Cover
Cover - shares | 6 Months Ended | |
Aug. 31, 2021 | Oct. 20, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Aug. 31, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --02-28 | |
Entity File Number | 001-38402 | |
Entity Registrant Name | NextPlay Technologies Inc. | |
Entity Central Index Key | 0001372183 | |
Entity Tax Identification Number | 26-3509845 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1560 Sawgrass Corporate Parkway | |
Entity Address, Address Line Two | Suite 130 | |
Entity Address, City or Town | Sunrise | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33323 | |
City Area Code | (954) | |
Local Phone Number | 888-9779 | |
Title of 12(b) Security | Common Stock, $0.00001 Par Value Per Share | |
Trading Symbol | NXTP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 95,206,484 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2021 | Feb. 28, 2021 |
Current Assets | ||
Cash | $ 8,944,775 | $ 444,920 |
Prepaid expenses and other current assets | 2,598,781 | 235,746 |
Accounts Receivable | 1,551,256 | 0 |
Unbilled receivable | 4,760,457 | 0 |
Other Receivable, related parties | 192,510 | |
Advance for investment | 2,227,117 | |
Investment in unconsolidated affiliate: Short-term | 13,844 | |
Convertible notes receivable, related party | 7,657,024 | 3,000,000 |
Loans receivable | 9,309,102 | 0 |
Total current assets | 37,254,866 | 3,680,666 |
Non- Current Assets | ||
Investment in unconsolidated affiliates: Long-term | 884,902 | |
Intangible assets, net | 20,315,624 | 7,759,603 |
Goodwill | 42,990,276 | 0 |
Computers, furniture and equipment, net | 629,005 | 25,793 |
Operating lease right-of-use asset | 1,232,520 | |
Security Deposits | 459,470 | |
Total non-current assets | 66,511,797 | 7,785,396 |
Total assets | 103,766,663 | 11,466,062 |
Current Liabilities | ||
Line of credit & notes payable, net | 11,484,788 | |
Accounts payable and accrued expenses | 6,190,967 | 343,941 |
Other current liabilities | 127,227 | 11,163 |
Deferred revenue | 898,088 | 0 |
Other current liabilities-customer deposits | 11,269,465 | 0 |
Other liabilities affiliate | 38,260 | |
Notes payable - related party | 769,965 | 1,053,082 |
Total current liabilities | 30,740,500 | 1,446,446 |
Non-Current Liabilities | ||
Note payable long term, related parties | 1,350,994 | 0 |
Operating lease liability | 1,232,520 | |
Total non-current liabilities | 2,583,514 | |
Total liabilities | 33,324,014 | 1,446,446 |
Stockholders’ equity | ||
Common stock, $0.00001 par value; 500,000,000 shares authorized; 89,693,984 and 62,400,000 shares outstanding at August 31, 2021 and February 28, 2021, respectively | 895 | 624 |
Treasury stock | (771,456) | |
Additional paid-in-capital | 77,518,323 | 11,599,357 |
Accumulated other comprehensive income | (130,275) | 10,221 |
Accumulated deficit | (10,410,073) | (1,200,309) |
Stockholders’ equity attributable to NextPlay Technologies, Inc. | 66,207,414 | 10,409,893 |
Non-controlling interest in consolidated affiliates | 4,235,235 | (390,277) |
Total stockholders’ equity | 70,442,649 | 10,019,616 |
Total liabilities and stockholders’ equity | 103,766,663 | 11,466,062 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock | ||
Series B Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock | ||
Series C Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Aug. 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 | 89,693,984 | 62,400,000 |
Common stock, outstanding | 89,693,984 | 62,400,000 |
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 | 0 | 10,000,000 |
Preferred stock, outstanding | 0 | 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 | 0 | 3,828,500 |
Preferred stock, outstanding | 0 | 3,828,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations, Net and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | |||
Revenues | ||||||
Total revenues | $ 2,647,283 | [1] | $ 2,647,283 | [1] | ||
Cost of Revenues | ||||||
Total Cost of Revenue | 1,274,340 | 1,274,340 | ||||
Gross Profit | 1,372,943 | [1] | 1,372,943 | [1] | ||
Operating Expenses | ||||||
General and administrative | 2,057,079 | 211,234 | 2,245,896 | 222,993 | ||
Salaries and benefits | 1,948,700 | 76,532 | 2,128,542 | 111,677 | ||
Technology and development | 251,253 | 221 | 251,253 | 221 | ||
Stock-based compensation | 215,233 | 215,233 | ||||
Selling and promotions expense | 334,350 | 361,629 | ||||
Depreciation and Amortization | 1,391,947 | 130,782 | 1,526,740 | 194,114 | ||
Total operating expenses | 6,198,562 | 418,769 | 6,729,293 | 529,005 | ||
Operating Loss | (4,825,619) | (418,769) | (5,356,350) | (529,005) | ||
Other Income/ (Expense) | ||||||
Valuation gain/ (loss), net | (1,496,393) | (1,496,393) | ||||
Impairment loss | (3,126,543) | (3,126,543) | ||||
Interest income (expense) | 42,291 | (16,927) | 1,207 | (24,828) | ||
Realized gain/(loss) on sale of marketable securities | (59,586) | (59,586) | ||||
Other income/ (expense) | 3,435 | 554 | 2,139 | 281 | ||
Total other income/ (expense) | (4,636,796) | (16,373) | (4,679,176) | (24,547) | ||
Net (Loss) before tax | (9,462,415) | (435,142) | (10,035,526) | (553,552) | ||
Estimated Corporate Taxes | 49,373 | 49,373 | ||||
Net Loss | (9,413,042) | (435,142) | (9,986,153) | (553,552) | ||
Share of non-controlling interest | (599,041) | (236,522) | (776,389) | (354,932) | ||
Net (loss) attributable to parent | (8,814,001) | (198,620) | (9,209,764) | (198,620) | ||
Other Comprehensive (loss) income: | ||||||
Foreign currency translation gain (loss) | (117,829) | 21,487 | (140,496) | 21,086 | ||
Total other comprehensive loss | (9,530,871) | (413,655) | (10,126,649) | (532,466) | ||
Comprehensive loss | $ (9,530,871) | $ (413,655) | $ (10,126,649) | $ (532,466) | ||
Weighted average number of common shares outstanding | ||||||
Basic | 88,607,026 | 93,333 | 87,837,223 | 104,563 | ||
Diluted | 88,607,026 | 93,333 | 87,837,223 | 104,563 | ||
Basic net loss per share | $ (0.10) | $ (2.13) | $ (0.10) | $ (1.90) | ||
Diluted net loss per share | $ (0.10) | $ (2.13) | $ (0.10) | $ (1.90) | ||
Travel services [Member] | ||||||
Revenues | ||||||
Total revenues | $ 36,890 | $ 36,890 | ||||
Cost of Revenues | ||||||
Total Cost of Revenue | 34,231 | 34,231 | ||||
Interest and bank services [Member] | ||||||
Revenues | ||||||
Total revenues | 293,357 | 293,357 | ||||
Cost of Revenues | ||||||
Total Cost of Revenue | 87,339 | 87,339 | ||||
Media subscription and services [Member] | ||||||
Revenues | ||||||
Total revenues | 2,317,036 | 2,317,036 | ||||
Cost of Revenues | ||||||
Total Cost of Revenue | $ 1,152,770 | $ 1,152,770 | ||||
[1] | Due to the reverse acquisition with HotPlay, the year-ago results incorporated only HotPlay's financials. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member]Series B Preferred Stock [Member] | Preferred Stock [Member]Series C Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Subscription Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Mar. 06, 2020 | |||||||||||
Beginning balance (in shares) at Mar. 06, 2020 | |||||||||||
cash | $ 132 | (1,878,113) | 3,030,916 | 1,152,935 | 1,152,935 | ||||||
cash (in shares) | 13,134,541 | ||||||||||
intangible assets | $ 390 | 5,553,888 | 5,554,278 | 5,554,278 | |||||||
intangible assets (in shares) | 39,000,000 | ||||||||||
Discount on common stock | |||||||||||
Foreign currency translation adjustment | (21,086) | 21,086 | 21,086 | ||||||||
Net loss for the period | (198,620) | (198,620) | (354,932) | (553,552) | |||||||
Ending balance, value at Aug. 31, 2020 | $ 522 | (1,878,113) | 8,584,804 | (198,620) | 21,086 | 6,529,679 | (354,932) | 6,174,747 | |||
Ending balance (in shares) at Aug. 31, 2020 | 52,134,541 | ||||||||||
Beginning balance, value at May. 31, 2020 | $ 522 | (1,878,113) | 8,584,804 | (401) | 6,706,812 | (118,410) | 6,588,402 | ||||
Beginning balance (in shares) at May. 31, 2020 | 52,134,541 | ||||||||||
cash | |||||||||||
intangible assets | |||||||||||
Foreign currency translation adjustment | 21,487 | 21,487 | 21,487 | ||||||||
Net loss for the period | (198,620) | (198,620) | (236,522) | (435,142) | |||||||
Ending balance, value at Aug. 31, 2020 | $ 522 | (1,878,113) | 8,584,804 | (198,620) | 21,086 | 6,529,679 | (354,932) | 6,174,747 | |||
Ending balance (in shares) at Aug. 31, 2020 | 52,134,541 | ||||||||||
Beginning balance, value at Feb. 28, 2021 | $ 624 | 11,599,357 | (1,200,309) | 10,221 | 10,409,893 | (390,277) | 10,019,616 | ||||
Beginning balance (in shares) at Feb. 28, 2021 | 62,400,000 | ||||||||||
Reduction of share capital | $ (104) | (2,999,896) | (3,000,000) | (3,000,000) | |||||||
Reduction of share capital (in shares) | (10,400,000) | ||||||||||
Reverse acquisition recapitalization | $ 100 | $ 38 | $ 238 | 62,813,297 | 62,813,535 | 5,401,901 | 68,215,436 | ||||
Reverse acquisition recapitalization (in shares) | 10,000,000 | 3,828,500 | 23,854,203 | ||||||||
Conversion of preferred | $ (100) | $ (38) | $ 112 | (112) | |||||||
Conversion of preferred (in shares) | (10,000,000) | (3,828,500) | 11,246,200 | ||||||||
Shares issued for consulting and bonus | $ 3 | 621,747 | 621,750 | 621,750 | |||||||
Shares issued for consulting (in shares) | 333,000 | ||||||||||
Shares issued for debt payment | $ 3 | 669,997 | 670,000 | 670,000 | |||||||
Shares issued for debt payment (in shares) | 335,000 | ||||||||||
Shares issued for business acquisition | $ 19 | 4,813,933 | 4,813,952 | 4,813,952 | |||||||
Shares issued for business acquisition (in shares) | 1,925,581 | ||||||||||
Shares issued for bonus | $ 0 | 16,000 | 16,000 | 16,000 | |||||||
Shares issued for bonus (in shares) | 8,000 | ||||||||||
Share repurchase | (771,456) | (771,456) | (771,456) | ||||||||
Foreign currency translation adjustment | (140,496) | (140,496) | (140,496) | ||||||||
Net loss for the period | (9,209,764) | (9,209,764) | (776,389) | (9,986,153) | |||||||
Ending balance, value at Aug. 31, 2021 | $ 895 | (771,456) | 77,518,323 | (10,410,073) | (130,275) | 66,207,414 | 4,235,235 | 70,442,649 | |||
Ending balance (in shares) at Aug. 31, 2021 | 89,693,984 | ||||||||||
Beginning balance, value at May. 31, 2021 | $ 624 | 11,599,357 | (1,596,072) | (12,446) | 9,991,463 | (567,625) | 9,423,838 | ||||
Beginning balance (in shares) at May. 31, 2021 | 62,400,000 | ||||||||||
Reduction of share capital | $ (104) | (2,999,896) | (3,000,000) | (3,000,000) | |||||||
Reduction of share capital (in shares) | (10,400,000) | ||||||||||
Reverse acquisition recapitalization | $ 100 | $ 38 | $ 238 | 62,813,297 | 62,813,535 | 5,401,901 | 68,215,436 | ||||
Reverse acquisition recapitalization (in shares) | 10,000,000 | 3,828,500 | 23,854,203 | ||||||||
Conversion of preferred | $ (100) | $ (38) | $ 112 | (112) | |||||||
Conversion of preferred (in shares) | (10,000,000) | (3,828,500) | 11,246,200 | ||||||||
Shares issued for consulting and bonus | $ 3 | 621,747 | 621,750 | 621,750 | |||||||
Shares issued for consulting (in shares) | 333,000 | ||||||||||
Shares issued for debt payment | $ 3 | 669,997 | 670,000 | 670,000 | |||||||
Shares issued for debt payment (in shares) | 335,000 | ||||||||||
Shares issued for business acquisition | $ 19 | 4,813,933 | 4,813,952 | 4,813,952 | |||||||
Shares issued for business acquisition (in shares) | 1,925,581 | ||||||||||
Shares issued for bonus | $ 0 | 16,000 | 16,000 | 16,000 | |||||||
Shares issued for bonus (in shares) | 8,000 | ||||||||||
Share repurchase | (771,456) | (771,456) | (771,456) | ||||||||
Foreign currency translation adjustment | (117,829) | (117,829) | (117,829) | ||||||||
Net loss for the period | (8,814,001) | (8,814,001) | (599,041) | (9,413,042) | |||||||
Ending balance, value at Aug. 31, 2021 | $ 895 | $ (771,456) | $ 77,518,323 | $ (10,410,073) | $ (130,275) | $ 66,207,414 | $ 4,235,235 | $ 70,442,649 | |||
Ending balance (in shares) at Aug. 31, 2021 | 89,693,984 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
Cash flows from operating activities: | ||
Net (loss) | $ (9,209,764) | $ (198,620) |
Adjustments to reconcile net income to net cash used for operating activities: | ||
Depreciation and amortization | 1,526,740 | 194,114 |
Valuation loss, net | 1,555,979 | |
Stock Based Compensation | 621,750 | |
Gain on Sale of assets | (26) | |
Share of non-controlling interest | (776,389) | (354,932) |
Gain / (Loss) on currency translation | ||
Impairment Loss | 3,126,543 | |
Changes in operating assets and liabilities: | ||
Amounts due from related parties | 14,479 | (232,058) |
Amounts due to related party | 73,188 | 71,748 |
Accounts receivable | 4,749,175 | |
Unbilled receivable | (4,760,457) | |
Loans receivable | (1,572,298) | |
Prepaid expenses | 666,159 | (103,967) |
Security deposits | (86,610) | |
Operating lease | 25,300 | |
Accounts payable & Accrued expenses | 591,616 | 48,850 |
Deferred revenue - related party | (69,374) | |
Other current liabilities | (105,284) | 5,193 |
Cash used in operating activities | (3,629,273) | (569,672) |
Cash flows from investing activities: | ||
Short term investment - related party | 235,658 | |
Investment in unconsolidated affiliate | 113,644 | |
Additions of intangible assets - related party | (755,639) | (944,766) |
Additions of intangible assets | (684,041) | |
Purchase of computer, furniture, and equipment - related party | (117,385) | |
Purchase of computer, furniture, and equipment | (23,690) | (12,945) |
Proceeds from disposal of fixed assets | 1,460 | |
Effects of a business combination of NextBank | 4,200,006 | |
Effects of a business combination of NextPlay (Monaker) | 9,323,686 | |
Cash provided by (used in) investing activities | 12,293,699 | (957,711) |
Cash flows from financing activities: | ||
Proceeds from issuance of ordinary shares | 1,152,935 | |
Proceed from notes payable - related party | 700,000 | 1,165,211 |
Repayment of notes payable - related party | (213,155) | (692,828) |
Treasury stock transaction | (771,456) | |
Proceeds from promissory notes - related party | 1,564,149 | |
Payments on promissory notes - related party | (1,303,613) | |
Cash (used in) provided by financing activities | (24,075) | 1,625,318 |
Net increase/(Decrease) in cash | 8,640,351 | 97,935 |
Foreign currency translation adjustment | (140,496) | 11,770 |
Cash at beginning of period | 444,920 | |
Cash at end of period | 8,944,775 | 109,705 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 43,174 | 20,653 |
NON-CASH TRANSACTIONS | ||
Addition of intangible assets through exchanging shares | 5,599,981 | |
Settle (a) Convertible note receivable and (b) note payable due to closing share exchange transaction | 12,000,000 | |
Settle (a) Convertible note receivable and (b) share capital increase due to closing share exchange transaction | 3,000,000 | |
Operating lease right to use assets obtained in exchange for new operating lease liabilities |
Summary of Business Operations
Summary of Business Operations and Significant Accounting Policies | 6 Months Ended |
