Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Feb. 28, 2015 | Jun. 02, 2015 | Aug. 31, 2014 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | LINGERIE FIGHTING CHAMPIONSHIPS, INC. | ||
Entity Central Index Key | 1407704 | ||
Trading Symbol | boty | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | -26 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 19,674,977 | ||
Entity Public Float | $16,992,160 | ||
Document Type | 10-K | ||
Document Period End Date | 28-Feb-15 | ||
Amendment Flag | FALSE | ||
Document Fiscal Year Focus | 2015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Current assets | ||
Cash | $3,551 | $35,607 |
Total current assets | 3,551 | 35,607 |
Total assets | 3,551 | 35,607 |
Current liabilities | ||
Accounts payable and accrued expenses | 6,000 | |
Other current liabilities | 215,400 | |
Notes payable related party | 12,100 | |
Notes payable | 24,000 | |
Total current liabilities | 42,100 | 215,400 |
Total liabilities | 42,100 | 215,400 |
Stockholders' deficit | ||
Preferred stock, par value $0.001 per share, 10,000,000 authorized, of which 5,000,000 were designated as Series A convertible preferred stock at at February 28, 2014; none issued or outstanding | ||
Common stock, par value $0.001 per share, 400,000,000 shares authorized and 424,977 shares issued and outstanding, respectively | 426 | 426 |
Additional paid in capital | 8,792,276 | 8,522,276 |
Accumulated deficit | -8,831,251 | -8,702,495 |
Total stockholders' deficit | -38,549 | -179,793 |
Total liabilities and stockholders' deficit | $3,551 | $35,607 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 424,977 | 424,977 |
Common stock, shares outstanding | 424,977 | 424,977 |
Statement [Line Items] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series A convertible preferred stock | ||
Statement [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of revenue | ||
Gross profit | ||
Selling, general and administrative expenses | 136,756 | 260,154 |
Loss from operations | -136,756 | -260,154 |
Other income (expense) | ||
Other income | 8,000 | |
Total other income (expense) | 8,000 | |
Net Loss | ($128,756) | ($260,154) |
Net loss per share - basic and diluted (in dollars per share) | ($0.30) | ($0.70) |
Weighted average shares - basic and diluted (in shares) | 424,977 | 371,751 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (USD $) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Feb. 28, 2013 | $5,000 | $245 | $8,217,457 | ($8,442,341) | ($219,639) |
Balance (in shares) at Feb. 28, 2013 | 5,000,000 | 243,727 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Preferred stock converted into common stock | -5,000 | 125 | 4,875 | ||
Preferred stock converted into common stock (in shares) | -5,000,000 | 125,000 | |||
Issuance of common stock to private placement | 56 | 299,944 | 300,000 | ||
Issuance of common stock to private placement (in shares) | 56,250 | ||||
Net loss | -260,154 | -260,154 | |||
Balance at Feb. 28, 2014 | 426 | 8,522,276 | -8,702,495 | -179,793 | |
Balance (in shares) at Feb. 28, 2014 | 424,977 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Forgiveness of accrued salaries by related party | 270,000 | 270,000 | |||
Net loss | -128,756 | -128,756 | |||
Balance at Feb. 28, 2015 | $426 | $8,792,276 | ($8,831,251) | ($38,549) | |
Balance (in shares) at Feb. 28, 2015 | 424,977 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Cash Flows from operating activities: | ||
Net loss | ($128,756) | ($260,154) |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expense | 6,000 | |
Other current liabilities | 54,600 | 114,901 |
Net cash used in operating activities | -68,156 | -145,253 |
Cash flows from financing activities: | ||
Proceeds (repayment) from related parties | -125,100 | |
Proceeds from issuance of common stock | 300,000 | |
Proceeds from notes payable | 24,000 | |
Proceeds from note payable- related party | 12,100 | |
Net cash provided by financing activities | 36,100 | 174,900 |
Net increase (decrease) in cash | -32,056 | 29,647 |
Cash, beginning of the period | 35,607 | 5,960 |
Cash, end of the period | 3,551 | 35,607 |
Supplemental disclosures of cash flow for non-cash transaction: | ||
Interest paid | ||
Income taxes paid | ||
Non-cash financing activities: | ||
Contribution to capital of accrued salaries forgiven by a related party | $270,000 | |
Issuances of common stock due to conversion of preferred stock | 5,000 |
NATURE_OF_OPERATIONS_AND_BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Feb. 28, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION |
