Nexus Biopharma (NEXS) 10-K 5 Jul 17 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Feb. 28, 2017	Jul. 05, 2017	Aug. 31, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	NEXUS BIOPHARMA INC
Entity Central Index Key	1,424,151
Trading Symbol	NEXS
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Document Type	10-K
Document Period End Date	Feb. 28, 2017
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 12,262,089
Entity Common Stock, Shares Outstanding		64,300,000

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Feb. 28, 2017	Feb. 29, 2016
CURRENT ASSETS
Cash	$ 77	$ 9,925
Prepaid rent	1,000
Total Current Assets	1,077	9,925
Property and equipment, net	1,575
Intangible asset, net	6,875
TOTAL ASSETS	9,527	9,925
LIABILITIES
Accounts payable and accrued expenses	835,514	735,606
Accounts payable - related parties	87,547
Stock payable	200,000
Note payable	292,500
Total Current Liabilities	1,415,561	735,606
Convertible notes payable - net of unamortized debt discount of $12,221 and 18,889	47,779	41,111
Total Long Term Liabilities	47,779	41,111
TOTAL LIABILITIES	1,463,340	776,717
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value; 750,000,000 shares authorized; 64,309,655 and 31,552,524 shares issued and outstanding, respectively	64,310	31,553
Additional paid-in-capital	1,776,324	1,810,002
Accumulated Stockholders' Deficit	(3,294,447)	(2,608,347)
Total Stockholders' Deficit	(1,453,813)	(766,792)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 9,527	$ 9,925

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Feb. 28, 2017	Feb. 29, 2016
Statement of Financial Position [Abstract]
Unamortized debt discount	$ 12,221	$ 18,889
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	64,309,655	31,552,524
Common stock, shares outstanding	64,309,655	31,552,524

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
OPERATING EXPENSES
General and administrative	$ 623,683	$ 917,958
Research and development	31,404	233,835
Total Operating Expenses	655,087	1,151,793
OTHER EXPENSE
Interest expense	(31,013)	(1,111)
NET LOSS	$ (686,100)	$ (1,152,904)
BASIS AND DILUTED NET LOSS PER SHARE	$ (0.01)	$ (0.24)
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIS AND DILUTED	55,789,600	4,803,215

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity Deficit - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Feb. 28, 2015	$ (259,689)	$ 2,299	$ 1,193,455	$ (1,455,443)
Balance, Shares at Feb. 28, 2015		2,298,671
Issuance of common stock for services	625,000	$ 450	624,550
Issuance of common stock for services, Shares		449,563
Sale common stock for cash at $.00001 per share	801	$ 28,804	(28,003)
Sale common stock for cash at $.00001 per share, shares		28,804,290
Warrants issued with debt	20,000		20,000
Adjustment due to the reverse merger
Net loss	(1,152,904)			(1,152,904)
Balance at Feb. 29, 2016	(766,792)	$ 31,553	1,810,002	(2,608,347)
Balance, Shares at Feb. 29, 2016		31,552,524
Issuance of common stock for services	91,800	$ 4,457	87,343
Issuance of common stock for services, Shares		4,457,132
Cancellation of shares		$ (35,500)	35,500
Cancellation of shares, Shares		(35,500,000)
Adjustment due to the reverse merger	(92,721)	$ 63,800	(156,521)
Adjustment due to the reverse merger, Shares		63,800,000
Net loss	(686,100)			(686,100)
Balance at Feb. 28, 2017	$ (1,453,813)	$ 64,310	$ 1,776,324	$ (3,294,447)
Balance, Shares at Feb. 28, 2017		64,309,656

Consolidated Statements of Sto6

Consolidated Statements of Stockholders' Equity Deficit (Parenthetical)	Feb. 29, 2016$ / shares
Statement of Stockholders' Equity [Abstract]
Sale of stock price per share	$ 0.00001