Aug. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Business Operations and Significant Accounting Policies | Summary of Business Operations and Significant Accounting Policies Nature of Operations and Business Organization NextPlay Technologies, Inc. and its consolidated subsidiaries (“NextPlay”, “we”, “our”, “us”, or the “Company”) is building a technology solutions company, offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay’s engaging products and services utilize innovative advertising technology (AdTech), Artificial Intelligence (AI) and financial technology (FinTech) solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay is organized into three ( 3 In the Interactive Digital Media Division, NextPlay closed its acquisition of HotPlay Enterprise Limited and its In-Game Advertising (“IGA”) platform on June 30, 2021, and acquired a 51% 100 In the Finance and Technology Division, the Company’s acquisition of International Financial Enterprise Bank (“IFEB”), now called NextBank International, Inc. (“NextBank”), is expected to allow NextPlay to offer individuals and households asset management and banking services, and travel related services such as travel finance and travel insurance, subject to regulatory approval and licensing. Our company in accordance with Thailand foreign ownership laws, holds an indirect control of Longroot (Thailand) Company Limited (“Longroot”) which operates Initial Coin Offering (“ICO”) Portal which is approved and regulated by the Thai Securities and Exchange Commission (“Thai SEC”). The Portal enables us to crypto-securitize an array of high quality alternative assets, such as video games, insurance contracts, and real estate. These digital assets serve as a new asset class and will create significant opportunities to accelerate products and services within the Fintech division’s asset management business. Leveraging Longroot Thailand’s blockchain technology, NextPlay is developing blockchain products and solutions to support its other business units, such as a next generation insurance solution to be offered through our Travel division. Our Travel division currently offers booking solutions for both business and leisure travel and plans to expand its product and services offerings by integrating multiple technologies from other NextPlay divisions. Reverse Acquisition of HotPlay Enterprise Ltd. On July 23, 2020, the Company (then known as Monaker Group, Inc. (“Monaker”)) entered into a Share Exchange Agreement (as amended from time to time, the “Share Exchange Agreement”) with HotPlay Enterprise Limited (“HotPlay”) and the stockholders of HotPlay (the “HotPlay Stockholders”). Pursuant to the Share Exchange Agreement, Monaker exchanged shares of its common stock for 100% Reverse Acquisition HotPlay, as the accounting acquirer, recorded the assets acquired and liabilities assumed of Monaker in the reverse acquisition at its fair value as of the acquisition date. HotPlay’s historical financial statements have replaced Monaker’s historical consolidated financial statements with respect to periods prior to the completion of the merger, with retroactive adjustments to HotPlay’s legal capital to reflect the legal capital of Monaker. Monaker (which was renamed NextPlay Technologies, Inc. in connection with the reverse acquisition) remains the continuing registrant and reporting company. HotPlay was determined to be the accounting acquirer based on the following facts and circumstances: (1) members of HotPlay and HotPlay Stockholders owned approximately 72.61 The Company recorded all tangible and intangible assets acquired and liabilities assumed at their preliminary estimated fair values on the reverse acquisition date. The following represents the allocation of the estimated purchase consideration: Reverse Acquisition of HotPlay Enterprise Ltd. (6/30/21) Fair Value of Monaker assets acquired Cash $ 9,323,686 Current assets $ 24,082,699 Non-current assets $ 26,247,848 Net assets acquired $ 59,654,233 Fair Value of Monaker liabilities assumed Current liabilities $ 32,482,320 Non-current liabilities $ 5,420,131 Net liabilities assumed $ 37,902,451 Net assets acquired $ 21,751,782 Purchase consideration Number of Monaker common shares outstanding as of 6/30/2021 23,854,203 Monaker share price as of 6/30/2021 $ 2.24 Preliminary estimate of fair value of common shares $ 53,433,415 Fair value of total estimated consideration transferred $ 53,433,415 Purchase Price Allocation Fair value of Monaker net assets acquired as of 6/30/2021 $ 21,751,782 Fair value of total estimated consideration transferred $ 53,433,415 Goodwill $ 31,681,633 Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ US GAAP SEC The results of operations for the six months ended August 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 condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, 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 on August 31, 2021 and February 28, 2021. Prepaid Expenses and Other Current Assets The Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are expensed over time according to the period where it is indicated on the contract. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification (ASC) 350-50 “ Website Development Costs three-year Loans Receivable Loans that the Company has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, generally are stated at their outstanding principal amount adjusted for charge-offs and the allowance for loan losses. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due, unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. As of August 31, 2021, there were no loans placed on non-accrual. Interest and Non-interest Bearing Deposits During the period ended August 31, 2021, the Company had interest and non-interest- bearing deposits received from customers with interest rates ranging from 0% to 4% payable per annum. 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 Computer, Furniture and Equipment The Company purchases computers, laptops, furniture and fixture. These are originally recorded at cost and stated at cost less accumulated depreciation. The computers and laptops are depreciated over a useful life of 3 years 5 years 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 depreciation and amortization expense of $ 1,526,740 194,114 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. 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 six months ended August 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 Travel 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. 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). NextBank International NextBank International provides traditional banking services in niche-focused businesses, including commercial and residential real estate and the origination and sale of loans and receivables financing, among other types of lending services. Revenue is recognized from two sources, interest income and loan fees. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due, unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. As of August 31, 2021, there were no loans placed on non-accrual. Revenue is also recognized on service fees such as loan origination fees, brokering fees, and deposit account fees. Digital Media Revenue is generated from subscriptions and services rendered. Subscription revenues are deferred and recognized as the service is performed each month. Revenue from services is recognized when the contractual performance obligation is met. Cost of Revenue Cost of revenue consists of cost of the tours and activities, commissions and merchant fees charged by credit card processors, interest expense, loan related commissions, cost of services and sub-contractors. 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 six months ended August 31, 2021 and August 31, 2020, was $ 361,629 0 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 is measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of ASC Topic 718-20-35-3 over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. Fair Value of Financial Instruments 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, other 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 ACCOUNTING STANDARDS UPDATE 2016-13, FINANCIAL INSTRUMENTS—CREDIT LOSSES (TOPIC 326) On June 16, 2016, the FASB completed its Financial Instruments—Credit Losses project by issuing Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The new guidance requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The new guidance; (i) eliminates the probable initial recognition threshold in current GAAP and, instead, reflects an organization’s current estimate of all expected credit losses over the contractual term of its financial assets, (ii) broadens the information that an entity can consider when measuring credit losses to include forward-looking information, (iii) increases usefulness of the financial statements by requiring timely inclusion of forecasted information in forming expectations of credit losses, (iv) increases comparability of purchased financial assets with credit deterioration (PCD assets) with other purchased assets that do not have credit deterioration as well as originated assets because credit losses that are expected will be recorded through an allowance for credit losses for all assets, (v) increases users’ understanding of underwriting standards and credit quality trends by requiring additional information about credit quality indicators by year of origination (vintage), and (vi) aligns the income statement recognition of credit losses, for available-for-sale debt securities, with the reporting period in which changes occur by recording credit losses (and subsequent changes in credit losses) through an allowance rather than a write down. The new guidance affects organizations that hold financial assets and net investments in leases that are not accounted for at fair value with changes in fair value reported in net income. It affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public business entities that meet the definition of a U.S. Securities and Exchange (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. We are currently evaluating the impact of the new guidance. Segment Reporting Accounting Standards Codification 280-10 “ Segment Reporting An operating segment component has the following characteristics: a. It engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity). b. Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. c. Its discrete financial information is available. The Company has three operating segments consisting of (i) the NextMedia Division, which consists of HotPlay and Reinhart/Zappware, (ii) the NextFinTech Division, which consists of Longroot and NextBank, and (iii) NextTrip Division, which includes NextTrip holdings. The Company’s chief operating decision maker is considered to be the Co-Chief Executive Officers. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level. See Note 13 Business Segment Reporting for details on each segment unit. |
Going Concern
Going Concern | 6 Months Ended |
Aug. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 - Going Concern As of August 31, 2021, and February 28, 2021, the Company had an accumulated deficit of $ 10,410,073 1,200,309 We have limited financial resources. As of August 31, 2021, we have working capital of $ 6,514,366 1,450,000 We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products 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, 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. 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. 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. As indicated by the increase of the Company’s deferred revenue balance as of August 31, 2021, $ 898,088 , we expect to see increase in revenue in the 3rd and 4th quarter. Management’s plans with regard to this going concern are as follows: (i) the Company plans to continue to raise funds with third parties by way of public or private offerings, (ii) the Company is working aggressively to increase the viewership of its travel and gaming products by promoting it across other mediums which the Company hopes will result in higher revenues, (iii) the Company plans to issue tokens under Longroot entity during the 4th quarter which will result in generating revenues, and (iv) the Company plans to tighten our spending on our expenses which will help in the cost reduction of our operation. The ability of the Company to continue as a going concern is dependent on the Company’s ability to further implement its business plan and generate greater revenues. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. Although we currently cannot predict the full impact of the COVID-19 pandemic on our fiscal 2022 financial results relating to our operations, we anticipate an increase in year-over-year revenue as compared to the 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. |
Notable Financial Information
Notable Financial Information | 6 Months Ended |
Aug. 31, 2021 | |
Notable Financial Information | |
Notable Financial Information | Note 3 – Notable Financial Information Prepaid Expenses and Other Current Assets As of August 31, 2021 and February 28, 2021, the Company had prepaid expenses and other current assets of $ 2,598,781 235,746 Accounts Receivable As of August 31, 2021 and February 28, 2021, the Company had accounts receivable of $ 1,551,256 0 Unbilled Receivables As of August 31, 2021 and February 28, 2021, the Company had unbilled receivables of $ 4,760,457 0 Loans Receivable As of August 31, 2021 and February 28, 2021, the Company had loan receivable of $ 9,309,102 0 Goodwill As of August 31, 2021 and February 28, 2021, the Company had total goodwill of $ 42,990,276 0 42,990,276 31,681,633 7,644,101 3,664,542 Computer, Furniture and Equipment As of August 31, 2021 and February 28, 2021, the Company had net computer, furniture and equipment of $ 629,005 25,793 39,312 1,381 Accounts Payable and Accrued Expenses As of August 31, 2021 and February 28, 2021, the Company had accounts payable and accrued expenses of $ 6,190,967 343,941 Other Liabilities – Customer Deposits As of August 31, 2021 and February 28, 2021, the Company had other current liabilities – customer deposits of $ 11,269,465 0 Deferred Revenue As of August 31, 2021 and February 28, 2021, the Company had deferred revenue of $ 898,088 0 Short Term Note Payable – Related Parties As of August 31, 2021 and February 28, 2021, the Company had short term note payable – related party of $ 769,965 1,053,082 Long Term Note Payable – Related Parties As of August 31, 2021 and February 28, 2021, the Company had long term note payable – related party of $ 1,350,994 0 |
Notes Receivable
Notes Receivable | 6 Months Ended |
Aug. 31, 2021 | |
Receivables [Abstract] | |
Notes Receivable | Note 4 – Notes Receivable Current $ 7,657,024 On July 23, 2020, the Company entered into a Share Exchange Agreement (as amended from time to time, the “ HotPlay Exchange Agreement HotPlay Share Exchange HotPlay Stockholders On November 12, 2020, the Company entered into an Amended and Restated Share Exchange Agreement (as amended by the first amendment thereto dated January 6, 2021, the “ Axion Exchange Agreement Axion Axion Stockholders Axion Creditors Axion Share Exchange Exchange Agreements Share Exchanges Pursuant to the Axion Exchange Agreement, (a) the Axion Stockholders (including Cern One Limited (“ Cern One 33.85% 10,000,000 Series B Preferred Stock 7,657,024 Axion Debt 3,828,500 Series C Preferred Stock 1,914,250 Creditor Warrants The closing of the HotPlay Exchange Agreement on June 30, 2021, triggered the automatic conversion of the Company’s outstanding Series B Convertible Preferred Stock and Series C Convertible Preferred Stock into common stock of the Company. Specifically, effective June 30, 2021, the 10,000,000 3,828,500 7,417,700 3,828,500 Preferred Conversion The Creditor Warrants, have cashless exercise rights, an exercise price of $ 2.00 two years 51% Vesting Date On August 20, 2021, our counsel sent a demand letter for payment to Axion Ventures Inc. As of August 31, 2021, there has been no response in related to the demand letter. On September 1, 2021, the Company filed a claim in the Supreme Court of British Columbia demanding payment of $ 7,657,024 |
Investments in Unconsolidated A
Investments in Unconsolidated Affiliates | 6 Months Ended |
