of Business Operations and Significant Accounting Policies (Policies) | 3 Months Ended |
May 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Business Organization | Nature of Operations and Business Organization Monaker Group, Inc. and its subsidiaries (“ Monaker we our us 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. Through our indirect control of Longroot Thailand (see Note 6), we, through Longroot Thailand, offer an ICO Portal that provides investors a new digital investment product and gives suppliers a new digital currency financing mechanism. Monaker is planning to use the technology and digital asset capabilities to create regulated cryptocurrencies designed to allow consumers to invest in unique revenue streams in wholesale travel, real estate homes and hotels, gaming assets and digital advertising – as well as potential token and loyalty program opportunities complementary to Monaker’s gaming (planned through the acquisition of HotPlay (see Note 2 and Note 14)) and travel businesses. |
Interim Financial Statements | Interim Financial Statements These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ US GAAP SEC The results of operations for the three months ended May 31, 2021, are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, 2022. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, 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 May 31, 2021 and February 28, 2021. |
Prepaid Expenses | Prepaid Expenses The Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are expensed over time according to the period where it is indicated on the contract. A straight-line amortization is used for it. |
Website Development Costs | Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (ASC) 350-50 “ Website Development Costs |
Software Development Costs | Software Development Costs The Company capitalizes internal software development costs 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 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 $160,618 and $79,059 during the three months ended May 31, 2021 and 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 into U.S. dollars at the rates of exchange at the balance sheet date with the resulting translation adjustments included as a separate component of stockholders’ equity through other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. |
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 the 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): 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 are computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the three months ended May 31, 2021, convertible notes payables were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. |
Revenue Recognition | Revenue Recognition We recognize revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues). We generate our revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world. We also generate revenue from commissions on bookings and sales of ancillary products and services. Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse). |
Cost of Revenue | Cost of Revenue Cost of revenue consists of cost of the tours and activities, commissions and merchant fees charged by credit card processors. |
Selling and Promotions Expense | Selling and Promotions Expense Selling and promotion expenses consist primarily of advertising and promotional expenses, expenses related to our participation in industry conferences, and public relations expenses. The expense for the three months ended May 31, 2021 and May 31, 2020, was $356,215 and $73,205, 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but it does provide guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities. Financial instruments consist principally of cash, accounts receivable, investments in unconsolidated affiliates, 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. |
Leases | Leases The Company utilizes operating leases for its offices. The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s contractual obligation to make lease payments under the lease. Operating leases are included in operating lease right-to-use assets, non-current, and operating lease liabilities current and non-current captions in the consolidated balance sheets. Operating lease right-to-use assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. Lease agreements may contain periods of free rent or reduced rent, predetermined fixed increases in the minimum rent and renewal or termination options, all impacting the determination of the lease term and lease payments to be used in calculating the lease liability. Lease cost is recognized on a straight-line basis over the lease term. The Company uses the implicit rate in the lease when determinable. As most of the Company’s leases do not have a determinable implicit rate, the Company uses a derived incremental borrowing rate based on borrowing options under its credit agreement. The Company applies a spread over treasury rates for the indicated term of the lease based on the information available on the commencement date of the lease. |