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (686,100)	$ (1,152,904)
Adjustments to reconcile net loss to net cash used by operating activities
Amortization of debt discount	6,668	1,111
Depreciation and Amortization expense	1,489
Stock based compensation	91,800	625,000
Change in operating assets and liabilities
Prepaid rent	(1,000)
Accounts payable - related parties	(48,483)
Accounts payable and accrued expenses	143,217	453,865
NET CASH USED IN OPERATING ACTIVITIES	(492,409)	(72,928)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for furniture and equipment	(1,689)
Cash paid for website development costs	(8,250)
NET CASH USED IN INVESTING ACTIVITIES	(9,939)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		801
Proceeds from convertible notes payable		60,000
Proceeds from notes payable	292,500
Proceeds from equity line of credit	200,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	492,500	60,801
NET DECREASE IN CASH	(9,848)	(12,127)
Cash at the beginning of the period	9,925	22,052
Cash at the end of the period	77	9,925
SUPPLEMENTAL DISCLOSURES:
Interest paid
Income taxes paid
NON CASH TRANSACTIONS
Cancellation of shares	355
Adjustment due to reverse merger	92,721
Debt discount on warrants issued on debt		$ 20,000

Nature of Operations and Going

Nature of Operations and Going Concern	12 Months Ended
	Feb. 28, 2017
Nature of Operations and Going Concern [Abstract]
NATURE OF OPERATIONS AND GOING CONCERN	NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN Nexus BioPharma, Inc. (“we”, “our”, “NBP”, “the Company”) was incorporated in Delaware on April 17, 2013. During this time the Company devoted substantially all of its efforts to activities such as financial planning and raising capital. The Company did not have any transactions from incorporation date through the period ended February 28, 2014. NBP is a life science company focused on the development and commercialization of a pharmaceutical preparation to treat obesity and the symptoms of type 2 diabetes. On February 1, 2016, the Company effected a 1 for 13.5 reverse stock split of its common stock. All share information in the financial statements for fiscal years 2017 and 2016 reflect the impact of the reverse stock split. Reverse merger On May 17, 2016 the Company entered into an Agreement and Plan of Reorganization (“Merger Agreement”) by and among Nexus Bio Pharma, Inc. a Nevada corporation (Nexus), the Company and Nexus Acquisition Corp. (“Acquisition Corp.”), a Delaware corporation and wholly owned subsidiary of Nexus. The Merger Agreement closed on June 9, 2016 and resulted in the following: Acquisition Corp. merged with the Company with the latter as the surviving company in the merger. The Company shall continue its corporate existence under the name “Nexus BioPharma, Inc.” Each share of common stock of the Company prior to the merger converted into 4.8552632 shares of common stock, par value $0.001 per share, of Nexus. Nexus then cancelled 35,500,000 shares of its common stock that were outstanding prior to the merger. The Company’s stockholders shall receive convertible promissory notes corresponding to their proportional ownership interest of NBP common stock which shall be convertible into newly created shares of preferred stock of Nexus. The Nexus preferred shares shall be convertible into 36,000,000 shares of Nexus common stock. The convertible notes will be issued once Nexus has the preferred shares in place. As of the date of this report, the preferred shares are not in place. The transaction is accounted for as a reverse acquisition and the Company is considered the accounting acquirer for financial reporting purposes. The historical consolidated financial statements include the operations of the accounting acquirer for all periods presented. Going Concern The consolidated financial statements have been prepared on a going concern basis. The Company has incurred losses since inception and has a working capital deficit, which raises substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement and public offering of its common stock. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Feb. 28, 2017
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Nexus Acquisition Corp. Significant intercompany transactions and balances have been eliminated in consolidation Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risks on cash and cash equivalents. Property and Equipment Property and equipment is stated at cost. The cost of property and equipment is depreciated over the estimated useful lives of the related assets of 5 years for equipment and 10 years for furniture. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Expenditures for major renewals or betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Intangible asset Intangible asset consist of capitalized website cost which is amortized on a straight-line basis over the estimated useful life of the related asset of 5 years. Impairment of Long-Lived Assets Long-lived assets, which include intangible assets with finite useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair market value of the assets. Net Loss Per Share Net loss per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. Diluted income per share reflects the potential dilution that would occur if outstanding warrants were exercised utilizing the treasury stock method. Due to the Company’s net losses, dilutive common stock equivalents are excluded from the diluted loss per share calculation as the effect would be anti-dilutive. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. We have net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Fair Value of Financial Instruments The carrying amounts reported in the balance sheets for accounts payable, accrued expenses and debt are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and, if applicable, the stated rate of interest is equivalent to rates currently available. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: inputs to the valuation methodology are unobservable and significant to the fair value The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Related party transactions A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Research and Development Costs Research and development costs are charged to operations when incurred and are included in operating expense. Research and development costs were $31,404 and $233,835 for the years ended February 28, 2017 and February 29, 2016, respectively. Stock-Based Compensation We account for stock based compensation in accordance with ASC 718 which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award and to recognize stock-based compensation expense on a straight-line basis over the requisite service period. . Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at the earlier of the commitment date or completion of services. Recently Issued Accounting Pronouncements We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations. Financial position or cash flows.