Aug. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Affiliates | 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 Letter of Intent to Acquire Axion shares On October 28, 2020, the Company entered into a non-binding Letter of Intent (as amended by the first amendment thereto dated March 10, 2021, the “ Letter of Intent 33.85% Pursuant to the Letter of Intent, the Company agreed, subject to certain condition precedents, including regulatory approvals and the entry into material agreements with the sellers, to acquire approximately 12 million 5.7% 2 million 500,000 25% 235,000 25% 50% 20% 2.00 3.00 As of August 31, 2021, total payment of cash and shares is $ 937,117 50% Go Game Securities Purchase Agreement On June 30, 2021, the Company entered into a Securities Purchase Agreement (the “ Go Game SPA Seller 37% Go Game 686,868 6,100,000 6.1 million 6.1 million 5 million 1.25 million 1.25 million 2.5 million 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 14% 51% 70 37.71 2.35 85% We agreed pursuant to the Go Game SPA, that upon our purchase of the Initial Go Game Shares, that we would appoint the Seller to the Board of Directors of the Company, and that we would continue to nominate the Seller as a board nominee for appointment on the Board of Directors at each subsequent shareholder meeting of the Company, subject to certain exceptions, until the earlier of (i) Seller’s death; (ii) Seller’s resignation from the Board of Directors; (iii) the date that Seller is no longer qualified to serve as a member of the Board of Directors; (iv) the date the Board of Directors, acting in good faith, determines that the continued appointment of Seller to the Board of Directors would violate the fiduciary duties of such members of the Board of Directors; (v) the third anniversary of the acquisition of the Initial Go Game Shares; and (vi) the date that the Seller holds less than 2 million The closing of the acquisition of the Initial Go Game Shares is subject to certain closing conditions and requirements which may not be met on a timely basis, if at all. The Company and Seller have made customary representations and warranties and have agreed to customary covenants in the Go Game SPA. There is no assurance that all of the conditions to the consummation of the Go Game SPA will be satisfied. In connection with the parties’ entry into the Go Game SPA, the Seller entered into a lock-up agreement with the Company, whereby the Seller agreed that the Seller would not transfer or sell, any of the Series D Preferred Stock shares and/or shares of common stock issuable upon conversion thereof, until 18 months after the Company’s acquisition of the Initial Go Game Shares (the “Initial Closing”), without the prior written consent of the Company, except that 1,525,000 1,525,000 As of August 31, 2021, the second payment of $ 1.25 million 1,250,000 Note 5.2 – Investment in Unconsolidated Affiliates 6,142,856 On July 2, 2018, three Secured Convertible Promissory Notes aggregating $ 5,250,000 7,000,000 0.75 5,250,000 BETW On February 28, 2021, the 6,142,856 0.09 55,286 6,142,856 0.0003 1,843 53,443 Recruiter.com Group, Inc. formerly Truli Technologies Inc (OTCQB: RCRT) On August 31, 2016, the Company entered into a Marketing and Stock Exchange Agreement with Recruiter.com (“ Recruiter 75,000 2,200 75,000 75,000 2,200 75,000 During the quarter ended August 31, 2021, the Company sold in open market transactions 68,083 28,028 On February 28, 2021, the Company owned 78,137 3,461 4.00 3,461 13,844 139,008 Acquisition of Axion Shares The investment in affiliate of $ 4,856,825 33.8 33.85% 10,000,000 7,417,700 3,973,766 4,856,825 883,059 Also pursuant to the Axion Exchange Agreement, which closed on November 16, 2020, certain creditors of Axion (the “ Axion Creditors 7,657,024 3,828,500 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 51 |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Aug. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions Reinhart Interactive TV AG and Zappware N.V. Acquisition On January 15, 2021, we entered into a Founding Investment and Subscription Agreement (the “ Investment Agreement Founder The Investment Agreement contemplated the Company acquiring 51% 10,000,000 10.7 million 30,000 33,670 500,000 560,000 We paid the founder $ 10.7 million Note 8—Notes Payable In accordance with ASC 805, as described in “ Note 1 – Summary of Business Operations and Significant Accounting Policies The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the applicable guidance. Acquisition of Reinhart TV AG/Zappware Total Identifiable Assets $ 20,920,433 Total liabilities $ 10,212,673 Net Assets $ 10,707,760 Total Consideration transferred $ 10,707,760 Reinhart is in the business of providing a software-based TV and video distribution platform to telecom companies and digital content owners, and providing services to telecom companies 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 51% 66 2/3% 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 Founder’s Shares based on the following schedule: Date right is triggered Percent of Founder’s Shares eligible to be sold Required Purchase Price January 1, 2024 33 15 times EBITDA based on audited 2023 Reinhart financials January 1, 2025 66 15 times EBITDA based on audited 2024 Reinhart financials December 20, 2025 100 Higher of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials January 1, 2026 100 Lower of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials 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 five-year 12 months NextBank International (formerly IFEB) Acquisition On April 1, 2021, we entered into a Bill of Sale for Common Stock, effective March 22, 2021 (the “ Bill of Sale 2,191,489 IFEB Shares IFEB 57.1 6,400,000 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 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 “ Original Preferred Exchange Agreement 1,950,000 5,850 Note 14—Subsequent Events 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 Initial IFEB Shares to the Company and the Company’s acquisition of control of IFEB was subject to review of the Company’s financial viability, as well as other matters, by OCIF, which approval of OCIF was received in June 2021, but which acquisition did not close until July 21, 2021. Separately, on July 21, 2021, the Company entered into, and closed the transactions contemplated by, a Share Exchange Agreement with various other holders of shares of Class A Common Stock of IFEB (the “ Additional Sellers IFEB Exchange Agreement 1,649,614 42.94 1,926,750 IFEB Common Shares 1.168 2.50 2.92 As a result of the closing of both transactions, we acquired control of 100% of IFEB as of July 21, 2021. In accordance with ASC 805, as described in “ Note 1 – Summary of Business Operations and Significant Accounting Policies The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the guidance. Acquisition of NextBank International, Inc. (7/21/21) Fair Value of assets acquired Cash $ 4,200,006 Current assets $ 8,789,072 Non-current assets $ 224,210 Net assets acquired $ 13,213,288 Fair Value of liabilities assumed Current liabilities $ 9,643,436 Non-current liabilities $ — Net liabilities assumed $ 9,643,436 Net assets acquired $ 3,569,852 Purchase consideration Cash $ 6,400,000 Common stock ( 1,925,581 2.50 $ 4,813,953 Fair value of total consideration transferred $ 11,213,953 Purchase Price Allocation Fair value of net assets acquired as of 7/21/2021 $ 3,569,852 Fair value of total consideration transferred $ 11,213,953 Goodwill $ 7,644,101 (1) The $ 6.4 million The IFEB Exchange Agreement required that: (a) three legacy board members of IFEB remain on the Board of Directors of IFEB for a period of one year after the closing date of the IFEB Exchange Agreement, subject to rights of removal if such continued appointment/service as board members would violate the fiduciary duties of any other board members; (b) certain outstanding loans held by one of the legacy board members be extended, and be subject to a further extension; (c) that Ms. Nithinan Boonyawattanapisut, Mr. J. Todd Bonner, Mr. Donald P. Monaco and Mr. William Kerby (each a member of the Board of Directors of the Company) and Mr. Jan Reinhart, the founder of Reinhart, be appointed as members of the Board of Directors of IFEB; (d) that Ronald Poe will be appointed as Vice President of Longroot, Inc., the Company’s wholly-owned subsidiary, and be provided a salary of $ 120,000 (e) that Robert Fiallo, will be hired by an affiliate of the Company pursuant to an employment agreement, and be paid a base salary of $ 300,000 3 |
Website Development Costs and I
Website Development Costs and Intangible Assets | 6 Months Ended |
Aug. 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 August 31, 2021: August 31, 2021 Useful Life Cost Impairment Accumulated Amortization Net Carrying Value In-Service Date (Estimate) Website platform 1 $ 400,000 — $ 400,000 $ — — Contracts, domains, customer lists 2 1,199,446 — 1,199,446 — — Website platform 3 635,756 — 635,756 — — Website development costs 3 912,416 — 890,141 22,275 — Software development costs 3 36,823,358 — 24,262,427 12,560,931 — Trademark & License Indefinite 8,019,680 — 923,198 7,096,482 — Software licenses 3 367,930 — 47,825 320,105 — CIP – IDS Project 3,126,543 3,126,543 — — — CIP – Not in service 315,831 — — 315,831 12/01/2021 $ 51,800,960 3,126,543 $ 28,358,793 20,315,624 During the quarter ended August 31, 2021, the Company purchased a total of $ 2,200,000 As part of the IDS Settlement, the Company reviewed the IDS platform software. As a result of the review, the Company determined to impair the remaining balance of the software platform in the amount of $ 3,126,543 Intangible assets are amortized on a straight-line basis over their expected useful lives which is estimated to be 3 160,618 79,059 Based on the carrying value of definite-lived intangible assets as of August 31, 2021, we estimate our amortization expense for the next five years will be as follows: As of August 31, 2021 Amortization Expense 2022 $ 4,905,129 2023 6,790,982 2024 6,400,327 2025 2,219,186 2026 — $ 20,315,624 |
Notes Payable
Notes Payable | 6 Months Ended |
Aug. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Note Purchase Agreements: Streeterville Capital, LLC On November 23, 2020, the Company entered into a Note Purchase Agreement (the “ November 2020 Note Purchase Agreement Streeterville 5,520,000 November 2020 Streeterville Note 3,500,000 1,500,000 November 2020 Investor Note 370,000 3,870,000 370,000 245,000 3,255,000 The November 2020 Streeterville Note bears interest at a rate of 10% 12 0.8 million 1.25 million 25 2 10 20 30 Equity Payment 10 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 April 2021 Note Increase 15,000,000 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 10 15 5 30 In connection with the November 2020 Note Purchase Agreement and the November 2020 Streeterville Note, the Company entered into a Security Agreement with Streeterville (the “ Security Agreement The November 2020 Investor Note, in the principal amount of $ 1,500,000 10% November 23, 2021 On March 22, 2021, we entered into a Note Purchase Agreement dated March 23, 2021 (the “ March 2021 Note Purchase Agreement 9,370,000 March 2021 Streeterville Note 7,000,000 1,500,000 March 2021 Investor Note 850,000 OID 20,000 700,000 150,000 The March 2021 Streeterville Note bears interest at a rate of 10% March 23, 2022 2.125 million 25% 2% 10% 20% 30% Equity Payment 10% The March 2021 Streeterville Note provides that if any of the following events have not occurred on or before June 30, 2021, the then outstanding balance of the note (including accrued and unpaid interest) increases by an amount equal to 25% 15,000,000 March 2021 Note Transaction Conditions The March 2021 Note Purchase Agreement required that we complete the purchase of the Reinhart (the “ Reinhart Interest Also on May 26, 2021, Streeterville funded the March 2021 Investor Note (in the amount of $ 1.5 million We made a required equity payment of $ 1,857,250 20% We failed to timely meet the November 2020 Note Transaction Conditions; however, on June 1, 2021, Streeterville agreed to defer 50% 506,085 506,085 On June 22, 2021, the Company entered into an Exchange Agreement with Streeterville, pursuant to which Streeterville exchanged $ 600,000 1.25 million 300,000 On July 21, 2021, the Company entered into an Exchange Agreement with Streeterville, whereby Streeterville exchanged $ 400,000 200,000 HotPlay Convertible Notes 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 NextPlay Technologies, Inc $ 300,000 700,000 1,000,000 400,000 100,000 450,000 50,000 HotPlay Convertible Notes 3 On March 16, 2021, March 19, 2021, and April 15, 2021, HotPlay loaned the Company $ 9 million 1 million 2 million 9,000,000 1,000,000 2,000,000 15 million The advances, and the entry into the HotPlay Convertible Notes, were required conditions to the HotPlay Exchange Agreement. The HotPlay Notes were automatically forgiven by HotPlay as inter-company 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 | 6 Months Ended |
Aug. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Promissory Notes and Transactions | Note 9 – Related Party Promissory Notes and Transactions Schedule of related parties Name of related parties Relationship with the Company Red Anchor Trading Corporation (“ RATC”) A shareholder of the Company and controlled by CEO of the Company and a director of the Company Tree Roots Entertainment Group Company Limited (“TREG”) A shareholder of the Company T&B Media Global (Thailand) Company Limited (“T&B”) A shareholder of the Company Dees Supreme Company Limited A shareholder of the Company HotNow (Thailand) Company Limited (“HotNow”) An entity controlled by a Co-CEO of the Company True Axion Interactive Company Limited (“TAI”) An entity controlled by a Co-CEO of the Company Magnolia Quality Development Corporation Limited (“MQDC”) A shareholder of TREG which is a shareholder of the Company Nithinan Boonyawattanapisut CEO of the Company, a shareholder of the Company, RATC, HotNow and TAI Other than disclosed elsewhere, the Company had the following significant related party transactions for the six months ended August, 31, 2021. Payment of rental expense: Tree Roots Entertainment Group Co., Ltd 26,425 Purchase of intangible asset: HotNow (Thailand) Company Limited 318,123 Purchase of equipment: HotNow (Thailand) Company Limited 117,385 Operating expense: HotNow (Thailand) Company Limited 188,492 Interest expense of loan from: Magnolia Quality Development Corporation Limited 21,446 Tree Roots Entertainment Group Company Limited 51,262 Rental expense: Tree Roots Entertainment Group Co., Ltd 54,078 Payment of loan interest: Magnolia Quality Development Corporation Limited 21,097 Tree Roots Entertainment Group Co., Ltd 22,077 Payment of contract cost: HotNow (Thailand) Company Limited 499,843 The Company entered into a short-term loan with MQDC for $ 480,000 15,000,000 9 2,550 The Company entered into a short-term loan with TREG for $ 543,000 17,000,000 9.7 4,445 7,000,000 223,000 a) The Company had the following related party balances as of August 31, 2021: Nature August 31 , 2021 Amounts due from related party: HotNow (Thailand) Company Limited 1,431 Amounts due to related parties: Magnolia Quality Development Corporation Limited Accrued Interest expense 3,531 Tree Roots Entertainment Group Other payable 4,523 Accrued Interest expense 32,962 Accrued rental expense 44,782 Total $ 87,229 Notes payable: Magnolia Quality Development Corporation Limited 461,979 Tree Roots Entertainment Group 307,986 Total $ 769,965 On March 31, 2021, HotPlay Thailand entered into an asset purchase agreement with HotNow, a related party, which is also under the same common control of HotPlay Thailand to purchase some of the assets, all software used in the business including all rights under licenses and other agreements and employees with the aggregate price of 19,500,000 7% 624,000 5,000,000 149,533 14,500,000 474,467 HotPlay Thailand entered into a short-term loan with MQDC for $ 480,000 15,000,000 9 2,550 HotPlay Thailand entered into a short-term loan with TREG for $ 543,000 17,000,000 9.7 4,445 7,000,000 223,000 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 5,000 10,000 Board Compensation Terms 165,000 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 Co-Chief Executive Officer of the Company, which provides for Mr. Kerby to receive a base salary of $ 400,000 100 50 50 400,000 3.02 100,000 150,000 150,000 The Company declared dividends in arrears of $ 1,102,068 On April 8, 2021, the Company entered into an Exchange Agreement with William Kerby, its Co-Chief Executive Officer and director and Monaco Investment Partners II, LP (“ MI Partners Exchange Agreement 1,016,314 Accrued Dividends 430,889 430,889 585,425 585,425 Convertible Promissory Notes The Convertible Promissory Notes accrue interest at the rate of 12% 3.02 3.02 50,000 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 | 6 Months Ended |