Recent Accounting Pronouncements | Recent Accounting 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 has adopted the standard, which did not have a significant impact to our financial statements. |
Website Development Costs and_2
Website Development Costs and Intangible Assets (Tables) | 3 Months Ended |
May 31, 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 May 31, 2021: May 31, 2021 Useful Life Cost Impairment Accumulated Amortization Net Carrying Value In-Service 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 2,290,728 — 964,327 1,326,401 — Software development costs 3.0 years 3,238,695 — 158,424 3,080,271 — Trademark & License Indefinite 2,222,786 — — 2,222,786 — CIP – IDS Project 3.0 years 5,196,543 2,070,000 — 3,126,543 09/01/2021 Software licenses 3.0 years 362,930 — 10,838 352,092 — CIP – Not in service 463,213 — — 463,213 09/01/2021 $ 16,010,097 2,070,000 $ 3,368,791 10,571,306 |
Schedule of future amortization expense | Based on the carrying value of definite-lived intangible assets as of May 31, 2021, we estimate our amortization expense for the next five years will be as follows: As of May 31, 2021 Amortization Expense 2022 $ 1,914,732 2023 2,805,285 2024 2,652,791 2025 975,712 2026 — $ 8,348,520 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
May 31, 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 May 31, 2021, and February 28, 2021, and changes in such warrants outstanding for the quarter ending May 31, 2021: Warrant Weighted Outstanding, February 28, 2021 3,045,921 $ 2.50 Warrants granted 161,900 $ 2.00 Warrants exercised/forfeited/expired (225,400 ) $ (2.00 ) Outstanding, May 31, 2021 2,982,421 $ 2.45 Common stock issuable upon exercise of warrants 2,982,421 $ 2.45 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
May 31, 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 $ 56,320 $ 209,629 $ 265,949 Insurance and Other 55,917 55,917 111,833 Totals $ 112,237 $ 265,546 $ 377,783 |
Business Segment Reporting (Tab
Business Segment Reporting (Tables) | 3 Months Ended |
May 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment information | For the three months ended May 31, 2021 NextTrip Longroot Total Sales $ 10,734 $ — $ 10,734 Net loss $ (7,332,556 ) $ (169,180 ) $ (7,501,736 ) For the three months ended May 31, 2020 NextTrip Longroot Total Sales $ 7,874 $ — $ 7,874 Net loss $ (2,048,947 ) $ — $ (2,048,947 ) |
Schedule of geographic information | Sales 2021 2020 United States $ 10,734 $ 7,784 Non-United States — — $ 10,734 $ 7,784 Long-lived Assets 2021 2020 United States $ 12,389,132 $ 13,095,402 Non-United States 2,577,705 — $ 14,966,837 $ 13,095,402 |
Summary of Business Operation_3
Summary of Business Operations and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Amortization expense of intangible assets | $ 160,618 | $ 79,059 |
Advertising expense | $ 356,215 | $ 73,205 |
Website Development Costs [Member] | ||
Estimated useful life | 3 years | |
Computers and Laptops [Member] | ||
Estimated useful life | 3 years | |
Furniture and Fixtures [Member] | ||
Estimated useful life | 5 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | May 31, 2021 | Feb. 28, 2021 |
Going Concern | ||
Accumulated deficit | $ 140,910,961 | $ 132,340,979 |
Monthly cash requirement | 950,000 | |
Current liabilities | $ 28,199,038 | $ 6,835,073 |
Notable Financial Information (
Notable Financial Information (Details Narrative) - USD ($) | 3 Months Ended | |
May 31, 2021 | Feb. 28, 2021 | |
Prepaid expenses and other current assets | $ 2,036,918 | $ 1,864,279 |
Increase in prepaid expenses and other current assets | 172,639 | |
Additional prepaid expenses | 124,419 | |
increase accrued interest receivable | 48,220 | |
Fixed Assets, net | 121,568 | 101,573 |
Increase in fixed assets | 19,995 | |
Accounts payable and accrued expenses | 1,732,719 | $ 1,793,239 |
Decrease in accounts payable and accrued expenses | 60,520 | |
Acquisition payable | 450,000 | |
Increase in accrued expenses | 126,708 | |
Hot Play Enterprise Limited [Member] | ||