License Agreement and Commentme

License Agreement and Commentments	12 Months Ended
	Feb. 28, 2017
License Agreement And Commentments [Abstract]
LICENSE AGREEMENT AND COMMENTMENTS	NOTE 3 – LICENSE AGREEMENT AND COMMENTMENTS The Company entered in to a Patent and Technology License Agreement with the Albert Einstein College of Medicine (Licensors) in March 2014. The agreement grants the Company a world-wide exclusive license to materials and methods for use in the diagnosis and treatment of cancers, obesity and diabetes with inhibitors of Fyn kinase. In return the Company has agreed to pay a license fee to Licensors, to reimburse licensors patent expenses thus far incurred, to pay all future patent expenses, pay a royalty on any sales of product using licensed technology, as well as certain minimum royalties and milestone payments. Pursuant to the License Agreement, we are also obligated to make the following royalties and payments to the Licensors: ● Royalty payment equivalent to 3% of net sales. ● Royalty payment of a minimum of a specified percentage of net sales in case the Company pays royalties to unaffiliated third parties for patent rights. ● Pay 20% of any net proceeds that the Company will receive pursuant to a sublicense agreement that the Company will enter into with other parties. ● Issue 30% of the Company outstanding common stock to the Licensors calculated on a fully diluted, as converted basis. Accordingly, in fiscal year 2015, we issued 616,541 common shares valued at $857,143 which was charged to research and development expense. ● Non-refundable license fee of $25,000 upon execution of the License Agreement. ● License maintenance fee of $30,000 on each of the first, second, third and fourth anniversary of the License Agreement. The payment may be credited against royalties made during the twelve month period. ● License maintenance fee of $50,000, and $75,000 on the fifth and sixth anniversaries of the License Agreement, respectively. Each payment may be credited against royalties made during each such twelve month period. ● License maintenance fee of $100,000 on the seventh and each subsequent anniversary of the License Agreement. Each payment may be credited against royalties made during each such twelve month period. ● Milestone payments ranging from $100,000 to $750,000 if certain milestones are achieved. Additionally, under the license agreement the Company is obligated to offer new shares to the licensors on a fully diluted basis for all new stock issues with the sale terms offered under the new issue. The License Agreement will terminate upon expiration of the patent. The initial payment of $30,000, due March 3, 2015 was not made and the second annual payment, due March 3, 2016 was not made. As of the date of this filing the Company has not received any demand for payment or notice of default from Albert Einstein College of Medicine. The Company plans to pay these minimum royalty payments as soon as adequate funds are available. The total amount due to Albert Einstein College of Medicine as of February 28, 2017 amounted to $61,404 which is reported in accounts payable – related parties in the consolidated balance sheets.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Feb. 28, 2017
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 – RELATED PARTY TRANSACTIONS The Company has an employment agreement with the principal officer and stockholder providing for a base salary of $175,000 for the years ended February 28, 2017 and February 29, 2016. The base salary shall be increased at the end of each year to reflect the change in the consumer price index and the board of directors may award increases in the base salary greater than those provided above. The Company also owed the principal officer and stockholder an amount of $3,643 as of February 28, 2017 for expenses paid on behalf of the Company. The amount is reported in accounts payable – related parties in the consolidated balance sheets. If the officer continues active employment after 2017, compensation will be negotiated. The Company’s obligation under the employment agreement accrues only as the service is rendered. . As of February 28, 2017 and February 29, 2016, unpaid salaries to the CEO amounted to $225,223 and $193,915, respectively which are included in accounts payable and accrued expenses in the consolidated balance sheets. On March 1, 2014, the Company entered into a consulting agreement with a principal stockholder providing monthly payments of $5,000 plus reimbursable travel expenses for a period of six months, after which, the agreement shall automatically renew for an additional three month term unless terminated by either party with 15 day prior notice. On June 1, 2014, the Company entered into a new agreement with the principal stockholder with the same terms as the previous one except that the monthly fee was increased to $7,500. On May 1, 2016, the Company renewed the consulting agreement for a period of six months with monthly fees amounted to $7,500. The agreement was terminated on November 12, 2016 with an effective date of August 1, 2016. Total consulting fees incurred for the years February 28, 2017 and February 29, 2016 amounted to $52,500 and $0 respectively. The total amount payable due to the related party as of February 28, 2017 and February 29, 2016 amounted to $22,500 and $0, respectively, which is reported in accounts payable – related parties in the consolidated balance sheets.