Aug. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 10 – Stockholders’ Equity Preferred stock The aggregate number of shares of preferred stock that the Company is authorized to issue is up to One Hundred Million ( 100,000,000 .00001 Preferred Stock .01 Series A Preferred Stock The Company has authorized and designated 3,000,000 10 .01 Series A Preferred Stock The holders of record of shares of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of the Company and shall be entitled to one hundred (100) votes for each share of Series A Preferred Stock. Dividends in arrears on the previously outstanding Series A Preferred Stock shares totaled $ 0 1,102,068 The Company had 0 Series B Preferred Stock The Company has authorized and designated 10,000,000 33.85 Note 5 – Investment in Unconsolidated Affiliates 0.74177 As of August 31, 2021 and February 28, 2021, 0 10,000,000 Series C Preferred Stock The Company has authorized and designated 3,828,500 one As of August 31, 2021 and February 28, 2021, 0 3,828,500 Series D Preferred Stock On July 21, 2021, the Company designated Series D Convertible Preferred Stock (“ Series D Preferred Stock Series D Designation 6,100,000 0.00001 Liquidation Preference 1.00 6,100,000 Conversion Rate 0.44 1.00 2.28 0 0 Common Stock The Company issued the initial payment of $ 500,000 344,400 During the three months ended August 31, 2021, the following shares of common stock were issued: ● 1,925,581 4,813,953 ● 325,000 605,747 ● 335,000 1,270,000 ● 8,000 16,000 ● 63,246,200 79,057,750 The Company had 89,693,984 62,400,000 Common Stock Warrants The following table sets forth common stock purchase warrants outstanding as of August 31, 2021, and February 28, 2021, and changes in such warrants outstanding for the quarter ending August 31, 2021: Warrant Weighted Average Exercise Outstanding, February 28, 2021 3,045,921 $ 2.50 Warrants granted 161,900 $ 2.00 Warrants exercised/forfeited/expired (225,400 ) $ (2.00 ) Outstanding, August 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 2.50 1.18 At August 31, 2021, there were warrants outstanding to purchase 2,982,421 2.45 0.93 During the quarter ended August 31, 2021, the Company granted: ● warrants to purchase 161,900 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323 eight years 9,424 14,735 19,067 19,447 19,838 20,239 20,651 The rent for the quarters ended August 31, 2021 and August 31, 2020 was $ 18,671 33,628 1,232,520 1,232,520 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 Nextplay $ 62,485 $ 176,822 $ 239,307 Office Lease HotPlay $ 18,000 $ 18,000 Insurance and Other 55,917 55,917 111,833 Totals $ 136,402 $ 232,739 $ 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 1,968,000 IDS Shares 2.50 4,920,000 On April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and TD Assets Holding, LLC (“ TD Asset Daniels 1,968,000 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 claims pursuant to a court ordered mediation in February 2021. Effective on May 18, 2021, the Company, IDS, TD Asset and Ari Daniels, the principal of IDS, entered into an Amendment to Intellectual Property Purchase Agreement (the “ IP Purchase Amendment 2,850,000 Payment 500,000 195,833 Required Payments IDS agreed to transfer the Paying Party a number of the IDS Shares equal to the amount of the cash payment(s) made by a Paying Party multiplied by 0.6888 as to the first $500,000 payment, and 0.691 as to the monthly payments Pursuant to the IP Purchase Amendment, on May 19, 2021 the Company made the initial payment of $ 500,000 344,400 On September 27, 2021, the Court entered the Agreed Order. The Court ordered that (i) the Company resume the monthly payment on or before September 28, 2021 (which payment has not been made due to failure of IDS to provide required documents), (ii) $ 24,583.33 20,000 th Litigation between Axion and NextPlay On January 15, 2021, Axion Ventures, Inc., filed a civil claim in the Supreme Court of British Columbia (Action No. S-209245), against J. Todd Bonner, our director, Nithinan Boonyawattanapisut, our Co-Chief Executive Officer and director, the Company, William Kerby, our Co-Chief Executive Officer, Cern One Limited, Red Anchor Trading Corp., CC Asia Pacific Ventures Ltd., HotPlay 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. Axion’s claim includes causes of action for conspiracy and fraud; theft of Axion intellectual property and ownership of Longroot; an investor scheme; breaches of fiduciary duty by Mr. Bonner and Ms. Boonyawattanapisut and others; negligence; knowing assistance of breach of fiduciary duty; collective trust; knowing receipt of trust property; knowing assistance in dishonest conduct; unjust enrichment; and breach of honest performance. The claim seeks general and special damages for conspiracy, damages for breaches of fiduciary duties, accountings and repayments of amounts alleged improperly paid, including to the Company, interim, interlocutory and permanent injunctions, rescission of the issuance of shares of Longroot Cayman; restitution; the return of Axion’s intellectual property; and other accountings, damages, punitive damages, interest and special costs. On April 9, 2021, the Company, on behalf of itself, Mr. Kerby and 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. On September 1, 2021, the Company filed a lawsuit in the Supreme Court of British Columbia (Action No. S-217835) under the Canadian Foreign Money Claims Act (R.S.B.C. 1996, c. 155). The defendants are Axion; Axion Interactive Inc., a wholly-owned subsidiary of Axion; and Ying Pei Digital Technology (Shanghai) Company Ltd., a Chinese wholly-owned subsidiary of Axion. NextPlay owns approximately 33.85% The Company alleges debts that the defendants refuse to pay totaling USD $ 7,657,023 The lawsuit states that J. Todd Bonner, Nithinan ‘Jess’ Boonyawattanapisut, Cern One Limited, and Red Anchor Trading Corp. made loans totaling USD $ 9,141,372 7,657,023 |
Business Segment Reporting
Business Segment Reporting | 6 Months Ended |
Aug. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Note 12 – Business Segment Reporting Accounting Standards Codification 280-10 “ Segment Reporting The Company has three operating segments consisting of (i) the NextMedia Division, which consists of HotPlay and Reinhart/Zappware, (ii) the NextFinTech Division, which consists of Longroot and NextBank, and (iii) NextTrip Division, which includes NextTrip holdings. The Company’s chief operating decision maker is considered to be the Co-Chief Executive Officers. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level. Schedule of segments For the six months ended August 31, 2021 NextTrip NextFinTech NextMedia Total Sales $ 36,890 $ 293,357 $ 2,317,036 $ 2,647,283 Cost of Sales $ 34,231 $ 87,339 $ 1,152,770 $ 1,274,340 Gross Profit $ 2,659 $ 206,018 $ 1,164,266 $ 1,372,943 For the three months ended August 31, 2021 NextTrip NextFinTech NextMedia Total Sales $ 36,890 $ 293,357 $ 2,317,036 $ 2,647,283 Cost of Sales $ 34,231 $ 87,339 $ 1,152,770 $ 1,274,340 Gross Profit $ 2,659 $ 206,018 $ 1,164,266 $ 1,372,943 For the six months ended August 31, 2020* NextTrip NextFinTech NextMedia Total Sales $ — $ — $ — $ — Cost of Sales — — — — Gross Profit $ — $ — $ — $ — For the three months ended August 31, 2020* NextTrip NextFinTech NextMedia Total Sales $ — $ — $ — $ — Cost of Sales — — — — Gross Profit $ — $ — $ — $ — * Due to the reverse acquisition with HotPlay, the year-ago results incorporated only HotPlay's financials. There were no reconciling or inter-company items between segments. Schedule of geographic information Sales August 31, August 31, United States and Puerto Rico $ 330,247 $ — Europe 2,317,036 — Thailand — — $ 2,647,283 $ — Long-lived Assets August 31, February 28, United States and Puerto Rico $ 47,095,396 $ — Europe 9,980,308 — Thailand 9,481,355 7,785,396 $ 66,640,215 $ 7,785,396 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Aug. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Nithinan Boonyawattanapisut’s Employment Agreement On September 16, 2021, the Company entered into an Employment Agreement with Nithinan ‘Jess’ Boonyawattanapisut, its Co-Chief Executive Officer and member of its board of directors, which agreement has an effective date of October 1, 2021. The agreement remains in effect (renewing automatically on a month-to-month basis), until either party provides the other at least 30 days prior written notice of its intent to terminate the agreement, or until terminated as discussed below. The agreement includes a non-compete provision, prohibiting Ms. Boonyawattanapisut from competing against the Company during the term of the agreement and for a period of 12 months after termination thereof (subject to certain exceptions described below), in any state or country in connection with (A) the commercial sale of products sold by the Company during the six (6) months preceding the termination date; and (B) any services the Company commercially offered during the six (6) months prior to the termination date (collectively, the “Non-Compete”). During the term of the agreement, Ms. Boonyawattanapisut is to receive a base salary of $ 400,000 200,000 25,000 1,500 The agreement provides Ms. Boonyawattanapisut with the option of receiving some or all of the base salary and/or any bonus in shares of the Company’s common stock, with such shares being based on the higher of (a) the closing sales price per share on the trading day immediately preceding the determination by Ms. Boonyawattanapisut to accept shares in lieu of cash; and (b) the lowest price at which such issuance will not require stockholder approval under the rules of the stock exchange where the Company’s common stock is then listed or Nasdaq ((a) or (b) as applicable, the “Share Price” and the “Stock Option”), provided that Ms. Boonyawattanapisut is required to provide the Company at least five business days prior written notice if she desires to exercise the Stock Option as to any payment of compensation, unless such time period is waived by the Company. The issuance of the shares described above is subject to the approval of the stock exchange where the Company’s common stock is then listed or Nasdaq, and where applicable, stockholder approval, and in the sole discretion of the board of directors, may be issued under, or outside of, a stockholder approved stock plan. The agreement includes standard provisions relating to the reimbursement of business expenses, indemnification rights, rights to Company property and inventions (which are owned by the Company), dispute resolutions, tax savings, clawback rights and provisions entitling Ms. Boonyawattanapisut to receive any fringe benefits offered by the Company to other executives (subsidized in full by the Company) including, but not limited to, family coverage for health/medical/dental/vision, life and disability insurance. The agreement terminates upon Ms. Boonyawattanapisut’s death and can be terminated by the Company upon her disability (as described in the agreement), by the Company for Cause (defined below) or Ms. Boonyawattanapisut for Good Reason (defined below). For the purposes of the agreement, (A) “Cause” means (i) Ms. Boonyawattanapisut’s gross and willful misappropriation or theft of the Company’s or any of its subsidiary’s funds or property; or (ii) Ms. Boonyawattanapisut’s conviction of, or plea of guilty or nolo contendere to, any felony or crime involving dishonesty or moral turpitude; or (iii) Ms. Boonyawattanapisut materially breaches any obligation, duty, covenant or agreement under the agreement, which breach is not cured or corrected within thirty (30) days of written notice thereof from the Company ( except for certain breaches which cannot be cured); or (iv) Ms. Boonyawattanapisut commits any act of fraud; and (B) “Good Reason” means (i) without the consent of Ms. Boonyawattanapisut, the Company materially reduces Ms. Boonyawattanapisut’s title, duties or responsibilities, without the same being corrected within ten (10) days after being given written notice thereof; (ii) the Company fails to pay any regular installment of base salary to Ms. Boonyawattanapisut and such failure to pay continues for a period of more than thirty (30) days; or (iii) a successor to the Company fails to assume the Company’s obligations under the agreement, without the same being corrected within thirty (30) days after being given written notice thereof. In the event of termination of the agreement for death or disability by Ms. Boonyawattanapisut without Good Reason, or for Cause by the Company, Ms. Boonyawattanapisut is due all consideration due and payable to her through the date of termination. In the event of termination of the agreement by Ms. Boonyawattanapisut for Good Reason or the Company for any reason other than Cause (or if Ms. Boonyawattanapisut’s employment is terminated other than for Cause within six (6) months before or twenty-four (24) months following the occurrence of a Change of Control (defined in the agreement) of the Company), Ms. Boonyawattanapisut is due all consideration due and payable through the date of termination; a lump sum payment equal to twelve (12) months of base salary; continued participation in all benefit plans and programs of the Company for twelve (12) months after termination (or at the option of the Company, reimbursement of COBRA insurance premiums for substantially similar coverage as the Company’s plans); and the Non-Compete will not apply to Ms. Boonyawattanapisut. The terms of the agreement were approved by the Company’s Compensation Committee and Audit Committee, each consisting solely of ‘independent’ members of the Company’s board of directors. Board of Directors’ Compensation On September 16, 2021, the Board of Directors approved an updated compensation plan setting forth compensation payable to the non-executive members of the Board of Directors. Pursuant to the updated compensation plan, each non-executive member of the Board of Directors will receive (a) compensation of $ 60,000 15,000 30,000 70% 30% Hudson Bay’s Warrant Exchange Agreement On September 22, 2021, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Hudson Bay Master Fund Ltd. (the “Holder”), a holder of warrants to purchase 322,000 2.00 900,000 15,000 The Note is payable by the Company, in four equal payments of $ 225,000 payments due on October 22, 2021, November 22, 2021, December 22, 2021, and on maturity, January 22, 2022 18 25 125 NextBank International Preferred Stock Exchange Agreement On September 28, 2021, the Company entered into a Preferred Stock Exchange Agreement (the “Preferred Exchange Agreement”) with NextBank, which was acquired by the Company on July 21, 2021 (see “ Note 6—Acquisitions and Dispositions Pursuant to the Preferred Exchange Agreement, the Company agreed to exchange 5,070,000 10,140 10,140,000 2 The Preferred Exchange Agreement included customary representations, covenants and warranties of the parties, and closing conditions which would be customary for a transaction of this type. The transactions contemplated by the Preferred Exchange Agreement closed on October 1, 2021. IDS Settlement On September 27, 2021, the Court entered into the Agreed Order. The Court ordered that (i) to resume the monthly payment on or before September 28, 2021, (ii) $ 24,583.33 20,000 th Streeterville Exchange Agreement On September 1, 2021 the Company entered into an Exchange Agreement with Streeterville, whereby Streeterville exchanged $ 270,000 135,000 Intellectual Property Purchase Agreements On August 19, 2021, the Company entered into an Intellectual Property Purchase Agreements with Fighter Base Publishing Inc. (“ Fighter Base Token IQ IP Sellers IPP Agreements Pursuant to the Fighter Base IPP Agreement, the intellectual property to be acquired thereunder has a mutually agreed upon value of $ 5 million 1,666,667 3 Pursuant to the Token IQ IPP Agreement, the intellectual property to be acquired thereunder has a mutually agreed upon value of $ 5 million 1,250,000 4 The Token IQ IPP Agreement includes the right for Token IQ to license the intellectual property purchased thereunder to third parties, with the approval of the Company, which shall not be unreasonable withheld, provided that any licenses are non-transferable, non-sublicensable and non-exclusive, and that the licenses will not compete with the Company. Any consideration received by Token IQ from such licenses will be split 50/50 between the Company and Token IQ. The closing of the transactions contemplated by the IPP Agreements are subject to customary closing conditions, which include, due to Mr. Vange’s status as an officer of the Company, the approval of the Company’s shareholders of the transactions contemplated by the IPP Agreements and the issuance of shares of common stock thereunder. Consulting Agreement Effective on August 19, 2021, the Board of Directors of the Company appointed Mr. Andrew Greaves to serve as the Company’s Chief Operating Officer and changed Mr. Timothy Sikora’s titles from Chief Operating Officer of the Company and Chief Information Officer of NextTrip, to Chief Information Officer of the Company and President and Chief Operating Officer of NextTrip. On June 9, 2021, GLM Consulting Ltd (the “ Consultant 1,000 39,000 |
Summary of Business Operation_2
Summary of Business Operations and Significant Accounting Policies (Policies) | 6 Months Ended |