Notes payable | $ 272,589 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | 3 Months Ended | |||||
May 31, 2021 | May 31, 2020 | Feb. 28, 2021 | Jan. 13, 2020 | Oct. 19, 2018 | Oct. 10, 2018 | |
Interest expense | $ 272,589 | $ 79,063 | ||||
Bettwork Industries Inc [Member] | Secured Convertible Promissory Note [Member] | ||||||
Outstanding principal balance | 190,000 | $ 190,000 | ||||
Bettwork Industries Inc [Member] | Secured Convertible Promissory Note [Member] | General And Administrative Expense [Member] | ||||||
Allowance for bad debt | 190,000 | |||||
Bettwork Industries Inc [Member] | Secured Convertible Promissory Note Right To Own [Member] | ||||||
Amended note receivable face amount | $ 230,000 | |||||
Notes receivable face amount | $ 200,000 | |||||
Interest rate | 12.00% | |||||
Amount received from related party | 40,000 | |||||
Default rate | 18.00% | |||||
Crystal Falls Investments LLC [Member] | Promissory Note [Member] | ||||||
Notes receivable face amount | $ 37,500 | |||||
Interest rate | 12.00% | |||||
Outstanding principal balance | $ 37,500 | $ 37,500 | ||||
Default rate | 18.00% | |||||
Number of shares securing note | 2,000,000 |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates (Details Narrative) - USD ($) | May 06, 2021 | Mar. 31, 2021 | Mar. 22, 2021 | Jan. 15, 2021 | Apr. 30, 2020 | Mar. 31, 2020 | Dec. 22, 2017 | Aug. 31, 2016 | May 31, 2021 | Feb. 28, 2021 | Jan. 12, 2021 | May 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Apr. 23, 2019 | Apr. 16, 2019 | Apr. 15, 2019 | Feb. 28, 2019 | Jul. 02, 2018 |
Number of shares issued, value | $ 8,509,712 | ||||||||||||||||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | |||||||||||||||||
Common 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 | |||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, dividend rate, percentage | 10.00% | ||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||||||||||
Series A Preferred Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||||
Investment owned, balance, shares | 75,000 | 3,845,101 | 3,845,101 | ||||||||||||||||
Shares outstanding (in shares) | 41,444,601 | ||||||||||||||||||
Series A Preferred Stock [Member] | Verus [Member] | |||||||||||||||||||
Investment owned, balance, shares | 44,470,101 | ||||||||||||||||||
Investment owned, fair value | $ 0 | ||||||||||||||||||
Common Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||||
Investment owned, balance, shares | 61,247,139 | ||||||||||||||||||
Shares outstanding (in shares) | 2,320,876,565 | ||||||||||||||||||
Fair value | $ 979,954 | ||||||||||||||||||
Share price (in dollars per share) | $ 0.016 | ||||||||||||||||||
Accumulated fair value loss | $ 649,020 | ||||||||||||||||||
Common Stock [Member] | Nestbuilder [Member] | |||||||||||||||||||
Investment owned, balance, shares | 49,411 | ||||||||||||||||||
Investment owned, fair value | $ 0 | ||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||||||||||||||||
Shares outstanding (in shares) | 3,828,500 | 3,828,500 | |||||||||||||||||
Series C Preferred Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||||
Shares outstanding (in shares) | 430,801 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 3,714,500 | ||||||||||||||||||
Number of shares issued, value | $ 37 | ||||||||||||||||||
Shares outstanding (in shares) | 23,454,203 | 18,765,839 | 13,271,589 | 13,069,339 | |||||||||||||||
Common Stock [Member] | Bettwork Industries Inc [Member] | |||||||||||||||||||
Investment owned, balance, shares | 6,142,856 | 6,142,856 | 7,000,000 | ||||||||||||||||
Investment owned, fair value | $ 36,857 | ||||||||||||||||||
Fair value | $ 92,143 | $ 55,286 | $ 5,250,000 | ||||||||||||||||
Share price (in dollars per share) | $ 0.015 | $ 0.09 | $ 0.75 | ||||||||||||||||
Common Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 2,200 | ||||||||||||||||||
Investment owned, balance, shares | 54,887,546 | ||||||||||||||||||
Number of shares held after the reverse split | 109,775 | ||||||||||||||||||
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 | ||||||||||||||||||
Founding Investment and Subscription Agreement [Member] | TV AG Acquisition [Member] | |||||||||||||||||||
Payment for investment | $ 10,707,760 | $ 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 | ||||||||||||||||||
Preferred Stock Exchange Agreement [Member] | Restricted Common Stock [Member] | |||||||||||||||||||
Number of shares exchanged | 1,950,000 | ||||||||||||||||||
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% | ||||||||||||||||||