Lingerie Fighting Championships, Inc. (the "Company") is a Nevada corporation incorporated on November 29, 2006 under the name Sparking Events, Inc. The Company's corporate name was changed to Xodtec Group USA, Inc. in June 2009, Xodtec LED, Inc. in May 2010, Cala Energy Corp. in September 2013 and Lingerie Fighting Championships, Inc. on April 1, 2015. | |
Prior to May 31, 2012, the Company, through its subsidiaries, was engaged in the design, marketing and selling of advanced lighting solutions which are designed to use less energy and have a longer life than traditional incandescent, halogen, fluorescent light sources. | |
On From April 2009 until July 13, 2012, through its subsidiaries, the Company was engaged in design, marketing and selling of advanced lighting solutions which are designed to use less energy and have a longer life than traditional incandescent, halogen, fluorescent light sources. The Company was not able to generate profit from operations for during this period. For the last years in that the Company was in that business, it financed its operations primarily from funds provided by its officers and directors. | |
On July 13, 2012, pursuant to agreements with one of the Company's former directors, the Company transferred the stock in its subsidiaries and its 35% ownership in an inactive company to the former director in exchange for cancellation of debt totaling $100,000. As a result of the transfer of the subsidiaries, the Company as no longer engaged in the lighting solutions business. The Company transferred the stock of the subsidiaries because it felt that, as a result of its continuing losses and its inability to develop the business as it had planned, it was not in the Company's best interest to continue in this business. | |
On July 14, 2012 Morgan Stanley Smith Barney Custodian fbo Terry Butler Roth IRA ("Butler Roth IRA") acquired, for nominal consideration, 31,236 shares of common stock from the director who acquired the subsidiaries and 24,252 shares of common stock from our then chief executive officer, who was also a director. On July 18, 2012, the Butler Roth IRA and the Company entered into a loan agreement pursuant to which the Butler Roth IRA agreed to lend the Company up to $150,000, for which the Company issued its 6% demand promissory note in the principal amount of $150,000. The securities were issued in Mr. Butler's name. | |
On September 14, 2012, the Company entered into agreement pursuant to which it issued to Terry Butler, who was then the Company's sole director and chief executive officer, 131,037 shares of common stock and 5,000,000 shares of a newly-created series of preferred stock, which was designated as the series A convertible preferred stock, in consideration of the cancellation of debt due in the amount of $819,319. | |
On May 23, 2013, Mr. Butler sold to Jia Hang 182,832 shares of common stock and 5,000,000 shares of series A convertible preferred stock for a total consideration of $300. The preferred stock became convertible into 125,000 shares of common stock on May 30, 2013, upon the filing of an amendment to our articles of incorporation increasing our authorized common stock to 400,000,000 shares. Upon such conversion Mr. Hang owned 307,832 shares of common stock, representing 72.5% of the then outstanding common stock. | |
The Company initially planned to focus on providing an internet based security system to companies that would like to replace security guards with video cameras that are monitored 24/7. Through February 28, 2014, the Company did not generate any revenue from this new proposed business, and it discontinued its efforts with respect to that business. | |
The Company subsequently considered providing enhanced oil recovery services and supplying materials to existing operators of oil fields in Indonesia. The Company was unable to develop that business and, during the year ended February 28, 2015, it investigated other potential acquisition candidates, and, on March 31, 2015, the Company acquired LFC in a reverse acquisition transaction. | |
At February 28, 2015, the Company did not have any subsidiaries. At February 28, 2014, the Company had one subsidiary, Cala Energy International Corp., which was inactive at February 28, 2014 and whose existence was terminated during the year ended February 28, 2015. | |
Reverse Stock Split | |
On March 20, 2015, the Company effected a one-for-800 reverse stock split pursuant to which each share of common stock then outstanding became one-800th of a shares, with fractional shares being rounded up to the next higher whole number of shares. All share and per share information in these financial statements retroactively reflect this reverse split. See Note 8. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Feb. 28, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Principals of consolidation | |