Aug. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Business Organization | Nature of Operations and Business Organization NextPlay Technologies, Inc. and its consolidated subsidiaries (“NextPlay”, “we”, “our”, “us”, or the “Company”) is building a technology solutions company, offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay’s engaging products and services utilize innovative advertising technology (AdTech), Artificial Intelligence (AI) and financial technology (FinTech) solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay is organized into three ( 3 In the Interactive Digital Media Division, NextPlay closed its acquisition of HotPlay Enterprise Limited and its In-Game Advertising (“IGA”) platform on June 30, 2021, and acquired a 51% 100 In the Finance and Technology Division, the Company’s acquisition of International Financial Enterprise Bank (“IFEB”), now called NextBank International, Inc. (“NextBank”), is expected to allow NextPlay to offer individuals and households asset management and banking services, and travel related services such as travel finance and travel insurance, subject to regulatory approval and licensing. Our company in accordance with Thailand foreign ownership laws, holds an indirect control of Longroot (Thailand) Company Limited (“Longroot”) which operates Initial Coin Offering (“ICO”) Portal which is approved and regulated by the Thai Securities and Exchange Commission (“Thai SEC”). The Portal enables us to crypto-securitize an array of high quality alternative assets, such as video games, insurance contracts, and real estate. These digital assets serve as a new asset class and will create significant opportunities to accelerate products and services within the Fintech division’s asset management business. Leveraging Longroot Thailand’s blockchain technology, NextPlay is developing blockchain products and solutions to support its other business units, such as a next generation insurance solution to be offered through our Travel division. Our Travel division currently offers booking solutions for both business and leisure travel and plans to expand its product and services offerings by integrating multiple technologies from other NextPlay divisions. |
Reverse Acquisition of HotPlay Enterprise Ltd. | Reverse Acquisition of HotPlay Enterprise Ltd. On July 23, 2020, the Company (then known as Monaker Group, Inc. (“Monaker”)) entered into a Share Exchange Agreement (as amended from time to time, the “Share Exchange Agreement”) with HotPlay Enterprise Limited (“HotPlay”) and the stockholders of HotPlay (the “HotPlay Stockholders”). Pursuant to the Share Exchange Agreement, Monaker exchanged shares of its common stock for 100% |
Reverse Acquisition | Reverse Acquisition HotPlay, as the accounting acquirer, recorded the assets acquired and liabilities assumed of Monaker in the reverse acquisition at its fair value as of the acquisition date. HotPlay’s historical financial statements have replaced Monaker’s historical consolidated financial statements with respect to periods prior to the completion of the merger, with retroactive adjustments to HotPlay’s legal capital to reflect the legal capital of Monaker. Monaker (which was renamed NextPlay Technologies, Inc. in connection with the reverse acquisition) remains the continuing registrant and reporting company. HotPlay was determined to be the accounting acquirer based on the following facts and circumstances: (1) members of HotPlay and HotPlay Stockholders owned approximately 72.61 The Company recorded all tangible and intangible assets acquired and liabilities assumed at their preliminary estimated fair values on the reverse acquisition date. The following represents the allocation of the estimated purchase consideration: Reverse Acquisition of HotPlay Enterprise Ltd. (6/30/21) Fair Value of Monaker assets acquired Cash $ 9,323,686 Current assets $ 24,082,699 Non-current assets $ 26,247,848 Net assets acquired $ 59,654,233 Fair Value of Monaker liabilities assumed Current liabilities $ 32,482,320 Non-current liabilities $ 5,420,131 Net liabilities assumed $ 37,902,451 Net assets acquired $ 21,751,782 Purchase consideration Number of Monaker common shares outstanding as of 6/30/2021 23,854,203 Monaker share price as of 6/30/2021 $ 2.24 Preliminary estimate of fair value of common shares $ 53,433,415 Fair value of total estimated consideration transferred $ 53,433,415 Purchase Price Allocation Fair value of Monaker net assets acquired as of 6/30/2021 $ 21,751,782 Fair value of total estimated consideration transferred $ 53,433,415 Goodwill $ 31,681,633 |
Interim Financial Statements | Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“ US GAAP SEC The results of operations for the six months ended August 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 condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All material inter-company transactions and accounts have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These differences could have a material effect on the Company’s future results of operations and financial position. Significant items subject to estimates and assumptions include the fair value of investments, the carrying amounts of intangible assets, depreciation and amortization, 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 on August 31, 2021 and February 28, 2021. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses. Prepaid expenses are expensed over time according to the period where it is indicated on the contract. |
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 three-year |
Loans Receivable | Loans Receivable Loans that the Company has the intent and ability to hold for the foreseeable future, or until maturity or pay-off, generally are stated at their outstanding principal amount adjusted for charge-offs and the allowance for loan losses. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due, unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. As of August 31, 2021, there were no loans placed on non-accrual. |
Interest and Non-interest Bearing Deposits | Interest and Non-interest Bearing Deposits During the period ended August 31, 2021, the Company had interest and non-interest- bearing deposits received from customers with interest rates ranging from 0% to 4% payable per annum. |
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 |
Computer, Furniture and Equipment | Computer, Furniture and Equipment The Company purchases computers, laptops, furniture and fixture. These are originally recorded at cost and stated at cost less accumulated depreciation. The computers and laptops are depreciated over a useful life of 3 years 5 years |
Business Combination | Business Combination The Company uses the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ ASC 805 |
Impairment of Intangible Assets | Impairment of Intangible Assets In accordance with ASC 350-30-65 “ Goodwill and Other Intangible Assets 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives. The Company incurred depreciation and amortization expense of $ 1,526,740 194,114 |
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. 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. |
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 six months ended August 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 Travel 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. 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). NextBank International NextBank International provides traditional banking services in niche-focused businesses, including commercial and residential real estate and the origination and sale of loans and receivables financing, among other types of lending services. Revenue is recognized from two sources, interest income and loan fees. Interest is accrued as earned based upon the daily outstanding principal balance. The accrual of interest is generally discontinued at the time a loan is 90 days past due, unless the credit is well-secured and in the process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged- off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. Interest on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. As of August 31, 2021, there were no loans placed on non-accrual. Revenue is also recognized on service fees such as loan origination fees, brokering fees, and deposit account fees. Digital Media Revenue is generated from subscriptions and services rendered. Subscription revenues are deferred and recognized as the service is performed each month. Revenue from services is recognized when the contractual performance obligation is met. |
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, interest expense, loan related commissions, cost of services and sub-contractors. |
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 six months ended August 31, 2021 and August 31, 2020, was $ 361,629 0 |
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 is measured as the excess, if any, of the fair value of the modified award determined in accordance with the provisions of ASC Topic 718-20-35-3 over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but it does provide guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities. Financial instruments consist principally of cash, accounts receivable, investments in unconsolidated affiliates, other 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 ACCOUNTING STANDARDS UPDATE 2016-13, FINANCIAL INSTRUMENTS—CREDIT LOSSES (TOPIC 326) On June 16, 2016, the FASB completed its Financial Instruments—Credit Losses project by issuing Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The new guidance requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The new guidance; (i) eliminates the probable initial recognition threshold in current GAAP and, instead, reflects an organization’s current estimate of all expected credit losses over the contractual term of its financial assets, (ii) broadens the information that an entity can consider when measuring credit losses to include forward-looking information, (iii) increases usefulness of the financial statements by requiring timely inclusion of forecasted information in forming expectations of credit losses, (iv) increases comparability of purchased financial assets with credit deterioration (PCD assets) with other purchased assets that do not have credit deterioration as well as originated assets because credit losses that are expected will be recorded through an allowance for credit losses for all assets, (v) increases users’ understanding of underwriting standards and credit quality trends by requiring additional information about credit quality indicators by year of origination (vintage), and (vi) aligns the income statement recognition of credit losses, for available-for-sale debt securities, with the reporting period in which changes occur by recording credit losses (and subsequent changes in credit losses) through an allowance rather than a write down. The new guidance affects organizations that hold financial assets and net investments in leases that are not accounted for at fair value with changes in fair value reported in net income. It affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For public business entities that meet the definition of a U.S. Securities and Exchange (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. We are currently evaluating the impact of the new guidance. Segment Reporting Accounting Standards Codification 280-10 “ Segment Reporting An operating segment component has the following characteristics: a. It engages in business activities from which it may recognize revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity). b. Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. c. Its discrete financial information is available. The Company has three operating segments consisting of (i) the NextMedia Division, which consists of HotPlay and Reinhart/Zappware, (ii) the NextFinTech Division, which consists of Longroot and NextBank, and (iii) NextTrip Division, which includes NextTrip holdings. The Company’s chief operating decision maker is considered to be the Co-Chief Executive Officers. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level. See Note 13 Business Segment Reporting for details on each segment unit. |
Summary of Business Operation_3
Summary of Business Operations and Significant Accounting Policies (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The following represents the allocation of the estimated purchase consideration: | The Company recorded all tangible and intangible assets acquired and liabilities assumed at their preliminary estimated fair values on the reverse acquisition date. The following represents the allocation of the estimated purchase consideration: Reverse Acquisition of HotPlay Enterprise Ltd. (6/30/21) Fair Value of Monaker assets acquired Cash $ 9,323,686 Current assets $ 24,082,699 Non-current assets $ 26,247,848 Net assets acquired $ 59,654,233 Fair Value of Monaker liabilities assumed Current liabilities $ 32,482,320 Non-current liabilities $ 5,420,131 Net liabilities assumed $ 37,902,451 Net assets acquired $ 21,751,782 Purchase consideration Number of Monaker common shares outstanding as of 6/30/2021 23,854,203 Monaker share price as of 6/30/2021 $ 2.24 Preliminary estimate of fair value of common shares $ 53,433,415 Fair value of total estimated consideration transferred $ 53,433,415 Purchase Price Allocation Fair value of Monaker net assets acquired as of 6/30/2021 $ 21,751,782 Fair value of total estimated consideration transferred $ 53,433,415 Goodwill $ 31,681,633 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the applicable guidance. | In accordance with ASC 805, as described in “ Note 1 – Summary of Business Operations and Significant Accounting Policies The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the applicable guidance. Acquisition of Reinhart TV AG/Zappware Total Identifiable Assets $ 20,920,433 Total liabilities $ 10,212,673 Net Assets $ 10,707,760 Total Consideration transferred $ 10,707,760 |
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 | 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 Founder’s Shares based on the following schedule: Date right is triggered Percent of Founder’s Shares eligible to be sold Required Purchase Price January 1, 2024 33 15 times EBITDA based on audited 2023 Reinhart financials January 1, 2025 66 15 times EBITDA based on audited 2024 Reinhart financials December 20, 2025 100 Higher of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials January 1, 2026 100 Lower of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials |
The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the guidance. | In accordance with ASC 805, as described in “ Note 1 – Summary of Business Operations and Significant Accounting Policies The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the guidance. Acquisition of NextBank International, Inc. (7/21/21) Fair Value of assets acquired Cash $ 4,200,006 Current assets $ 8,789,072 Non-current assets $ 224,210 Net assets acquired $ 13,213,288 Fair Value of liabilities assumed Current liabilities $ 9,643,436 Non-current liabilities $ — Net liabilities assumed $ 9,643,436 Net assets acquired $ 3,569,852 Purchase consideration Cash $ 6,400,000 Common stock ( 1,925,581 2.50 $ 4,813,953 Fair value of total consideration transferred $ 11,213,953 Purchase Price Allocation Fair value of net assets acquired as of 7/21/2021 $ 3,569,852 Fair value of total consideration transferred $ 11,213,953 Goodwill $ 7,644,101 (1) The $ 6.4 million |
Website Development Costs and_2
Website Development Costs and Intangible Assets (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of August 31, 2021: | The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of August 31, 2021: August 31, 2021 Useful Life Cost Impairment Accumulated Amortization Net Carrying Value In-Service Date (Estimate) Website platform 1 $ 400,000 — $ 400,000 $ — — Contracts, domains, customer lists 2 1,199,446 — 1,199,446 — — Website platform 3 635,756 — 635,756 — — Website development costs 3 912,416 — 890,141 22,275 — Software development costs 3 36,823,358 — 24,262,427 12,560,931 — Trademark & License Indefinite 8,019,680 — 923,198 7,096,482 — Software licenses 3 367,930 — 47,825 320,105 — CIP – IDS Project 3,126,543 3,126,543 — — — CIP – Not in service 315,831 — — 315,831 12/01/2021 $ 51,800,960 3,126,543 $ 28,358,793 20,315,624 |