Settlement Agreement [Member] | Nest Builder Corp ("Nestbuilder") and American Stock Transfer & Trust Company LLC ("AST") [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 20,000 | ||||||||||||||||||
Settlement amount | $ 100,000 | ||||||||||||||||||
Settlement Agreement [Member] | Nest Builder Corp ("Nestbuilder") and American Stock Transfer & Trust Company LLC ("AST") [Member] | Restricted Common Stock [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 49,411 | ||||||||||||||||||
Conversion of shares | 44,470,101 | ||||||||||||||||||
Inducement Agreement [Member] | Series A Preferred Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||||
Investment owned, balance, shares | 152,029,899 | ||||||||||||||||||
Inducement Agreement [Member] | Common Stock [Member] | Verus International, Inc. (formerly known as RealBiz Media Group, Inc [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 2,991,929 | 3,367,664 | |||||||||||||||||
Number of shares issued, value | $ 35,903 | $ 53,883 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliates (Details Narrative 1) - USD ($) | Nov. 16, 2020 | May 31, 2021 | Feb. 28, 2021 |
Number of shares issued, value | $ 8,509,712 | ||
Common Stock [Member] | |||
Number of shares issued (in shares) | 3,714,500 | ||
Number of shares issued, value | $ 37 | ||
Recruiter.com Group [Member] | |||
Investment owned, fair value | $ 10,156 | ||
Investment owned, balance, shares | 10,054 | 78,137 | |
Number of shares issued (in shares) | 68,083 | ||
Number of shares issued, value | $ 28,028 | ||
Recruiter.com Group [Member] | Common Stock [Member] | |||
Investment owned, fair value | $ 42,227 | ||
Series B Preferred Stock [Member] | |||
Conversion of shares | 0.74177 | ||
Axion Exchange Agreement [Member] | |||
Principal amount | $ 7,657,024 | ||
Ownership percentage | 33.85% | 33.80% | |
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 | ||
Investment owned, fair value | $ 2,869,942 | $ 4,856,825 | |
Axion Exchange Agreement [Member] | Minimum [Member] | |||
Investment owned, fair value | 1,986,883 | ||
Axion Exchange Agreement [Member] | Maximum [Member] | |||
Investment owned, fair value | $ 4,856,825 | ||
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) - USD ($) | Jan. 05, 2021 | Nov. 16, 2020 | Nov. 02, 2020 | Feb. 28, 2021 |
Stock Purchase Agreement [Member] | ||||
Payable for acquisition | $ 1,200,000 | |||
Axion Exchange Agreement [Member] | ||||
Principle amount | $ 7,657,024 | |||
Ownership percentage | 33.85% | 33.80% | ||
Percentage of control for vesting of warrants | 51.00% | |||
Longroot, Inc [Member] | ||||
Payment to acquire shares | $ 1,000,000 | |||
Additional number of shares issued | 100 | |||
Ownership percentage | 0.75% | |||
Post-closing capitalization (percent) | 0.57% | |||
Longroot Cayman [Member] | Longroot Thailand [Member] | ||||
Percentage of outstanding shares owned | 49.00% | |||
Percentage of ordinary shares owned | 100.00% | |||
Percentage of voting shares owned | 90.00% | |||
Longroot, Inc [Member] | Stock Purchase Agreement [Member] | ||||
Number of shares issued | 150,000 | |||
Non-refundable deposit | $ 200,000 | |||
Advanced amount | $ 450,000 | |||
Share price (in dollar per shares) | $ 3 | |||
Acquisition amount paid in cash | $ 428,000 | |||
Consideration in cash | $ 1,650,000 | |||
Number of restricted shares issued | 200,000 | |||
Payable for acquisition | $ 900,000 | |||
Payable for acquisition installments | 300,000 | |||
Additional payment for acquisition | $ 150,000 | |||
Received cash payments | $ 450,000 | |||
Longroot, Inc [Member] | ||||
Percentage of acquired | 100.00% | 100.00% | ||
Total consideration to selling shareholder | $ 2,528,000 | |||
Cash acquired | 2,250,636 | |||
Fair value of net assets acquired | 219,940 | |||
Intangible asset (including license) | 2,212,702 | |||
Liabilities assumed | 142,983 | |||
Minority interest | $ 39,023 |
Website Development Costs and_3
Website Development Costs and Intangible Assets (Details) - USD ($) | 3 Months Ended | |
May 31, 2021 | Feb. 28, 2021 | |
Cost | $ 16,010,097 | |
Impairment | 2,070,000 | |
Accumulated Amortization | 3,368,791 | |
Net Carrying Value | 10,571,306 | $ 8,081,718 |
Trademark & License [Member] | ||
Cost | 2,222,786 | |
Net Carrying Value | $ 2,222,786 | |
Website Platform [Member] | ||
Useful Life | 1 year | |
Cost | $ 400,000 | |
Accumulated Amortization | $ 400,000 | |
Contracts, Domains, Customer Lists [Member] | ||
Useful Life | 2 years | |
Cost | $ 1,199,446 | |
Accumulated Amortization | $ 1,199,446 | |
Website Platform [Member] | ||
Useful Life | 3 years | |
Cost | $ 635,756 | |