The consolidated financial statements include the accounts of and its controlled subsidiaries. Equity investments in which the Company exercises significant influence, but does not control and is not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which the Company does not exercise significant influence over the investee are accounted for using the cost method of accounting. Intercompany transactions are eliminated. As of February 28, 2014, the Company had one subsidiary, Cala Energy International Corp., which was inactive. At February 28, 2015, the Company had no subsidiaries. | |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $3,551 and $35,607 in cash as at February 28, 2015 and February 28, 2014, respectively. | |
Segment Information | |
ASC 280 requires companies to report information about operating segment in interim and annual financial statements. It also requires segment disclosures about products and services geographic and major customers. The Company has determined that it does not have any separately reportable operating segments. | |
Advertising and Promotion Costs | |
Costs associated with advertising and promotions are expensed as incurred. The Company did not incur any advertising and promotion costs for the years ended February 28, 2015 and 2014. | |
Fair Value of Financial Instruments | |
The fair values of the Company's accrued expenses and other current liabilities approximate their carrying values due to the relatively short maturities of these instruments. The carrying value of the Company's short and long term debt approximates fair value based on management's best estimate of the interest rates that would be available for similar debt obligations having similar terms at the balance sheet date. | |
Income Taxes | |
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized. | |
The Company adopted ASC 740-10-25, Income Taxes- Overall-Recognition, on January 1, 2007, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25. | |
Net Loss per Share | |
The Company calculates its basic and diluted earnings per share in accordance with ASC 260. Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive warrants and options and convertible securities. Because the Company generated a net loss in the years ended February 28, 2015 and 2014, any convertible securities were anti-dilutive. | |
Recent Accounting Pronouncements | |
The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. |
GOING_CONCERN_MATTERS
GOING CONCERN MATTERS | 12 Months Ended |
Feb. 28, 2015 | |
Going Concern Matters [Abstract] | |
GOING CONCERN MATTERS | NOTE 3 - GOING CONCERN MATTERS |
The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, during the years ended February 28, 2015 and 2014, the Company did not engage in any business activities or generate any revenue, and the Company incurred a loss from operations of $136,756 and a net loss of $128,756 for the year ended February 28, 2015 and a loss from operations and a net loss of $260,154 for the year ended February 28, 2014. The Company has a stockholders' deficit of approximately $39,000 at February 28, 2015 and $180,000 at February 28, 2014. In addition, the Company had a negative cash flow in operating activities of approximately $68,000 and $145,000 for the years ended February 28, 2015 and 2014, respectively. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company may seek funding through additional issuance of common stock and/or borrowings from financial institutions; however, market conditions, together with the absence of an active trading market in the Company's common stock and the trading price of the common stock make it difficult for the Company to raise cash from the sale of equity and the Company's financial condition make it extremely difficult to borrow funds. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Related Party Transactions [Abstract] | |||||||||
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS | ||||||||
On December 31, 2014, the chief executive officer made a $12,000 loan to the Company, for which the Company issued its 10% senior promissory note in the principal amount of $12,000. The note, which has the same terms as and was issued contemporaneously with the notes described in Note 5, was due December 31, 2015 or earlier in the event that the Company completes a private placement of its common stock. As of February 28, 2015, the balance due on the note is $12,000. The chief executive officer also made an advance to the Company of $100. The following table sets forth information concerning notes payable related party: | |||||||||
February 28, | February 28, | ||||||||
2015 | 2014 | ||||||||
Non-interest bearing and payable on demand to chief executive officer of the Company | $ | 100 | $ | - | |||||