Based on the carrying value of definite-lived intangible assets as of August 31, 2021, we estimate our amortization expense for the next five years will be as follows: | Based on the carrying value of definite-lived intangible assets as of August 31, 2021, we estimate our amortization expense for the next five years will be as follows: As of August 31, 2021 Amortization Expense 2022 $ 4,905,129 2023 6,790,982 2024 6,400,327 2025 2,219,186 2026 — $ 20,315,624 |
Related Party Promissory Note_2
Related Party Promissory Notes and Transactions (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related parties | Schedule of related parties Name of related parties Relationship with the Company Red Anchor Trading Corporation (“ RATC”) A shareholder of the Company and controlled by CEO of the Company and a director of the Company Tree Roots Entertainment Group Company Limited (“TREG”) A shareholder of the Company T&B Media Global (Thailand) Company Limited (“T&B”) A shareholder of the Company Dees Supreme Company Limited A shareholder of the Company HotNow (Thailand) Company Limited (“HotNow”) An entity controlled by a Co-CEO of the Company True Axion Interactive Company Limited (“TAI”) An entity controlled by a Co-CEO of the Company Magnolia Quality Development Corporation Limited (“MQDC”) A shareholder of TREG which is a shareholder of the Company Nithinan Boonyawattanapisut CEO of the Company, a shareholder of the Company, RATC, HotNow and TAI |
Other than disclosed elsewhere, the Company had the following significant related party transactions for the six months ended August, 31, 2021. | Other than disclosed elsewhere, the Company had the following significant related party transactions for the six months ended August, 31, 2021. Payment of rental expense: Tree Roots Entertainment Group Co., Ltd 26,425 Purchase of intangible asset: HotNow (Thailand) Company Limited 318,123 Purchase of equipment: HotNow (Thailand) Company Limited 117,385 Operating expense: HotNow (Thailand) Company Limited 188,492 Interest expense of loan from: Magnolia Quality Development Corporation Limited 21,446 Tree Roots Entertainment Group Company Limited 51,262 Rental expense: Tree Roots Entertainment Group Co., Ltd 54,078 Payment of loan interest: Magnolia Quality Development Corporation Limited 21,097 Tree Roots Entertainment Group Co., Ltd 22,077 Payment of contract cost: HotNow (Thailand) Company Limited 499,843 |
The Company had the following related party balances as of August 31, 2021: | a) The Company had the following related party balances as of August 31, 2021: Nature August 31 , 2021 Amounts due from related party: HotNow (Thailand) Company Limited 1,431 Amounts due to related parties: Magnolia Quality Development Corporation Limited Accrued Interest expense 3,531 Tree Roots Entertainment Group Other payable 4,523 Accrued Interest expense 32,962 Accrued rental expense 44,782 Total $ 87,229 Notes payable: Magnolia Quality Development Corporation Limited 461,979 Tree Roots Entertainment Group 307,986 Total $ 769,965 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Equity [Abstract] | |
The following table sets forth common stock purchase warrants outstanding as of August 31, 2021, and February 28, 2021, and changes in such warrants outstanding for the quarter ending August 31, 2021: | The following table sets forth common stock purchase warrants outstanding as of August 31, 2021, and February 28, 2021, and changes in such warrants outstanding for the quarter ending August 31, 2021: Warrant Weighted Average Exercise Outstanding, February 28, 2021 3,045,921 $ 2.50 Warrants granted 161,900 $ 2.00 Warrants exercised/forfeited/expired (225,400 ) $ (2.00 ) Outstanding, August 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) | 6 Months Ended |
Aug. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
The following schedule represents obligations and commitments on the part of the Company that are not included in liabilities: | 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 Nextplay $ 62,485 $ 176,822 $ 239,307 Office Lease HotPlay $ 18,000 $ 18,000 Insurance and Other 55,917 55,917 111,833 Totals $ 136,402 $ 232,739 $ 377,783 |
Business Segment Reporting (Tab
Business Segment Reporting (Tables) | 6 Months Ended |
Aug. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segments | The Company has three operating segments consisting of (i) the NextMedia Division, which consists of HotPlay and Reinhart/Zappware, (ii) the NextFinTech Division, which consists of Longroot and NextBank, and (iii) NextTrip Division, which includes NextTrip holdings. The Company’s chief operating decision maker is considered to be the Co-Chief Executive Officers. The chief operating decision maker allocates resources and assesses performance of the business and other activities at the single operating segment level. Schedule of segments For the six months ended August 31, 2021 NextTrip NextFinTech NextMedia Total Sales $ 36,890 $ 293,357 $ 2,317,036 $ 2,647,283 Cost of Sales $ 34,231 $ 87,339 $ 1,152,770 $ 1,274,340 Gross Profit $ 2,659 $ 206,018 $ 1,164,266 $ 1,372,943 For the three months ended August 31, 2021 NextTrip NextFinTech NextMedia Total Sales $ 36,890 $ 293,357 $ 2,317,036 $ 2,647,283 Cost of Sales $ 34,231 $ 87,339 $ 1,152,770 $ 1,274,340 Gross Profit $ 2,659 $ 206,018 $ 1,164,266 $ 1,372,943 For the six months ended August 31, 2020* NextTrip NextFinTech NextMedia Total Sales $ — $ — $ — $ — Cost of Sales — — — — Gross Profit $ — $ — $ — $ — For the three months ended August 31, 2020* NextTrip NextFinTech NextMedia Total Sales $ — $ — $ — $ — Cost of Sales — — — — Gross Profit $ — $ — $ — $ — * Due to the reverse acquisition with HotPlay, the year-ago results incorporated only HotPlay's financials. |
Schedule of geographic information | Schedule of geographic information Sales August 31, August 31, United States and Puerto Rico $ 330,247 $ — Europe 2,317,036 — Thailand — — $ 2,647,283 $ — Long-lived Assets August 31, February 28, United States and Puerto Rico $ 47,095,396 $ — Europe 9,980,308 — Thailand 9,481,355 7,785,396 $ 66,640,215 $ 7,785,396 |
Summary of Business Operation_4
Summary of Business Operations and Significant Accounting Policies (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2021USD ($) | Aug. 31, 2020USD ($) | Aug. 31, 2021USD ($)Segment | Aug. 31, 2020USD ($) | Jun. 30, 2021 | Jun. 23, 2021 | |
Number of segments | Segment | 3 | |||||
Depreciation and amortization expense | $ 1,391,947 | $ 130,782 | $ 1,526,740 | $ 194,114 | ||
Advertising expense | $ 361,629 | $ 0 | ||||
Software and Software Development Costs [Member] | ||||||
Estimated useful life | 3 years | |||||
Computer Equipment [Member] | ||||||
Estimated useful life | 3 years | |||||
Furniture and Fixtures [Member] | ||||||
Estimated useful life | 5 years | |||||
HotPlay [Member] | ||||||
Reverse merger acquisition percentage | 100.00% | |||||
Reinhart [Member] | ||||||
Percentage acquired | 51.00% | |||||
Reinhart [Member] | Zappware [Member] | ||||||
Ownership percentage | 100.00% | |||||
NextPlay Technologies Inc. [Member] | HotPlay [Member] | ||||||
Percentage acquired | 72.61% |
The following represents the al
The following represents the allocation of the estimated purchase consideration: (Details) - USD ($) | Jun. 30, 2021 | Aug. 31, 2021 | Feb. 28, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 42,990,276 | $ 0 | |
Reverse Acquisition of HotPlay Enterprise Ltd. [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 9,323,686 | ||
Current assets | 24,082,699 | ||
Non-current assets | 26,247,848 | ||
Net assets acquired | 59,654,233 | ||
Current liabilities | 32,482,320 | ||
Non-current liabilities | 5,420,131 | ||
Net liabilities assumed | 37,902,451 | ||
Net assets acquired | $ 21,751,782 | ||
Number of Monaker common shares outstanding | 23,854,203 | ||
Monaker share price | $ 2.24 | ||
Preliminary estimate of fair value of common shares | $ 53,433,415 | ||
Fair value of total estimated consideration transferred | 53,433,415 | ||
Fair value of Monaker net assets acquired as of 6/30/2021 | 21,751,782 | ||
Fair value of total estimated consideration transferred | 53,433,415 | ||
Goodwill | $ 31,681,633 | $ 31,681,633 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Aug. 31, 2021 | Feb. 28, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 10,410,073 | $ 1,200,309 |
Working capital | 6,514,366 | |
Monthly cash requirement | 1,450,000 | |
Deferred Revenue | $ 898,088 |
Notable Financial Information (
Notable Financial Information (Details Narrative) - USD ($) | 6 Months Ended | ||
Aug. 31, 2021 | Jun. 30, 2021 | Feb. 28, 2021 | |
Prepaid expenses and other current assets | $ 2,598,781 | $ 235,746 | |
Accounts Receivable | 1,551,256 | 0 | |
Unbilled receivables | 4,760,457 | 0 | |
Loan Receivable | 9,309,102 | 0 | |
Goodwill | 42,990,276 | 0 | |
Goodwill increase | 42,990,276 | ||
Net computer, furniture and equipment | 629,005 | 25,793 | |
Depreciation | 39,312 | 1,381 | |
Accounts payable and accrued expenses | 6,190,967 | 343,941 | |
Other liabilities - customer deposits | 11,269,465 | 0 | |
Deferred Revenue | 898,088 | 0 | |
Short Term Note Payable Related Party | 769,965 | 1,053,082 | |
Long Term Note Payable Related Party | 1,350,994 | $ 0 | |
Reverse Acquisition of HotPlay Enterprise Ltd. [Member] | |||
Goodwill | 31,681,633 | $ 31,681,633 | |
NextBank International [Member] | |||
Goodwill | 7,644,101 | ||
Zappware [Member] | |||
Goodwill | $ 3,664,542 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Jun. 30, 2021 | Nov. 12, 2020 | Sep. 01, 2021 | Aug. 31, 2021 | Feb. 28, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Number of warrants | 2,982,421 | 3,045,921 | |||
Warrant exercise price | $ 2.45 | $ 2.50 | |||
Warrants term | 11 months 4 days | 1 year 2 months 4 days | |||
Creditor Warrants [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Number of warrants | 1,914,250 | ||||
Warrant exercise price | $ 2 | ||||
Warrants term | 2 years | ||||
Axion [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Notes receivable | $ 7,657,024 | ||||
Percentage of outstanding shares exchanged | 33.85% | ||||
Amount of debt exchanged | $ 7,657,024 | ||||
Axion [Member] | Subsequent Event [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Filed claim amount | $ 7,657,024 | ||||
Axion [Member] | Creditor Warrants [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Ownership percentage to trigger warrant vesting | 51.00% | ||||
Axion [Member] | Series B Preferred Stock [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Shares issued in exchange | 10,000,000 | ||||
Number of shares converted | 10,000,000 | ||||
Number of shares issued upon conversion | 7,417,700 | ||||
Axion [Member] | Series C Preferred Stock [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Number of shares exchanged for debt | 3,828,500 | ||||
Number of shares converted | 3,828,500 | ||||
Number of shares issued upon conversion | 3,828,500 |
Investments in Unconsolidated_2
Investments in Unconsolidated Affiliates (Details Narrative) - USD ($) | Jun. 30, 2021 | Nov. 16, 2020 | Nov. 12, 2020 | Oct. 28, 2020 | Jul. 02, 2018 | Aug. 31, 2006 | Mar. 31, 2021 | Oct. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Sep. 30, 2021 | Jul. 31, 2021 | Jul. 15, 2021 | Jul. 01, 2021 | Feb. 28, 2021 |
Number of warrants | 2,982,421 | 2,982,421 | 2,982,421 | 3,045,921 | |||||||||||||
Axion Ventures, Inc. [Member] | |||||||||||||||||
Ownership percentage | 33.85% | 33.85% | 33.85% | 33.80% | |||||||||||||
Recruiter.com Group [Member] | |||||||||||||||||
Share price | $ 4 | $ 4 | $ 4 | ||||||||||||||
Number of shares owned | 3,461 | 3,461 | 3,461 | 78,137 | |||||||||||||
Number of shares sold | 68,083 | ||||||||||||||||
Gain on sale of shares | $ 28,028 | ||||||||||||||||
Net change in fair value | $ 139,008 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Shares issued for purchase | 39,000,000 | ||||||||||||||||
Number of shares issued for services | 333,000 | 333,000 | |||||||||||||||
Number of shares issued upon conversion | 11,246,200 | 11,246,200 | |||||||||||||||
Shares issued for debt payment (in shares) | 335,000 | 335,000 | |||||||||||||||
Common Stock [Member] | Recruiter.com Group [Member] | |||||||||||||||||
Fair value | $ 13,844 | $ 13,844 | $ 13,844 | ||||||||||||||
Common Stock [Member] | Bettwork Industries Inc. [Member] | |||||||||||||||||
Share price | $ 0.75 | $ 0.0003 | $ 0.0003 | $ 0.0003 | $ 0.09 | ||||||||||||
Number of shares owned | 7,000,000 | 6,142,856 | 6,142,856 | 6,142,856 | 6,142,856 | ||||||||||||
Debt amount converted | $ 5,250,000 | ||||||||||||||||
Fair value | $ 5,250,000 | $ 1,843 | $ 1,843 | $ 1,843 | $ 55,286 | ||||||||||||
Decrease in fair value | 53,443 | ||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||
Share price | $ 2.28 | ||||||||||||||||
Liquidation preference | 6,100,000 | 6,100,000 | 6,100,000 | ||||||||||||||
Go Game Securities Purchase Agreement [Member] | |||||||||||||||||
Ownership percentage to be acquired | 37.00% | ||||||||||||||||
Payment of cash and shares for investment | 1,250,000 | 1,250,000 | 1,250,000 | ||||||||||||||
Cash to be paid for acquisition | $ 5,000,000 | ||||||||||||||||
Payment for investment | $ 1,250,000 | ||||||||||||||||
Amount payable to acquire investment | $ 1,250,000 | ||||||||||||||||
Go Game Securities Purchase Agreement [Member] | Forecast [Member] | |||||||||||||||||
Amount payable to acquire investment | $ 2,500,000 | ||||||||||||||||
Go Game Securities Purchase Agreement [Member] | Series B Preferred Stock [Member] | |||||||||||||||||
Number of shares to be acquired | 686,868 | ||||||||||||||||
Go Game Securities Purchase Agreement [Member] | Series D Preferred Stock [Member] | |||||||||||||||||
Number of shares to be paid for acquisition | 6,100,000 | ||||||||||||||||
Value of shares to be paid for acquisition | $ 6,100,000 | ||||||||||||||||
Liquidation preference | $ 6,100,000 | ||||||||||||||||
Number of shares that may be transferred six months after initial closing | 1,525,000 | ||||||||||||||||
Number of shares that may be transferred twelve months after initial closing | 1,525,000 | ||||||||||||||||
Go Game Securities Purchase Option [Member] | |||||||||||||||||
Number of shares to be acquired | 259,895 | ||||||||||||||||
Ownership percentage to be acquired | 14.00% | ||||||||||||||||
Share price | $ 37.71 | ||||||||||||||||
Value used to determine share option price | $ 70 | ||||||||||||||||
Minimum share price for payment of purchase option | $ 2.35 | ||||||||||||||||
Percentage of average share price for payment of purchase option | 85.00% | ||||||||||||||||
Minimum number of company shares held by seller for Board of Directors | 2 | ||||||||||||||||
Go Game Securities Purchase Option and Initial Shares [Member] | |||||||||||||||||
Ownership percentage to be acquired | 51.00% | ||||||||||||||||
Marketing and Stock Exchange Agreement [Member] | |||||||||||||||||
Shares issued in exchange | 75,000 | ||||||||||||||||
Number of shares exchanged | 2,200 | ||||||||||||||||
Number of shares issued for services | 75,000 | ||||||||||||||||
Axion Exchange Agreement [Member] | |||||||||||||||||
Fair value | 883,059 | 883,059 | $ 883,059 | $ 4,856,825 | $ 4,856,825 | ||||||||||||
Decrease in fair value | 3,973,766 | ||||||||||||||||
Debt Instrument, Face Amount | $ 7,657,024 | ||||||||||||||||
Number of warrants | 1,914,250 | ||||||||||||||||
Ownership percentage to trigger warrant vesting | 51.00% | ||||||||||||||||
Axion Exchange Agreement [Member] | Series C Preferred Stock [Member] | |||||||||||||||||
Shares issued for debt payment (in shares) | 3,828,500 | ||||||||||||||||
Axion Acquisition [Member] | |||||||||||||||||
Number of shares to be acquired | 12,000,000 | ||||||||||||||||
Ownership percentage to be acquired | 5.70% | ||||||||||||||||
Value of shares to be acquired | $ 2,000,000 | ||||||||||||||||
Axion [Member] | |||||||||||||||||
Percentage of outstanding shares exchanged | 33.85% | ||||||||||||||||
Non-refundable deposit | $ 500,000 | ||||||||||||||||
Percentage of purchase price by deposit | 25.00% | ||||||||||||||||
Shares issued for purchase | 235,000 | ||||||||||||||||
Percentage of purchase price by shares | 25.00% | ||||||||||||||||
Percentage of final payment due | 50.00% | ||||||||||||||||
Percentage of discount on common stock for final payment due | 20.00% | ||||||||||||||||
Payment of cash and shares for investment | $ 937,117 | $ 937,117 | $ 937,117 | ||||||||||||||
Debt amount converted | $ 7,657,024 | ||||||||||||||||
Axion [Member] | Series B Preferred Stock [Member] | |||||||||||||||||
Shares issued in exchange | 10,000,000 | ||||||||||||||||