Short Term Debt

Short Term Debt	12 Months Ended
	Feb. 28, 2017
Short Term Debt and Convertible Notes Payable [Abstract]
SHORT TERM DEBT	NOTE 5 – SHORT TERM DEBT Short term notes payable consist of an unsecured note payable of $292,500 with an interest rate of 10% and is due in April 2017. The note is currently past due.

Convertible Notes Payable

Convertible Notes Payable	12 Months Ended
	Feb. 28, 2017
Short Term Debt and Convertible Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 6 – CONVERTIBLE NOTES PAYABLE Convertible notes were issued during December 2015 and January 2016 with principal amounts totaling to $60,000. The notes are non-interest bearing and have a term of three years. The notes were contemplated to automatically convert into the Company’s planned units offering with each unit consisting of two shares of common stock and one warrant at a price of $1 per unit. An aggregate of 60,000 warrants were issued with the notes. These warrants have an exercise price of $1.50 per share and a term of 3 years. The relative fair value of the warrants amounting to $20,000 was recognized as a debt discount and amortized over the term of the notes. Amortization expense for the years ended February 28, 2017 and February 29, 2016 was $6,668 and $1,111, respectively.

Equity

Equity	12 Months Ended
	Feb. 28, 2017
Equity [Abstract]
EQUITY	NOTE 7 – EQUITY Common stock During the year ended February 28, 2017, the Company issued shares of common stock as follows: ● 4,457,132 shares of common stock for consulting services with a fair value of $91,800. ● 63,800,000 shares of common stock pursuant to the Merger Agreement (see Note 1). The Company also cancelled 35,500,000 shares of common stock pursuant to the Merger Agreement (see Note 1). During the year ended February 29, 2016, the Company issued shares of common stock as follows: ● 449,563 shares of common stock for services with a fair value of $625,000. ● 28,804,290 shares of common stock were sold for cash for total proceeds of $801. Equity Line of Credit The Company entered into an Equity Line of Credit Agreement (the “ELOC”) with Corelli Capital A.G. (“CCAG”) on June 14, 2016. The terms of the agreement provide that the Company shall issue and sell to CCAG up to $2,250,000 of the Company’s common stock. The Company can request in separate transactions a maximum advance amount of $200,000 in exchange for the issuance of the equivalent amount of common stock valued at the current market price. The first advance amount will be calculated at $0.20 per share. The agreement will expire, either seven months from the agreement date or, when the investor shall have made the payment of advances totaling $2,250,000, whichever comes first. The Company requested an advance for $200,000 on June 22, 2016 of which $100,000 was received as of August 31, 2016 and the remaining $100,000 was received on September 7, 2016. Under the terms of the ELOC the Company will issue 1,000,000 shares in return for the first funding of $200,000, but as of February 28, 2017 the 1,000,000 share have not been issued. As of January 14, 2017 the equity line of credit agreement has expired. As February 28, 2017, advances received from the ELOC are reported as stock payable in the consolidated balance sheets. Warrants As of February 28, 2017, the Company has an aggregate of 60,000 warrants outstanding and exercisable with a weighted average exercise price of $1.50 and a weighted average remaining term of 1.89 years.

Leases

Leases	12 Months Ended
	Feb. 28, 2017
Leases [Abstract]
LEASES	NOTE 8 –LEASES The Company leases its New Jersey facility under an operating lease. The one year lease, which terminates on July 31 2017, requires monthly payments of $6,491. The lease can be terminated with notice given at least ninety days prior to the intended date of termination. The Company is also obligated to pay additional rent to cover their share of taxes and operating costs in excess of specified base amounts. Rent expense for the year ended February 28, 2017 was $19,357. Additionally, the Company has sub-leased a portion of its office space. The sub-lease, which terminates on July 31 2017, requires monthly payments of $4,664. The lease can be terminated with notice given at least ninety days prior to the intended date of termination. The Company has recorded the rent collected from the sub-lessees as a reduction of rent expense. The Company has executed a new operating lease on November 18, 2016 for facilities in Houston, Texas to begin February 1, 2017. This lease, which terminates on December 31, 2017, requires monthly payments of $500. Future minimum lease payments under the aforementioned operating leases, net of sub-lease rentals are as follows: Year ended February 28, 2018 $ 14,138