10% senior promissory note due to the chief executive officer | 12,000 | - | |||||||
Total | $ | 12,100 | $ | - | |||||
In February 2015, the chief executive officer forgave $270,000 of accrued compensation, which represented all accrued compensation through February 28, 2015. This forgiveness of indebtedness is treated as a contribution to capital and the amount of the forgiveness was transferred from liabilities to additional paid-in capital. |
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended |
Feb. 28, 2015 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 5 – NOTES PAYABLE |
On December 31, 2014, one individual who was not a related party at February 28, 2015 and one other non-affiliated person each made a $12,000 loan for which the Company issued its 10% senior promissory note in the principal amount of $12,000. The notes were due December 31, 2015 or earlier in the event that the Company completes a private placement of our stock. At February 28, 2015, notes in the principal amount of $24,000 were outstanding. |
CAPITAL_STOCK
CAPITAL STOCK | 12 Months Ended |
Feb. 28, 2015 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 6 – CAPITAL STOCK |
On September 25, 2012, the Company filed a certificate of designation setting forth the rights, preferences and privileges of a new series of preferred stock designated as the series A convertible preferred stock, consisting of 5,000,000 shares. Each share of series A preferred stock was convertible into 20 shares of common stock. However, the series A preferred stock could not be converted into common stock until such date as the Company increased the number of authorized shares of common stock, either by an increase in the authorized common stock or a reverse split or combination of shares such that there are a number of authorized shares of common stock that are available, free from preemptive rights, equal to the maximum number of shares of common stock issuable upon conversion of the number of authorized shares of series A preferred stock. | |
On May 30, 2013, the Company amended its articles of incorporation to increase the authorized common stock from 225,000,000 shares to 400,000,000 shares. The par value of $0.001 per share remained unchanged. In June 2013, the 5,000,000 shares of series A convertible preferred stock were converted into 125,000 shares of common stock. As a result of the conversion of the series A convertible preferred stock, the converted shares became shares of preferred stock, without designation as to class. | |
During May 2013, the Company sold 50,000 shares of its common stock at its fair value $4.00 per share to investors, for which it received a total of $200,000. | |
During October and November 2013, the Company sold 6,250 shares of its common stock at its fair value $16.00 per share to investors, for which it received a total of $100,000. | |
In February 2015, the chief executive officer forgave $270,000 of accrued compensation, which represented all accrued compensation through February 28, 2015. This forgiveness of indebtedness is treated as a contribution to capital and the amount was transferred from liabilities to additional paid-in capital. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||
Feb. 28, 2015 | |||||
Income Tax Disclosure [Abstract] | |||||
INCOME TAXES | NOTE 7– INCOME TAXES | ||||
The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because the Company has experienced operating losses for U.S. federal income tax purposes since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. | |||||
The Company had a change in ownership during 2013. As a result, due to the change in ownership provisions of the Internal Revenue Code, net operating loss carryforwards for federal income tax reporting purposes are subject to annual limitations. Should a further change in ownership occur, net operating loss carryforwards may be further limited as to use in future years. | |||||
The Company has fully reserved the benefit from the tax loss carryforward as follows: | |||||
Net operating loss carryforward at February 28, 2015 | $ | 8,343,675 | |||
Tax rate | 34 | % | |||
Tax benefit of net operating loss carryforward | $ | 2,836,850 | |||
Valuation allowance | $ | (2,836,850 | ) | ||
Deferred income tax asset | $ | 0 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | ||
Feb. 28, 2015 | |||
Subsequent Events [Abstract] | |||
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS | ||
On March 20, 2015, the Company effected a one-for-800 reverse stock split of its common stock pursuant to which each share of common stock then outstanding became one-800th of a share, with fractional shares being rounded up to the next higher whole number of shares. All share and per share information has been retroactively adjusted to reflect the reverse split. | |||