Number of shares exchanged | 10,000,000 | ||||||||||||||||
Number of shares issued upon conversion | 7,417,700 | ||||||||||||||||
Axion [Member] | Series C Preferred Stock [Member] | |||||||||||||||||
Number of shares exchanged | 3,828,500 | ||||||||||||||||
Number of shares issued upon conversion | 3,828,500 | ||||||||||||||||
Axion [Member] | Minimum [Member] | |||||||||||||||||
Share price | $ 2 | $ 2 | $ 2 | ||||||||||||||
Axion [Member] | Maximum [Member] | |||||||||||||||||
Share price | $ 3 | $ 3 | $ 3 |
The business combination accoun
The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the applicable guidance. (Details) - Acquisition of Reinhart [Member] | Jun. 23, 2021USD ($) |
Business Acquisition [Line Items] | |
Total Identifiable Assets | $ 20,920,433 |
Total liabilities | 10,212,673 |
Net Assets | 10,707,760 |
Total Consideration transferred | $ 10,707,760 |
The Shareholders_ Agreement als
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 (Details) | 6 Months Ended |
Aug. 31, 2021 | |
Right 1 [Member] | |
Business Acquisition [Line Items] | |
Date right is triggered | Jan. 1, 2024 |
Percent of Founder's Shares eligible to be sold | 33.00% |
Required Purchase Price | 15 times EBITDA based on audited 2023 Reinhart financials |
Right 2 [Member] | |
Business Acquisition [Line Items] | |
Date right is triggered | Jan. 1, 2025 |
Percent of Founder's Shares eligible to be sold | 66.00% |
Required Purchase Price | 15 times EBITDA based on audited 2024 Reinhart financials |
Right 3 [Member] | |
Business Acquisition [Line Items] | |
Date right is triggered | Dec. 20, 2025 |
Percent of Founder's Shares eligible to be sold | 100.00% |
Required Purchase Price | Higher of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials |
Right 4 [Member] | |
Business Acquisition [Line Items] | |
Date right is triggered | Jan. 1, 2026 |
Percent of Founder's Shares eligible to be sold | 100.00% |
Required Purchase Price | Lower of (a) 15 times EBITDA based on audited 2025 Reinhart financials; and (b) the value of a fully-funded acquisition proposal based on audited 2025 Reinhart financials |
The business combination acco_2
The business combination accounting is provisionally complete for all assets and liabilities acquired on the acquisition date and we will continue to evaluate the fair values within the 1-year timeframe as provided in the guidance. (Details) - USD ($) | Jul. 21, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 42,990,276 | $ 0 | ||
Acquisition of NextBank International, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 4,200,006 | |||
Current assets | 8,789,072 | |||
Non-current assets | 224,210 | |||
Net assets acquired | 13,213,288 | |||
Current liabilities | 9,643,436 | |||
Non-current liabilities | ||||
Net liabilities assumed | 9,643,436 | |||
Fair value of net assets acquired | 3,569,852 | |||
Cash | [1] | $ 6,400,000 | ||
Number of shares issued | 1,925,581 | |||
Share price | $ 2.50 | |||
Number of shares issued, value | $ 4,813,953 | |||
Fair value of total consideration transferred | 11,213,953 | |||
Fair value of total consideration transferred | 11,213,953 | |||
Goodwill | $ 7,644,101 | |||
[1] | The $ 6.4 million |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Details Narrative) | Jul. 21, 2021$ / sharesshares | May 06, 2021shares | Mar. 31, 2021USD ($) | Mar. 22, 2021USD ($)shares | Jan. 15, 2021USD ($) | Aug. 31, 2021USD ($)$ / shares | Jun. 23, 2021 | Feb. 28, 2021$ / shares |
Business Acquisition [Line Items] | ||||||||
Shareholders' agreement term | 10 years | |||||||
Shareholders' agreement extension term | 5 years | |||||||
Shareholders' agreement notice period for termination | 12 months | |||||||
Warrant exercise price | $ / shares | $ 2.45 | $ 2.50 | ||||||
Reinhart [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage | 51.00% | |||||||
Approval percentage for material shareholder matters | 66.66% | |||||||
International Financial Enterprise Bank, Inc. [Member] | Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares agreed to acquire | shares | 2,191,489 | |||||||
Percentage of outstanding shares agreed to acquire | 57.10% | |||||||
Payment for investment | $ 6,400,000 | |||||||
Ronald Poe [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Annual salary | $ 120,000 | |||||||
Robert Fiallo [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Annual base salary | $ 300,000 | |||||||
Bonus percentage | 3.00% | |||||||
Investment Agreement [Member] | Reinhart Interactive TV AG and Zappware N.V. Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage to be acquired | 51.00% | |||||||
Value of shares to be acquired | $ 10,700,000 | |||||||
Legal fees | 33,670 | |||||||
Break-up fee | 560,000 | |||||||
Payment for investment | $ 10,700,000 | |||||||
Investment Agreement [Member] | Reinhart Interactive TV AG and Zappware N.V. Acquisition [Member] | Switzerland, Francs | ||||||||
Business Acquisition [Line Items] | ||||||||
Value of shares to be acquired | 10,000,000 | |||||||
Legal fees | 30,000 | |||||||
Break-up fee | $ 500,000 | |||||||
Preferred Stock Exchange Agreement [Member] | Restricted Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued in exchange | shares | 1,950,000 | |||||||
Preferred Stock Exchange Agreement [Member] | Restricted Common Stock [Member] | Series A Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued in exchange | shares | 5,850 | |||||||
Share Exchange Agreement [Member] | Common Class A [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued in exchange | shares | 1,649,614 | |||||||
Shares issued in exchange | shares | 1,926,750 | |||||||
Percentage of shares exchanged | 42.94% | |||||||
Warrant exercise price | $ / shares | $ 2.92 | |||||||
Share Exchange Agreement [Member] | Restricted Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Share price | $ / shares | $ 2.50 | |||||||
Share Exchange Agreement [Member] | Restricted Common Stock [Member] | Common Class A [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Conversion ratio | 1.168 |
The following table sets forth
The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization as of August 31, 2021: (Details) | 6 Months Ended |
Aug. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | $ 51,800,960 |
Accumulated Amortization | 28,358,793 |
Net Carrying Value | 20,315,624 |
Impairment | $ 3,126,543 |
Website Platform 1 [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Cost | $ 400,000 |
Accumulated Amortization | $ 400,000 |
Contracts, Domains, Customer Lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Cost | $ 1,199,446 |
Accumulated Amortization | $ 1,199,446 |
Website Platform [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Cost | $ 635,756 |
Accumulated Amortization | $ 635,756 |
Website Development Costs [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Cost | $ 912,416 |
Accumulated Amortization | 890,141 |
Net Carrying Value | $ 22,275 |
Software and Software Development Costs [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Cost | $ 36,823,358 |
Accumulated Amortization | 24,262,427 |
Net Carrying Value | 12,560,931 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 8,019,680 |
Accumulated Amortization | 923,198 |
Net Carrying Value | $ 7,096,482 |
Software Licenses [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Cost | $ 367,930 |
Accumulated Amortization | 47,825 |
Net Carrying Value | 320,105 |
CIP - IDS Project [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 3,126,543 |
Impairment | 3,126,543 |
CIP - Not in service [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Cost | 315,831 |
Net Carrying Value | $ 315,831 |
In-Service Date (Estimate) | Dec. 1, 2021 |
Based on the carrying value of
Based on the carrying value of definite-lived intangible assets as of August 31, 2021, we estimate our amortization expense for the next five years will be as follows: (Details) | Aug. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 4,905,129 |
2023 | 6,790,982 |
2024 | 6,400,327 |
2025 | 2,219,186 |
2026 | |
$ 20,315,624 |
Website Development Costs and_3
Website Development Costs and Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment | $ 3,126,543 | $ 3,126,543 | |
Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | 2,200,000 | ||
CIP - IDS Project [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment | $ 3,126,543 | ||
Website Development Costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 3 years | ||
Amortization of intangibles | $ 160,618 | $ 79,059 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jul. 21, 2021 | Jun. 22, 2021 | May 26, 2021 | Apr. 15, 2021 | Mar. 22, 2021 | Nov. 23, 2020 | Jun. 01, 2021 | Apr. 30, 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 |
Note Purchase Agreement [Member] | Streeterville Capital LLC [Member] | Promissory Note [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Principal amount | $ 9,370,000 | $ 5,520,000 | ||||||||||||||||
Initial cash purchase price for note | 7,000,000 | 3,500,000 | ||||||||||||||||
Discount | 370,000 | |||||||||||||||||
Total amount due | 3,870,000 | |||||||||||||||||
Advisory fees | 245,000 | |||||||||||||||||
Net proceeds from note | $ 3,255,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||
Debt instrument maturity terms | 12 months | |||||||||||||||||
Amount that may be redeemed if Investor Note has not been funded | $ 800,000 | |||||||||||||||||
Amount that may be redeemed if Investor Note has been funded | $ 1,250,000 | |||||||||||||||||
Percentage added to note if redemption is not paid | 25.00% | |||||||||||||||||
Percentage increases by upon occurrence | 0.02 | |||||||||||||||||
Percentage of prepayment penalty | 10.00% | |||||||||||||||||
Pay percentage of gross proceeds | 20.00% | |||||||||||||||||
Percentage increases upon occurrence | 30.00% | |||||||||||||||||
Note increase percentage upon failure to pay Equity Payment | 10.00% | |||||||||||||||||
Note increase percentage if specified events do not occur | 25.00% | |||||||||||||||||
Minimum funding amount to prevent note increase | $ 15,000,000 | |||||||||||||||||
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% | |||||||||||||||||
Percentage of note increase deferred | 50.00% | |||||||||||||||||
Additional capitalized amount outstanding | $ 506,085 | |||||||||||||||||
Additional capitalized amount remaining if conditions not met | $ 506,085 | |||||||||||||||||
Redemption amount exchanged | $ 600,000 | |||||||||||||||||
Redemption requested amount | $ 1,250,000 | |||||||||||||||||
Number of shares issued | 300,000 | |||||||||||||||||
Debt converted amount | $ 400,000 | |||||||||||||||||
Number of shares exchanged for debt | 200,000 | |||||||||||||||||
Note Purchase Agreement [Member] | Streeterville Capital LLC [Member] | Investor Note [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Principal amount | $ 1,500,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||
Maturity date | Nov. 23, 2021 | |||||||||||||||||
Note Purchase Agreement [Member] | Streeterville Capital LLC [Member] | March 2021 Investor Note [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Principal amount | $ 1,500,000 | 1,500,000 | ||||||||||||||||
Discount | $ 850,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||
Percentage added to note if redemption is not paid | 25.00% | |||||||||||||||||
Percentage increases by upon occurrence | 0.02 | |||||||||||||||||
Percentage of prepayment penalty | 10.00% | |||||||||||||||||
Pay percentage of gross proceeds | 20.00% | 20.00% | ||||||||||||||||
Percentage increases upon occurrence | 30.00% | |||||||||||||||||
Note increase percentage upon failure to pay Equity Payment | 10.00% | |||||||||||||||||
Note increase percentage if specified events do not occur | 25.00% | |||||||||||||||||
Minimum funding amount to prevent note increase | $ 15,000,000 | |||||||||||||||||
Maturity date | Mar. 23, 2022 | |||||||||||||||||
Transaction expenses | $ 20,000 | |||||||||||||||||
Dbet discount earned | 700,000 | |||||||||||||||||
Discount not fully earned | 150,000 | |||||||||||||||||
Maximum debt redemption amount | $ 2,125,000 | |||||||||||||||||
Required equity payment | $ 1,857,250 | |||||||||||||||||
HotPlay Exchange Agreement [Member] | Convertible Notes [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
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 | ||||||||
Total convertible notes | 2,000,000 | $ 1,000,000 | $ 9,000,000 | $ 3,000,000 | ||||||||||||||
Funding amount under agreement | $ 15,000,000 |
Schedule of related parties (De
Schedule of related parties (Details) | 6 Months Ended |
Aug. 31, 2021 | |
Red Anchor Trading Corporation [Member] | |
Related Party Transaction [Line Items] | |
Description of related parties | A shareholder of the Company and controlled by CEO of the Company and a director of the Company |
Tree Roots Entertainment Group Company Limited [Member] | |
Related Party Transaction [Line Items] | |
Description of related parties | A shareholder of the Company |
T&B Media Global (Thailand) Company Limited [Member] | |
Related Party Transaction [Line Items] | |
Description of related parties | A shareholder of the Company |
Dees Supreme Company Limited [Member] | |
Related Party Transaction [Line Items] | |
Description of related parties | A shareholder of the Company |
HotNow (Thailand) Company Limited [Member] | |
Related Party Transaction [Line Items] | |
Description of related parties | An entity controlled by a Co-CEO of the Company |
True Axion Interactive Company Limited [Member] | |
Related Party Transaction [Line Items] | |
Description of related parties | An entity controlled by a Co-CEO of the Company |
Magnolia Quality Development Corporation Limited [Member] | |
Related Party Transaction [Line Items] | |
Description of related parties | A shareholder of TREG which is a shareholder of the Company |
Nithinan Boonyawattanapisut [Member] | |
Related Party Transaction [Line Items] | |
Description of related parties | CEO of the Company, a shareholder of the Company, RATC, HotNow and TAI |
Other than disclosed elsewhere,
Other than disclosed elsewhere, the Company had the following significant related party transactions for the six months ended August, 31, 2021. (Details) | 6 Months Ended |
Aug. 31, 2021USD ($) | |
Tree Roots Entertainment Group Company Limited [Member] | Payment of rental expense [Member] | |
Related Party Transaction [Line Items] | |
Related Party Costs | $ 26,425 |
Tree Roots Entertainment Group Company Limited [Member] | Interest Expense [Member] | |
Related Party Transaction [Line Items] | |
Related Party Costs | 51,262 |
Tree Roots Entertainment Group Company Limited [Member] | Rental expense [Member] | |
Related Party Transaction [Line Items] | |
Related Party Costs | 54,078 |
Tree Roots Entertainment Group Company Limited [Member] | Payment of loan interest [Member] | |
Related Party Transaction [Line Items] | |
Related Party Costs | 22,077 |
HotNow (Thailand) Company Limited [Member] | Purchase of intangible asset [Member] | |
Related Party Transaction [Line Items] | |
Related Party Costs | 318,123 |
HotNow (Thailand) Company Limited [Member] | Purchase of equipment [Member] | |
Related Party Transaction [Line Items] | |
Related Party Costs | 117,385 |
HotNow (Thailand) Company Limited [Member] | Operating Expense [Member] | |
Related Party Transaction [Line Items] | |
Related Party Costs | 188,492 |
HotNow (Thailand) Company Limited [Member] | Payment of contract cost [Member] | |
Related Party Transaction [Line Items] | |
Related Party Costs | 499,843 |
Magnolia Quality Development Corporation Limited [Member] | Interest Expense [Member] | |
Related Party Transaction [Line Items] | |
Related Party Costs | 21,446 |
Magnolia Quality Development Corporation Limited [Member] | Payment of loan interest [Member] | |
Related Party Transaction [Line Items] | |
Related Party Costs | $ 21,097 |
The Company had the following r
The Company had the following related party balances as of August 31, 2021: (Details) | Aug. 31, 2021USD ($) |
Related Party Transaction [Line Items] | |
Total due to related parties | $ 87,229 |
Notes payable | 769,965 |
HotNow (Thailand) Company Limited [Member] | |
Related Party Transaction [Line Items] | |
Amounts due from related party | 1,431 |
Magnolia Quality Development Corporation Limited [Member] | |
Related Party Transaction [Line Items] | |
Accrued Interest expense | 3,531 |
Notes payable | 461,979 |
Tree Roots Entertainment Group Company Limited [Member] | |
Related Party Transaction [Line Items] | |