Income Taxes

Income Taxes	12 Months Ended
	Feb. 28, 2017
Income Taxes [Abstract]
INCOME TAXES	NOTE 9 – INCOME TAXES The Company.uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During the years ended February 28, 2017, and February 29, 2016, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward amounted to $1,688,424 at February 28, 2017, and will start to expire in 2035. As at February 28, 2017 and February 29, 2016, deferred tax assets consisted of the following: 2016 2016 Net operating loss carryforwards $ 1,688,424 $ 1,096,521 Deferred tax asset $ 574,064 $ 372,817 Less: Valuation allowance (574,064 ) (372,817 ) Net deferred tax asset $ - $ -

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Feb. 28, 2017
Summary of Significant Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying financial statements been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Nexus Acquisition Corp. Significant intercompany transactions and balances have been eliminated in consolidation
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risks on cash and cash equivalents.
Property and Equipment	Property and Equipment Property and equipment is stated at cost. The cost of property and equipment is depreciated over the estimated useful lives of the related assets of 5 years for equipment and 10 years for furniture. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Expenditures for major renewals or betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.
Intangible asset	Intangible asset Intangible asset consist of capitalized website cost which is amortized on a straight-line basis over the estimated useful life of the related asset of 5 years.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Long-lived assets, which include intangible assets with finite useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair market value of the assets.
Net Loss Per Share	Net Loss Per Share Net loss per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. Diluted earnings per share reflect the potential dilution of securities that could share in earnings of an entity. Diluted income per share reflects the potential dilution that would occur if outstanding warrants were exercised utilizing the treasury stock method. Due to the Company’s net losses, dilutive common stock equivalents are excluded from the diluted loss per share calculation as the effect would be anti-dilutive.
Income Taxes	Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. We have net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts reported in the balance sheets for accounts payable, accrued expenses and debt are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and, if applicable, the stated rate of interest is equivalent to rates currently available. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: inputs to the valuation methodology are unobservable and significant to the fair value The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.
Related party transactions	Related party transactions A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Research and Development Costs	Research and Development Costs Research and development costs are charged to operations when incurred and are included in operating expense. Research and development costs were $31,404 and $233,835 for the years ended February 28, 2017 and February 29, 2016, respectively.
Stock-Based Compensation	Stock-Based Compensation We account for stock based compensation in accordance with ASC 718 which requires companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award and to recognize stock-based compensation expense on a straight-line basis over the requisite service period. . Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at the earlier of the commitment date or completion of services.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations. Financial position or cash flows.

Leases (Tables)

Leases (Tables)	12 Months Ended
	Feb. 28, 2017
Leases [Abstract]
Schedule of future minimum lease payments and sub-lease rentals	Year ended February 28, 2018 $ 14,138

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Feb. 28, 2017
Income Taxes [Abstract]
Summary of deferred tax assets	2016 2016 Net operating loss carryforwards $ 1,688,424 $ 1,096,521 Deferred tax asset $ 574,064 $ 372,817 Less: Valuation allowance (574,064 ) (372,817 ) Net deferred tax asset $ - $ -

Nature of Operations and Goin20

Nature of Operations and Going Concern (Details) - $ / shares	Jun. 09, 2016	Feb. 01, 2016
Nature of Operations and Going Concern (Textual)
Reverse stock split		1 for 13.5 reverse stock split
Merger Agreement [Member]
Nature of Operations and Going Concern (Textual)
Converted into shares of common stock	4.8552632
Merger Agreement [Member] | Nevada Corporation [Member]
Nature of Operations and Going Concern (Textual)
Converted into shares of common stock	36,000,000
Shares issued, price per share	$ 0.001
Cancelled shares of common stock	35,500,000

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
Summary of Significant Accounting Policies (Textual)
Intangible asset useful life	5 years
Related party transaction, description	(i) Any person that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company.
Research and development costs	$ 31,404	$ 233,835
Equipment [Member]
Summary of Significant Accounting Policies (Textual)
Property and equipment estimated useful lives	5 years
Furniture [Member]
Summary of Significant Accounting Policies (Textual)
Property and equipment estimated useful lives	10 years