March 31, 2015, the Company acquired all of the capital stock of Lingerie Fighting Championships, Inc., a Nevada corporation ("LFC"), in a transaction which is accounted for as a reverse acquisition. LFC, was incorporated in July 2014. LFC's activities from inception through December 31, 2014, were devoted primarily to the development, production, promotion and distribution of original entertainment which the plan to make commercially available predominantly through live entertainment events, as well as through digital home video, broadcast television networks, video-on-demand and digital media channels, although LFC did not produce any events since its organization. As a result of, and in connection with, the reverse acquisition: | |||
· | The Company issued to the holders of the LFC common stock and convertible notes a total of 16,750,000 shares of common stock; | ||
· | The Company issued 2,500,000 additional shares of common stock for $200,000, or $0.08 per share, in a private placement; | ||
· | The shares of common stock issued to the holders of the LFC common stock and convertible notes represents approximately 85.1% of our outstanding common stock after giving effect to the reverse split, the reverse acquisition and the private placement; | ||
· | The Company's business became the business of LFC; | ||
· | The Company changed its corporate name to Lingerie Fighting Championships, Inc.; | ||
· | The Company changed its fiscal year to the calendar year, which was the fiscal year of LFC prior to the reverse acquisition; | ||
· | LFC was merged into the Company; and | ||
· | Shaun Donnelly, who was the sole director and chief executive officer of LFC, became a director and chief executive officer. | ||
The Company received the proceeds from the private placement of its common stock on April 2, 2015, and paid the 10% senior promissory notes in the principal amount of $36,000. See Notes 4 and 5. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Feb. 28, 2015 | |
Accounting Policies [Abstract] | |
Principals of consolidation | Principals of consolidation |
The consolidated financial statements include the accounts of and its controlled subsidiaries. Equity investments in which the Company exercises significant influence, but does not control and is not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which the Company does not exercise significant influence over the investee are accounted for using the cost method of accounting. Intercompany transactions are eliminated. As of February 28, 2014, the Company had one subsidiary, Cala Energy International Corp., which was inactive. At February 28, 2015, the Company had no subsidiaries. | |
Use of Estimates | Use of Estimates |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $3,551 and $35,607 in cash as at February 28, 2015 and February 28, 2014, respectively. | |
Segment Information | Segment Information |
ASC 280 requires companies to report information about operating segment in interim and annual financial statements. It also requires segment disclosures about products and services geographic and major customers. The Company has determined that it does not have any separately reportable operating segments. | |
Advertising and Promotion Costs | Advertising and Promotion Costs |
Costs associated with advertising and promotions are expensed as incurred. The Company did not incur any advertising and promotion costs for the years ended February 28, 2015 and 2014. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
The fair values of the Company's accrued expenses and other current liabilities approximate their carrying values due to the relatively short maturities of these instruments. The carrying value of the Company's short and long term debt approximates fair value based on management's best estimate of the interest rates that would be available for similar debt obligations having similar terms at the balance sheet date. | |
Income Taxes | Income Taxes |
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized. | |
The Company adopted ASC 740-10-25, Income Taxes- Overall-Recognition, on January 1, 2007, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize any additional liabilities for uncertain tax positions as a result of the implementation of ASC 740-10-25. | |
Net Loss per Share | Net Loss per Share |
The Company calculates its basic and diluted earnings per share in accordance with ASC 260. Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive warrants and options and convertible securities. Because the Company generated a net loss in the years ended February 28, 2015 and 2014, any convertible securities were anti-dilutive. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. |