Accrued Interest expense | 32,962 |
Other payable | 4,523 |
Accrued rental expense | 44,782 |
Notes payable | $ 307,986 |
Related Party Promissory Note_3
Related Party Promissory Notes and Transactions (Details Narrative) - USD ($) | Aug. 27, 2021 | Jun. 07, 2021 | May 31, 2021 | Apr. 08, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Aug. 31, 2021 | Feb. 28, 2021 | May 16, 2021 | Apr. 28, 2021 |
Convertible Promissory Notes [Member] | ||||||||||
Interest rate | 12.00% | |||||||||
Share price | $ 3.02 | |||||||||
Conversion price per share | $ 3.02 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Dividends in arrears | $ 0 | $ 1,102,068 | ||||||||
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 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Bonus shares due upon conversion | 100,000 | 150,000 | 150,000 | |||||||
Chief Executive Officer [Member] | Convertible Promissory Notes [Member] | ||||||||||
Repayment of debt | $ 50,000 | |||||||||
Chief Executive Officer [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 | |||||||||
Chief Executive Officer [Member] | Exchange Agreement [Member] | Convertible Promissory Notes [Member] | ||||||||||
Accrued dividends | $ 1,016,314 | |||||||||
Chief Executive Officer [Member] | Exchange Agreement [Member] | Series A Preferred Stock [Member] | Convertible Promissory Notes [Member] | ||||||||||
Accrued dividends | 430,889 | |||||||||
Principal amount | 430,889 | |||||||||
MI Partners [Member] | Exchange Agreement [Member] | Series A Preferred Stock [Member] | Convertible Promissory Notes [Member] | ||||||||||
Accrued dividends | 585,425 | |||||||||
Principal amount | $ 585,425 | |||||||||
HotPlay Thailand [Member] | ||||||||||
Repayment of debt | $ 7,000,000 | |||||||||
Purchase commitment amount | $ 624,000 | |||||||||
VAT percentage | 7.00% | |||||||||
Payment for assets | $ 474,467 | $ 149,533 | ||||||||
Thailand, Baht | HotPlay Thailand [Member] | ||||||||||
Repayment of debt | $ 223,000 | |||||||||
Purchase commitment amount | $ 19,500,000 | |||||||||
Payment for assets | $ 14,500,000 | $ 5,000,000 | ||||||||
Magnolia Quality Development Corporation Limited [Member] | ||||||||||
Short-term loan | $ 480,000 | |||||||||
Interest rate | 9.00% | |||||||||
Accrued interest | $ 2,550 | |||||||||
Magnolia Quality Development Corporation Limited [Member] | HotPlay Thailand [Member] | ||||||||||
Short-term loan | $ 480,000 | |||||||||
Interest rate | 9.00% | |||||||||
Accrued interest | $ 2,550 | |||||||||
Magnolia Quality Development Corporation Limited [Member] | Thailand, Baht | ||||||||||
Short-term loan | 15,000,000 | |||||||||
Magnolia Quality Development Corporation Limited [Member] | Thailand, Baht | HotPlay Thailand [Member] | ||||||||||
Short-term loan | 15,000,000 | |||||||||
Tree Roots Entertainment Group Company Limited [Member] | ||||||||||
Short-term loan | $ 543,000 | |||||||||
Interest rate | 9.70% | |||||||||
Accrued interest | $ 4,445 | |||||||||
Tree Roots Entertainment Group Company Limited [Member] | HotPlay Thailand [Member] | ||||||||||
Short-term loan | $ 543,000 | |||||||||
Interest rate | 9.70% | |||||||||
Accrued interest | $ 4,445 | |||||||||
Tree Roots Entertainment Group Company Limited [Member] | Thailand, Baht | ||||||||||
Short-term loan | 17,000,000 | |||||||||
Tree Roots Entertainment Group Company Limited [Member] | Thailand, Baht | HotPlay Thailand [Member] | ||||||||||
Short-term loan | $ 17,000,000 |
The following table sets fort_2
The following table sets forth common stock purchase warrants outstanding as of August 31, 2021, and February 28, 2021, and changes in such warrants outstanding for the quarter ending August 31, 2021: (Details) - Warrant [Member] | 6 Months Ended |
Aug. 31, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, beginning | shares | 3,045,921 |
Weighted average exercise price, beginning | $ / shares | $ 2.50 |
Warrants granted | shares | 161,900 |
Warrants granted, weighted average exercise price | $ / shares | $ 2 |
Warrants exercised/forfeited/expired | shares | (225,400) |
Warrants exercised/forfeited/expired, weighted average exercise price | $ / shares | $ (2) |
Warrants outstanding, ending | shares | 2,982,421 |
Weighted average exercise price, ending | $ / shares | $ 2.45 |
Common stock issuable upon exercise of warrants | shares | 2,982,421 |
Common stock issuable upon exercise of warrants, weighted average exercise price | $ / shares | $ 2.45 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | May 19, 2021 | Nov. 16, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2020 | Feb. 28, 2021 | Jul. 15, 2021 | Jun. 30, 2021 |
Class of Stock [Line Items] | ||||||||||
Payment for repurchase of shares | $ 771,456 | |||||||||
Value of shares issued | $ 1,152,935 | |||||||||
Common stock, outstanding | 89,693,984 | 89,693,984 | 62,400,000 | |||||||
Common stock, issued | 89,693,984 | 89,693,984 | 62,400,000 | |||||||
Number of warrants | 2,982,421 | 2,982,421 | 3,045,921 | |||||||
Warrant exercise price | $ 2.45 | $ 2.45 | $ 2.50 | |||||||
Weighted average life | 11 months 4 days | 11 months 4 days | 1 year 2 months 4 days | |||||||
Executive Officer [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 8,000 | |||||||||
Value of shares issued | $ 16,000 | |||||||||
Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued for business acquisition (in shares) | 1,925,581 | 1,925,581 | ||||||||
Shares issued for business acquisition | $ 4,813,953 | |||||||||
Stock Issued During Period, Shares, New Issues | 13,134,541 | |||||||||
Value of shares issued | $ 132 | |||||||||
Common Stock [Member] | HotPlay [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 63,246,200 | |||||||||
Value of shares issued | $ 79,057,750 | |||||||||
Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants granted | 161,900 | |||||||||
Loan Redemption [Member] | Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 335,000 | |||||||||
Value of shares issued | $ 1,270,000 | |||||||||
IDS Inc. [Member] | Settlement Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Payment for repurchase of shares | $ 500,000 | $ 500,000 | ||||||||
Number of shares repurchased | 344,400 | |||||||||
Consultant [Member] | Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 325,000 | |||||||||
Value of shares issued | $ 605,747 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||
Number of preferred shares issued | 0 | 0 | 10,000,000 | |||||||
Number of preferred shares outstanding | 0 | 0 | 10,000,000 | |||||||
Percentage of outstanding common shares | 33.85% | |||||||||
Number of shares issued per share converted (in shares) | 0.74177 | |||||||||
Series C Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, authorized | 3,828,500 | 3,828,500 | 3,828,500 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||
Number of preferred shares issued | 0 | 0 | 3,828,500 | |||||||
Number of preferred shares outstanding | 0 | 0 | 3,828,500 | |||||||
Number of shares issued per share converted (in shares) | 1 | 1 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, authorized | 3,000,000 | 3,000,000 | 3,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, dividend rate, percentage | 10.00% | |||||||||
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. | |||||||||
Dividends in arrears | $ 0 | $ 1,102,068 | ||||||||
Number of preferred shares issued | 0 | 0 | 0 | |||||||
Number of preferred shares outstanding | 0 | 0 | 0 | |||||||
Series D Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, authorized | 6,100,000 | 6,100,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | ||||||||
Number of preferred shares outstanding | 0 | 0 | 0 | |||||||
Number of shares issued per share converted (in shares) | 0.44 | 0.44 | ||||||||
Liquidation preference, per share | $ 1 | $ 1 | ||||||||
Liquidation preference, aggregate | $ 6,100,000 | $ 6,100,000 | ||||||||
Share price | $ 2.28 | |||||||||
Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, authorized | 100,000,000 | 100,000,000 |
The following schedule represen
The following schedule represents obligations and commitments on the part of the Company that are not included in liabilities: (Details) | Aug. 31, 2021USD ($) |
Other Commitments [Line Items] | |
FYE 2022 | $ 136,402 |
FYE 2023 | 232,739 |
Totals | 377,783 |
Office Leases Nextplay [Member] | |
Other Commitments [Line Items] | |
FYE 2022 | 62,485 |
FYE 2023 | 176,822 |
Totals | 239,307 |
Office Lease HotPlay [Member] | |
Other Commitments [Line Items] | |
FYE 2022 | 18,000 |
Totals | 18,000 |
Insurance and Other [Member] | |
Other Commitments [Line Items] | |
FYE 2022 | 55,917 |
FYE 2023 | 55,917 |
Totals | $ 111,833 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Sep. 27, 2021USD ($) | Sep. 02, 2021USD ($) | May 19, 2021USD ($)shares | Aug. 15, 2019USD ($)$ / sharesshares | Aug. 31, 2020USD ($) | Aug. 31, 2021USD ($)ft² | Aug. 31, 2020USD ($) | Aug. 31, 2020USD ($)shares | Jun. 30, 2020USD ($) | May 18, 2021USD ($) | Feb. 28, 2021USD ($) | Jul. 21, 2020USD ($) |
Monthly rent 2022 | $ 9,424 | |||||||||||
Monthly rent 2023 | 14,735 | |||||||||||
Monthly rent 2024 | 19,067 | |||||||||||
Monthly rent 2025 | 19,447 | |||||||||||
Monthly rent 2026 | 19,838 | |||||||||||
Monthly rent 2027 | 20,239 | |||||||||||
Monthly rent 2028 | 20,651 | |||||||||||
Rent expense | 18,671 | $ 33,628 | ||||||||||
Right-to-Use asset | 1,232,520 | |||||||||||
Current operating lease liability | 1,232,520 | |||||||||||
Value of shares issued | $ 1,152,935 | |||||||||||
Payment for repurchase of shares | $ 771,456 | |||||||||||
Axion Ventures, Inc. [Member] | ||||||||||||
Ownership percentage | 33.85% | 33.80% | ||||||||||
Loans made | $ 9,141,372 | |||||||||||
Loans receivable | $ 7,657,023 | |||||||||||
Subsequent Event [Member] | Axion Ventures, Inc. [Member] | ||||||||||||
Alleged unpaid debts amount | $ 7,657,023 | |||||||||||
Common Stock [Member] | ||||||||||||
Number of shares issued | shares | 13,134,541 | |||||||||||
Value of shares issued | $ 132 | |||||||||||
Intellectual Property Purchase Agreement [Member] | IDS Inc. [Member] | Restricted Common Stock [Member] | ||||||||||||
Number of shares issued | shares | 1,968,000 | |||||||||||
Share price | $ / shares | $ 2.50 | |||||||||||
Value of shares issued | $ 4,920,000 | |||||||||||
Settlement Agreement [Member] | IDS Inc. [Member] | ||||||||||||
Required payment for share repurchase | $ 2,850,000 | |||||||||||
Payment for repurchase of shares | $ 500,000 | $ 500,000 | ||||||||||
Monthly payments due | $ 195,833 | |||||||||||
Repurchase description | IDS agreed to transfer the Paying Party a number of the IDS Shares equal to the amount of the cash payment(s) made by a Paying Party multiplied by 0.6888 as to the first $500,000 payment, and 0.691 as to the monthly payments | |||||||||||
Settlement Agreement [Member] | IDS Inc. [Member] | Subsequent Event [Member] | ||||||||||||
Required monthly payment to counsel | $ 24,583.33 | |||||||||||
Amount of monthly payment to be withheld | $ 20,000 | |||||||||||
IP Purchase Amendment [Member] | Common Stock [Member] | ||||||||||||
Stock returned to treasury and cancelled | shares | 344,400 | |||||||||||
IP Purchase Amendment [Member] | IDS Inc. [Member] | ||||||||||||
Payment for repurchase of shares | $ 500,000 | |||||||||||
Office [Member] | ||||||||||||
Area | ft² | 5,279 | |||||||||||
Office address | 1560 Sawgrass Corporate Parkway, Suite 130, Sunrise, Florida 33323 | |||||||||||
Lease Term | 8 years |
Schedule of segments (Details)
Schedule of segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2021 | Aug. 31, 2020 | [1] | Aug. 31, 2021 | Aug. 31, 2020 | [1] | |
Segment Reporting Information [Line Items] | ||||||
Sales | $ 2,647,283 | $ 2,647,283 | ||||
Cost Of Sales | 1,274,340 | 1,274,340 | ||||
Gross Profit | 1,372,943 | 1,372,943 | ||||
NextTrip [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Sales | 36,890 | 36,890 | ||||
Cost Of Sales | 34,231 | 34,231 | ||||
Gross Profit | 2,659 | 2,659 | ||||
NextFinTech [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Sales | 293,357 | 293,357 | ||||
Cost Of Sales | 87,339 | 87,339 | ||||
Gross Profit | 206,018 | 206,018 | ||||
NextMedia [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Sales | 2,317,036 | 2,317,036 | ||||
Cost Of Sales | 1,152,770 | 1,152,770 | ||||
Gross Profit | $ 1,164,266 | $ 1,164,266 | ||||
[1] | Due to the reverse acquisition with HotPlay, the year-ago results incorporated only HotPlay's financials. |
Schedule of geographic informat
Schedule of geographic information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Aug. 31, 2021 | Aug. 31, 2020 | [1] | Aug. 31, 2021 | Aug. 31, 2020 | Feb. 28, 2021 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Sales | $ 2,647,283 | $ 2,647,283 | [1] | ||||
Long-lived Assets | 66,640,215 | 66,640,215 | $ 7,785,396 | ||||
United States and Puerto Rico | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Sales | 330,247 | ||||||
Long-lived Assets | 47,095,396 | 47,095,396 | |||||
Europe | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Sales | 2,317,036 | ||||||
Long-lived Assets | 9,980,308 | 9,980,308 | |||||
Thailand | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Sales | |||||||
Long-lived Assets | $ 9,481,355 | $ 9,481,355 | $ 7,785,396 | ||||
[1] | Due to the reverse acquisition with HotPlay, the year-ago results incorporated only HotPlay's financials. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 28, 2021 | Sep. 27, 2021 | Sep. 22, 2021 | Sep. 16, 2021 | Sep. 02, 2021 | Aug. 19, 2021 | Jun. 09, 2021 | Aug. 31, 2020 | Aug. 31, 2020 | Sep. 21, 2021 | Aug. 31, 2021 | Aug. 18, 2021 | Feb. 28, 2021 |
Subsequent Event [Line Items] | |||||||||||||
Number of warrants | 2,982,421 | 3,045,921 | |||||||||||
Warrant exercise price | $ 2.45 | $ 2.50 | |||||||||||
Stock issued for intangible assets | $ 5,554,278 | ||||||||||||
GLM Consulting Ltd. [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Consultant fee per day | $ 1,000 | ||||||||||||
Payment for consulting | $ 39,000 | ||||||||||||
Intellectual Property Purchase Agreements [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Stock issued for intangible assets | $ 5 | ||||||||||||
Stock issued for intangible assets (in shares) | 1,666,667 | ||||||||||||
Price per share | $ 3 | ||||||||||||
Token IQ Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Stock issued for intangible assets | $ 5 | ||||||||||||
Stock issued for intangible assets (in shares) | 1,250,000 | ||||||||||||
Price per share | $ 4 | ||||||||||||
Subsequent Event [Member] | IDS Inc. [Member] | Settlement Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Required monthly payment to counsel | $ 24,583.33 | ||||||||||||
Amount of monthly payment to be withheld | $ 20,000 | ||||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | Preferred Stock Exchange Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of shares converted | 5,070,000 | ||||||||||||
Number of shares issued in exchange | 10,140 | ||||||||||||
Face value | $ 10,140,000 | ||||||||||||
Dividend percentage | 2.00% | ||||||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of warrants | 322,000 | ||||||||||||
Warrant exercise price | $ 2 | ||||||||||||
Notes Payable | $ 900,000 | ||||||||||||
Legal Fees | $ 15,000 | ||||||||||||
Debt Instrument, Periodic Payment | $ 225,000 | ||||||||||||
Debt Instrument, Frequency of Periodic Payment | payments due on October 22, 2021, November 22, 2021, December 22, 2021, and on maturity, January 22, 2022 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | ||||||||||||
Redemption premium percentage | 25.00% | ||||||||||||
Percentage payable upon redemption | 125.00% | ||||||||||||
Subsequent Event [Member] | Streeterville Exchange Agreement [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt converted | $ 270,000 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 135,000 | ||||||||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Annual base salary | $ 400,000 | ||||||||||||
Cash sign-on bonus | $ 200,000 | ||||||||||||
Number of shares granted | 25,000 | ||||||||||||
Monthly allowance for car | $ 1,500 | ||||||||||||
Director [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Annual compensation | 60,000 | ||||||||||||
Additional compensation for committee chairpersons | 15,000 | ||||||||||||
Additional compensation for each board co-chairman | $ 30,000 | ||||||||||||
Percentage of compensation payable in common stock | 70.00% | ||||||||||||
Percentage of compensation payable in cash | 30.00% |