Accumulated Amortization | $ 635,756 | |
Website Development Costs [Member] | ||
Useful Life | 3 years | |
Cost | $ 2,290,728 | |
Accumulated Amortization | 964,327 | |
Net Carrying Value | $ 1,326,401 | |
Software Development Costs [Member] | ||
Useful Life | 3 years | |
Cost | $ 3,238,695 | |
Accumulated Amortization | 158,424 | |
Net Carrying Value | $ 3,080,271 | |
CIP IDS Project [Member] | ||
Useful Life | 3 years | |
Cost | $ 5,196,543 | |
Impairment | 2,070,000 | |
Net Carrying Value | $ 3,126,543 | |
In-Service Date (Estimate) | Sep. 1, 2021 | |
Software Licenses [Member] | ||
Useful Life | 3 years | |
Cost | $ 362,930 | |
Accumulated Amortization | 10,838 | |
Net Carrying Value | 352,092 | |
CIP - Not in service [Member] | ||
Cost | 463,213 | |
Net Carrying Value | $ 463,213 | |
In-Service Date (Estimate) | Sep. 1, 2021 |
Website Development Costs and_4
Website Development Costs and Intangible Assets (Details 1) | May 31, 2021USD ($) |
As of May 31, 2021 | |
2022 | $ 1,914,732 |
2023 | 2,805,285 |
2024 | 2,652,791 |
2025 | 975,712 |
Total | $ 8,348,520 |
Website Development Costs and_5
Website Development Costs and Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Amortization of intangibles | $ 160,618 | $ 79,059 |
Intellectual Property [Member] | ||
Intangible assets acquired | $ 2,200,000 | |
Website Development Costs [Member] | ||
Finite-lived intangible asset, useful life | 3 years |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | May 07, 2020 | May 31, 2021 | May 31, 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 | 0 | $ 74,858 | |
Accrued interest | $ 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 ($) | Apr. 15, 2021 | Nov. 23, 2020 | Aug. 14, 2020 | May 08, 2020 | May 31, 2021 | Mar. 19, 2021 | Mar. 17, 2021 | 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 |
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 | |||||||||||||||
Note Purchase Agreement [Member] | Streeterville Capital, LLC [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 | |||||||||||||||
Note Purchase Agreement [Member] | Streeterville Capital, LLC [Member] | Investor Note [Member] | ||||||||||||||||
Interest rate | 10.00% | |||||||||||||||
Principal amount | $ 1,500,000 | |||||||||||||||
Maturity date | Nov. 23, 2021 | |||||||||||||||
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% | |||||||||||||||
Minimum funding amount to prevent note increase | $ 15,000,000 | |||||||||||||||
Advanced amount | 2,000,000 | $ 1,000,000 | $ 9,000,000 | $ 50,000 | $ 450,000 | $ 100,000 | $ 400,000 | $ 1,000,000 | $ 700,000 | $ 300,000 | $ 1,000,000 | |||||
Total convertible notes | $ 2,000,000 | $ 1,000,000 | $ 9,000,000 | $ 3,000,000 |
Related Party Promissory Note_2
Related Party Promissory Notes and Transactions (Details Narrative) - USD ($) | Apr. 08, 2021 | Mar. 17, 2021 | Sep. 22, 2020 | Jul. 27, 2020 | May 02, 2020 | Apr. 27, 2020 | Apr. 17, 2020 | Feb. 29, 2020 | Dec. 09, 2019 | Oct. 29, 2019 | May 31, 2021 | Feb. 28, 2021 | May 18, 2021 | Apr. 28, 2021 | Jul. 28, 2020 | Jul. 20, 2020 | Jul. 07, 2020 | Jun. 10, 2020 | Jun. 09, 2020 | Mar. 13, 2020 | Feb. 12, 2020 | Dec. 27, 2019 | Feb. 04, 2019 |
Repayment of debt | $ 2,938,409 | ||||||||||||||||||||||
Accrued dividends | 1,102,068 | ||||||||||||||||||||||
IDS Inc. [Member] | |||||||||||||||||||||||
Number of shares required to return | 1,968,000 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Dividends in arrears | $ 0 | $ 1,102,068 | |||||||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||||||||
Principal amount | $ 150,000 | ||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||
Percentage of default interest | 18.00% | ||||||||||||||||||||||
Percentage of original issue discount | 2.00% | ||||||||||||||||||||||
Note originally due and payable date | Feb. 1, 2020 | ||||||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||||||
Bonus shares conversion price per share | $ 3.02 | ||||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||||
Additional statements | $ 2,000,000 | ||||||||||||||||||||||
Settlement Agreement [Member] | IDS Inc. [Member] | |||||||||||||||||||||||
Additional statements | $ 500,000 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Mr. Kerby And MI Partners [Member] | |||||||||||||||||||||||
Bonus shares due upon conversion | 100,000 | 150,000 | 150,000 | ||||||||||||||||||||
Mr. Kerby And MI Partners [Member] | Employment Agreement [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 | ||||||||||||||||||||||
Mr. Kerby And MI Partners [Member] | Exchange Agreement [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||||||