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Schedule of related party transactions | February 28, | February 28, | |||||||
2015 | 2014 | ||||||||
Non-interest bearing and payable on demand to chief executive officer of the Company | $ | 100 | $ | - | |||||
10% senior promissory note due to the chief executive officer | 12,000 | - | |||||||
Total | $ | 12,100 | $ | - |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||
Feb. 28, 2015 | |||||
Income Tax Disclosure [Abstract] | |||||
Summary of fully reserved the benefit from the tax loss carryforward | Net operating loss carryforward at February 28, 2015 | $ | 8,343,675 | ||
Tax rate | 34 | % | |||
Tax benefit of net operating loss carryforward | $ | 2,836,850 | |||
Valuation allowance | $ | (2,836,850 | ) | ||
Deferred income tax asset | $ | 0 |
NATURE_OF_OPERATIONS_AND_BASIS1
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Detail Textuals) (USD $) | 1 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Mar. 20, 2015 | 30-May-13 | Jul. 13, 2012 | Jul. 14, 2012 | Mar. 31, 2015 | Sep. 14, 2012 | 23-May-13 | Feb. 28, 2015 | Feb. 28, 2014 | Jun. 30, 2013 | Jul. 18, 2012 | |
Organization And Nature Of Business [Line Items] | |||||||||||
Common stock, shares authorized | 225,000,000 | 400,000,000 | 400,000,000 | ||||||||
Subsequent event | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Reverse stock split effective ratio | One-for-800 | ||||||||||
Reverse stock split ratio for each share | One-800th | ||||||||||
Series A convertible preferred stock | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Preferred stock convertible in common stock | 125,000 | ||||||||||
Jia Hang | Common stock | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Common stock ownership percentage | 72.50% | ||||||||||
Number of common shares owns | 307,832 | ||||||||||
Former directors | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Common stock ownership percentage | 35.00% | ||||||||||
Debt cancellation amount | $100,000 | ||||||||||
Director | Morgan Stanley Smith Barney | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Number of shares acquired | 31,236 | ||||||||||
Chief executive officer | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Common stock ownership percentage | 47.50% | ||||||||||
Number of shares issued upon cancellation of debt | 9,350,000 | ||||||||||
Chief executive officer | Morgan Stanley Smith Barney | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Number of shares acquired | 24,252 | ||||||||||
Terry Butler | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Debt amount | 819,319 | ||||||||||
Terry Butler | Series A convertible preferred stock | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Number of shares issued upon cancellation of debt | 5,000,000 | ||||||||||
Terry Butler | Common stock | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Number of shares issued upon cancellation of debt | 131,037 | ||||||||||
Terry Butler | Jia Hang | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Total consideration | 300 | ||||||||||
Terry Butler | Jia Hang | Series A convertible preferred stock | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Number of shares sold | 5,000,000 | ||||||||||
Preferred stock convertible in common stock | 125,000 | ||||||||||
Terry Butler | Jia Hang | Common stock | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Number of shares sold | 182,832 | ||||||||||
6% demand promissory note | Morgan Stanley Smith Barney | Loan Agreement | |||||||||||
Organization And Nature Of Business [Line Items] | |||||||||||
Agreed amount of loan | 150,000 | ||||||||||
Interest rate | 6.00% | ||||||||||
Aggregate principal amount | $150,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Accounting Policies [Abstract] | ||
Cash | $3,551 | $35,607 |
GOING_CONCERN_MATTERS_Detail_T
GOING CONCERN MATTERS (Detail Textuals) (USD $) | 12 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2013 | |
Going Concern Matters [Abstract] | |||
Loss from operations | ($136,756) | ($260,154) | |
Net loss | -128,756 | -260,154 | |
stockholders' deficit | -38,549 | -179,793 | -219,639 |
Cash flow in operating activities | ($68,156) | ($145,253) |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Related Party Transaction [Line Items] | ||
Loan Payable- related party | $12,100 | |
Chief executive officer | Non-interest bearing and payable on demand | ||
Related Party Transaction [Line Items] | ||
Loan Payable- related party | 100 | |
Chief executive officer | 10% senior promissory note | ||
Related Party Transaction [Line Items] | ||
Loan Payable- related party | $12,000 |