Accrued dividends | $ 1,016,314 | ||||||||||||||||||||||
Mr. Kerby And MI Partners [Member] | Exchange Agreement [Member] | Convertible Promissory Notes [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Principal amount | 430,889 | ||||||||||||||||||||||
Accrued dividends | 430,889 | ||||||||||||||||||||||
Robert Jamie Mendola Jr [member] | Promissory Notes [Member] | |||||||||||||||||||||||
Principal amount | $ 150,000 | ||||||||||||||||||||||
Robert Jamie Mendola Jr [member] | Revolving Monaco Trust Note [Member] | |||||||||||||||||||||||
Principal amount | $ 150,000 | ||||||||||||||||||||||
Repayment of debt | 157,595 | ||||||||||||||||||||||
Accrued interest | $ 7,595 | ||||||||||||||||||||||
Pasquale Pat LaVecchia [Member] | Promissory Notes [Member] | |||||||||||||||||||||||
Principal amount | $ 25,000 | ||||||||||||||||||||||
Pasquale Pat LaVecchia [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Principal amount | $ 25,000 | ||||||||||||||||||||||
Repayment of debt | 26,225 | ||||||||||||||||||||||
Accrued interest | $ 1,225 | ||||||||||||||||||||||
Donald P. Monaco [Member] | Promissory Notes [Member] | |||||||||||||||||||||||
Principal amount | $ 2,700,000 | $ 700,000 | |||||||||||||||||||||
Donald P. Monaco [Member] | Revolving Monaco Trust Note [Member] | |||||||||||||||||||||||
Principal amount | 700,000 | ||||||||||||||||||||||
Accrued interest | $ 57,592 | $ 49,784 | |||||||||||||||||||||
Repayment of line of credit | 20,000 | $ 50,000 | |||||||||||||||||||||
Borrowed amount | $ 200,000 | $ 75,000 | $ 50,000 | $ 250,000 | $ 50,000 | $ 300,000 | $ 100,000 | $ 200,000 | $ 300,000 | ||||||||||||||
Balanced amount | $ 142,408 | $ 1,200,000 | |||||||||||||||||||||
Description of maturity date | February 1, 2020 to April 1, 2020 | ||||||||||||||||||||||
Monaco Investment Partners II, LP [Member] | Exchange Agreement [Member] | Convertible Promissory Notes [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Accrued dividends | $ 585,425 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrant [Member] | 3 Months Ended |
May 31, 2021$ / sharesshares | |
Warrants, Outstanding [Roll Forward] | |
Outstanding, beginning | shares | 3,045,921 |
Warrants granted | shares | 161,900 |
Warrants exercised/forfeited/expired | shares | (225,400) |
Outstanding, ending | shares | 2,982,421 |
Common stock issuable upon exercise of warrants | shares | 2,982,421 |
Warrants, Weighted Average Exercise Price [Roll Forward] | |
Outstanding, beginning | $ / shares | $ 2.50 |
Warrants granted | $ / shares | 2 |
Warrants exercised/forfeited/expired | $ / shares | (2) |
Outstanding, ending | $ / shares | 2.45 |
Common stock issuable upon exercise of warrants | $ / shares | $ 2.45 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Mar. 17, 2021 | May 31, 2021 | Feb. 28, 2021 |
Number of shares issued, value | $ 8,509,712 | ||
Common stock, issued | 23,454,203 | 18,765,839 | |
Common stock, outstanding | 23,454,203 | 18,765,839 | |
Proceeds from warrant exercised | $ 423,800 | ||
Settlement Agreement [Member] | |||
Additional statements | $ 2,000,000 | ||
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. The Company had 3,828,500 shares of Series C Preferred Stock outstanding as of May 31, 2021 and February 28, 2021, respectively. | ||
Number of preferred share, issued | 3,828,500 | 3,828,500 | |
Number of preferred shares outstanding | 3,828,500 | 3,828,500 | |
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 | |
Percentage of outstanding common shares | 33.85% | ||
Number of shares converted (in shares) | 0.74177 | ||
Number of preferred share, issued | 10,000,000 | 10,000,000 | |
Number of preferred shares outstanding | 10,000,000 | 10,000,000 | |
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% | ||
Dividends in arrears | $ 0 | $ 1,102,068 | |
Number of preferred share, issued | 0 | 0 | |
Number of preferred shares outstanding | 0 | 0 | |
Description of voting right | 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. | ||
IDS Inc. [Member] | Settlement Agreement [Member] | |||
Additional statements | $ 500,000 | ||
Repurchase share | 34,440 | ||
Executive Officer [Member] | |||
Number of shares issued | 17,500 | ||
Number of shares issued, value | $ 62,825 | ||
Common Stock [Member] | |||
Number of shares issued | 3,714,500 | ||
Number of shares issued, value | $ 37 | ||
Number of warrants exercised | 218,114 | ||
Common Stock [Member] | Consultant [Member] | Acquisition Activities [Member] | |||
Number of shares issued | 385,000 | ||
Number of shares issued, value | $ 930,458 | ||
Common Stock [Member] | Board of Directors [Member] | |||
Number of shares issued | 206,250 | ||
Number of shares issued, value | $ 646,388 | ||
Common Stock [Member] | Board of Directors [Member] | Consultant [Member] | |||
Number of shares issued | 147,000 | ||
Number of shares issued, value | $ 387,450 | ||
Warrant [Member] | |||
Number of shares issued | 218,114 | ||
Number of shares issued, value | $ 423,800 | ||
Number of warrants granted | 161,900 | ||
Warrant exercise price (in dollars per share) | $ 2.45 | $ 2.50 | |
Common stock, outstanding | 2,982,421 | 3,045,921 | |
Weighted average life | 1 year | 1 year 2 months 5 days | |
Preferred Stock [Member] | Minimum [Member] | |||
Preferred stock, authorized | 100,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | ||
IPO [Member] | Common Stock [Member] | |||
Number of shares issued | 3,714,500 | ||
Number of shares issued, value | $ 9,286,250 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | May 31, 2021USD ($) |
FYE 2022 | $ 112,237 |
FYE 2023 | 265,546 |
Totals | 377,783 |
Office Leases [Member] | |
FYE 2022 | 56,320 |
FYE 2023 | 209,629 |
Totals | 265,949 |
Insurance and Other [Member] | |
FYE 2022 | 55,917 |
FYE 2023 | 55,917 |
Totals | $ 111,833 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) | May 19, 2021USD ($)shares | Aug. 27, 2020shares | Aug. 15, 2019USD ($)$ / sharesshares | May 31, 2021USD ($)ft²shares | May 31, 2020USD ($) | May 18, 2021USD ($)Number |
Rent expense | $ 18,671 | $ 35,833 | ||||
Right-to-Use asset | 1,257,820 | |||||
Current operating lease liability | 1,257,820 | |||||
Long term operating lease liability | 0 | |||||
Monthly rent 2022 | 6,224 | |||||
Monthly rent 2023 | 17,499 | |||||
Monthly rent 2024 | 18,862 | |||||
Monthly rent 2025 | 19,243 | |||||
Monthly rent 2026 | 19,635 | |||||
Monthly rent 2027 | 20,037 | |||||
Monthly rent 2028 | 20,450 | |||||
Operating expenses | 4,456,393 | $ 1,205,111 | ||||
Number of shares issued, value | 8,509,712 | |||||
Payment to be made | $ 377,783 | |||||
Common Stock [Member] | ||||||
Number of shares issued | shares | 3,714,500 | |||||
Number of shares issued, value | $ 37 | |||||
Intellectual Property Purchase Agreement [Member] | IDS Inc. [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 dollar per shares) | $ / shares | $ 2.50 | |||||
Value of preferred shares issued | $ 4,920,000 | |||||
IP Purchase Amendment [Member] | ||||||
Number of shares issued, value | $ 500,000 | |||||
IP Purchase Amendment [Member] | Common Stock [Member] | ||||||
Number of shares issued | shares | 344,400 | |||||
Office [Member] | FLORIDA | ||||||
Area | ft² | 5,279 | |||||
Office address | 1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323. | |||||
Lease term | 8 years | |||||
Operating lease description | March 1, 2021 through July 31, 2028 |
Business Segment Reporting (Det
Business Segment Reporting (Details) - USD ($) | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Sales | $ 10,734 | $ 7,874 |
Net loss | (7,501,736) | (2,048,947) |
NextTrip [Member] | ||
Segment Reporting Information [Line Items] | ||
Sales | 10,734 | 7,874 |
Net loss | (7,332,556) | $ (2,048,947) |
Longroot [Member] | ||
Segment Reporting Information [Line Items] | ||
Net loss | $ (169,180) |
Business Segment Reporting (D_2
Business Segment Reporting (Details 1) - USD ($) | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Sales | $ 10,734 | $ 7,874 |
Long-lived Assets | 14,966,837 | 13,095,402 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Sales | 10,734 | 7,784 |
Long-lived Assets | 12,389,132 | $ 13,095,402 |
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) | 3 Months Ended |
May 31, 2021Number | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 30, 2021 | Jun. 22, 2021 | Jun. 01, 2021 | May 29, 2021 | Apr. 01, 2021 | Mar. 08, 2021 | May 31, 2021 | May 31, 2020 | Feb. 28, 2021 | Jan. 15, 2021 |
Value of shares issued | $ 8,509,712 | |||||||||
Proceeds from issuance of shares | $ 8,509,713 | |||||||||
Restricted common shares, issued | 23,454,203 | 18,765,839 | ||||||||
Accrued dividends | $ 1,102,068 | |||||||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | ||||||||
Common Stock [Member] | ||||||||||
Number of shares issued (in shares) | 3,714,500 | |||||||||
Value of shares issued | $ 37 | |||||||||
Streeterville Capital, LLC [Member] | Subsequent Event [Member] | Streeterville Note Payable [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 | |||||||||
Joint Venture Agreement [Member] | Soma Innovation Lab [Member] | ||||||||||