RELATED_PARTY_TRANSACTIONS_Det1
RELATED PARTY TRANSACTIONS (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | |
Feb. 28, 2015 | Dec. 31, 2014 | Feb. 28, 2014 | |
Related Party Transaction [Line Items] | |||
Amount of borrowing | $24,000 | ||
Loan Payable- related party | 12,100 | ||
Forgiveness of accrued salaries by related party | 270,000 | ||
10% senior promissory note | |||
Related Party Transaction [Line Items] | |||
Interest rate of senior promissory note | 10.00% | ||
Aggregate principal amount | 12,000 | ||
Chief executive officer | |||
Related Party Transaction [Line Items] | |||
Forgiveness of accrued salaries by related party | 270,000 | ||
Chief executive officer | 10% senior promissory note | |||
Related Party Transaction [Line Items] | |||
Amount of borrowing | 12,000 | ||
Interest rate of senior promissory note | 10.00% | ||
Aggregate principal amount | 12,000 | ||
Loan Payable- related party | 12,000 | ||
Chief executive officer | Non-interest bearing and payable on demand | |||
Related Party Transaction [Line Items] | |||
Loan Payable- related party | $100 |
NOTES_PAYABLE_Detail_Textuals
NOTES PAYABLE (Detail Textuals) (USD $) | 12 Months Ended |
Feb. 28, 2015 | |
Debt Instrument [Line Items] | |
Amount of borrowing | $24,000 |
10% senior promissory note | |
Debt Instrument [Line Items] | |
Interest rate of senior promissory note | 10.00% |
Aggregate principal amount | 12,000 |
Outstanding amount | 24,000 |
10% senior promissory note | Non related party | |
Debt Instrument [Line Items] | |
Amount of borrowing | 12,000 |
10% senior promissory note | Other non affiliated person | |
Debt Instrument [Line Items] | |
Amount of borrowing | $12,000 |
CAPITAL_STOCK_Detail_Textuals
CAPITAL STOCK (Detail Textuals) (USD $) | 1 Months Ended | 2 Months Ended | 12 Months Ended | 1 Months Ended | |||
31-May-13 | Nov. 30, 2013 | Feb. 28, 2015 | Feb. 28, 2014 | Sep. 25, 2012 | 30-May-13 | Jun. 30, 2013 | |
Capital Stock [Line Items] | |||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 225,000,000 | ||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | ||||
Number of common shares sold to investors | 50,000 | 6,250 | |||||
Common stock fair value | $4 | $16 | |||||
Value of common shares sold | $200,000 | $100,000 | $300,000 | ||||
Forgiveness of accrued salaries by related party | 270,000 | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||
Chief executive officer | |||||||
Capital Stock [Line Items] | |||||||
Forgiveness of accrued salaries by related party | $270,000 | ||||||
Series A convertible preferred stock | |||||||
Capital Stock [Line Items] | |||||||
Preferred stock conversion into shares of common stock | Each share of series A preferred stock was convertible into 20 shares of common stock. | ||||||
Preferred stock convertible in common stock | 125,000 | ||||||
Preferred stock, shares authorized | 5,000,000 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended |
Feb. 28, 2015 | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward at February 28, 2015 | $8,343,675 |
Tax rate | 34.00% |
Tax benefit of net operating loss carryforward | 2,836,850 |
Valuation allowance | -2,836,850 |
Deferred income tax asset | $0 |
SUBSEQUENT_EVENTS_Detail_Textu
SUBSEQUENT EVENTS (Detail Textuals) (USD $) | 1 Months Ended | 2 Months Ended | 12 Months Ended | 1 Months Ended | |||
31-May-13 | Nov. 30, 2013 | Feb. 28, 2014 | Mar. 20, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Apr. 02, 2015 | |
Subsequent Event [Line Items] | |||||||
Issuance of common stock to private placement | $200,000 | $100,000 | $300,000 | ||||
Issuance of common stock to private placement (in shares) | 50,000 | 6,250 | |||||
10% senior promissory note | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate principal amount | 12,000 | ||||||
Interest rate of senior promissory note | 10.00% | ||||||
Subsequent event | |||||||
Subsequent Event [Line Items] | |||||||
Reverse stock split effective ratio | One-for-800 | ||||||
Subsequent event | Private placement | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of common stock to private placement | 200,000 | ||||||
Issuance of common stock to private placement (in shares) | 2,500,000 | ||||||
Common stock price per share | $0.08 | ||||||
Subsequent event | Convertible notes | LFC | Share Exchange Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued under exchange agreement | 16,750,000 | ||||||
Common stock ownership percentage | 85.10% | ||||||
Subsequent event | 10% senior promissory note | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate principal amount | 36,000 | ||||||
Subsequent event | Related parties | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate principal amount | $24,000 |