Number of shares issued (in shares) | 108,000 | |||||||||
Number of shares unissued (in shares) | 54,000 | |||||||||
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 earn on shares issued | $ 45,000 | |||||||||
Remaining shares earn per month | 6,000 | |||||||||
Number of bonus shares (in shares) | 50,000 | |||||||||
Expense incurred | $ 75,000 | |||||||||
Agreegate expense amount | $ 225,000 | |||||||||
Restricted common shares, issued | 90,000 | |||||||||
Agreement term | 2 years | |||||||||
Streeterville Exchange Agreement [Member] | Subsequent Event [Member] | Streeterville Note Payable [Member] | ||||||||||
Value of shares issued | $ 600,000 | |||||||||
Payment of redemption | $ 1,250,000 | |||||||||
Streeterville Exchange Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | Streeterville Note Payable [Member] | ||||||||||
Number of shares issued (in shares) | 300,000 | |||||||||
Securities Purchase Agreement [Member] | Go Game Pte Ltd, (Go Game) [Member] | Subsequent Event [Member] | ||||||||||
Description of agreement | The aggregate consideration to be paid for the Initial Go Game Shares is: (1) 6,100,000 shares of a to-be-designated series of preferred stock (Series D Preferred Stock)(representing $6.1 million of value, based on an aggregate liquidation preference of $6.1 million); and (2) $5 million in cash, with $1.25 million paid on June 30, 2021; $1.25 million payable on or before July 31, 2021; and $2.5 million payable on or before September 30, 2021. 32 Table of Contents Pursuant to the Go Game SPA, the Company was also granted an option (the “Go Game Option”), to purchase up to an additional 259,895 shares of Go Game’s Class B Preferred shares from the Seller (the “Option Shares”)(representing 14% of Go Game’s outstanding Class B Preferred shares, or 51% with the Initial Go Game Shares). The Go Game Option is subject to the Seller’s acquisition of the Option Shares subsequent to the date of the Go Game SPA. The Go Game Option is exercisable from time to time after the date that the shareholders of the Company have approved the issuance of shares of common stock upon conversion of the Series D Preferred Stock and in connection with the Go Game Option (the “Approval Date”), and prior to January 1, 2022. The per share consideration due in connection with an exercise of the Go Game Option is equal to $70 million, divided by the then number of outstanding shares of Go Game (currently $37.71 per share)(the “Call Option Price”). The Call Option Price is to be satisfied by the issuance of shares of Company common stock valued based on the greater of (a) $2.35 per share and (b) 85% of the average of the closing prices of the Company’s common stock for the prior thirty days (the “30-Day Average”). | |||||||||
Interest rate | 37.00% | |||||||||
Securities Purchase Agreement [Member] | Go Game Pte Ltd, (Go Game) [Member] | Subsequent Event [Member] | Preferred Class B [Member] | ||||||||||
Number of shares issued (in shares) | 686,868 | |||||||||
Hot Play Exchange Agreement [Member] | Subsequent Event [Member] | ||||||||||
Principal amount | $ 15,000,000 | |||||||||
Amount of transaction in cash | $ 15,000,000 | |||||||||
Interest rate | 1.00% | |||||||||
Conversion price (in dollars per share) | $ 2 | |||||||||
Hot Play Exchange Agreement [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||
Number of shares issued (in shares) | 10,000,000 | |||||||||
Hot Play Exchange Agreement [Member] | Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | ||||||||||
Number of shares issued (in shares) | 3,828,500 | |||||||||
Hot Play Exchange Agreement [Member] | Common Stock [Member] | ||||||||||
Number of shares issued (in shares) | 7,417,700 | 3,828,500 | ||||||||
Conversion price (in dollars per share) | $ 2 | |||||||||
Hot Play Exchange Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||||
Number of shares issued (in shares) | 52,000,000 | |||||||||
Investment Agreement [Member] | Reinhart Interactive TV AG and Zappware N.V. Acquisition [Member] | ||||||||||
Principal amount | $ 10,800,000 | |||||||||
Legal fees | $ 33,670 | |||||||||
Break-up fee | 560,000 | |||||||||
Investment Agreement [Member] | Reinhart Interactive TV AG and Zappware N.V. Acquisition [Member] | Switzerland, Francs | ||||||||||
Principal amount | $ 10,000,000 | |||||||||
Legal fees | 30,000 | |||||||||
Break-up fee | $ 500,000 | |||||||||
Investment Agreement [Member] | Reinhart Interactive TV AG and Zappware N.V. Acquisition [Member] | Reinhart [Member] | ||||||||||
Percentage of ownership | 51.00% |