License Agreement and Comment22

License Agreement and Commentments (Details) - USD ($)	12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2015
License Agreement and Commentments (Textual)
Royalty payment percentage	3.00%
Percentage of net proceeds to other parties	20.00%
Outstanding of common stock diluted percentage	30.00%
Research and development expense	$ 31,404	$ 233,835
Initial payment of license costs	$ 30,000
License settlement agreement terms	The initial payment of $30,000, due March 3, 2015 was not made and the second annual payment, due March 3, 2016 was not made.
Due to medicine amount	$ 61,404
Minimum [Member]
License Agreement and Commentments (Textual)
Milestone payments	100,000
Maximum [Member]
License Agreement and Commentments (Textual)
Milestone payments	750,000
License Agreement [Member]
License Agreement and Commentments (Textual)
Research and development expense			$ 857,143
Issued of common stock shares			616,541
Non - refundable license fees	25,000
First Anniversary License Agreement [Member]
License Agreement and Commentments (Textual)
License maintenance fees	30,000
Second Anniversary License Agreement [Member]
License Agreement and Commentments (Textual)
License maintenance fees	30,000
Third Anniversary License Agreement[Member]
License Agreement and Commentments (Textual)
License maintenance fees	30,000
Fourth Anniversary License Agreement [Member]
License Agreement and Commentments (Textual)
License maintenance fees	30,000
Fifth Anniversary License Agreement [Member]
License Agreement and Commentments (Textual)
License maintenance fees	50,000
Sixth Anniversary License Agreement [Member]
License Agreement and Commentments (Textual)
License maintenance fees	75,000
Seventh Anniversary License Agreement [Member]
License Agreement and Commentments (Textual)
License maintenance fees	$ 100,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	12 Months Ended
	May 01, 2016	Feb. 28, 2017	Feb. 29, 2016
Related Party Transactions (Textual)
Base salary amount		$ 175,000	$ 175,000
Related party transaction, description		On March 1, 2014, the Company entered into a consulting agreement with a principal stockholder providing monthly payments of $5,000 plus reimbursable travel expenses for a period of six months, after which, the agreement shall automatically renew for an additional three month term unless terminated by either party with 15 day prior notice. On June 1, 2014, the Company entered into a new agreement with the principal stockholder with the same terms as the previous one except that the monthly fee was increased to $7,500.
Consulting fees	$ 7,500	$ 52,500	0
Company owed principal officer and stockholder an amount		3,643
Total amount payable due to the related party		22,500	0
Chief Executive Officer [Member]
Related Party Transactions (Textual)
Unpaid salaries		$ 225,223	$ 193,915

Short Term Debt (Details)

Short Term Debt (Details) - USD ($)	12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
Short Term Debt (Textual)
Unsecured note payable	$ 292,500
Interest rate	10.00%
Maturity date	Apr. 30, 2017

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Jan. 31, 2016	Dec. 31, 2015
Convertible Notes Payable (Textual)
Principal amount			$ 60,000	$ 60,000
Debt conversion, description	The notes are non-interest bearing and have a term of three years. The notes were contemplated to automatically convert into the Company's planned units offering with each unit consisting of two shares of common stock and one warrant at a price of $1 per unit.
Warrants issued	60,000
Warrants exercise price per share	$ 1.50
Warrants term	3 years
Fair value of warrants	$ 20,000
Amortization expense	$ 6,668	$ 1,111

Equity (Details)

Equity (Details) - USD ($)	12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
Equity (Textual)
Issuance of common stock for services	$ 91,800	$ 625,000
Warrants outstanding	60,000
Warrants exercise price per share	$ 1.50
Sale of common stock shares, value		801
Term of warrants	1 year 10 months 21 days
Equity Line of Credit Agreement [Member]
Equity (Textual)
Line of credit facility, description	The terms of the agreement provide that the Company shall issue and sell to CCAG up to $2,250,000 of the Company's common stock. The Company can request in separate transactions a maximum advance amount of $200,000 in exchange for the issuance of the equivalent amount of common stock valued at the current market price. The first advance amount will be calculated at $0.20 per share. The agreement will expire, either seven months from the agreement date or, when the investor shall have made the payment of advances totaling $2,250,000, whichever comes first. The Company requested an advance for $200,000 on June 22, 2016 of which $100,000 was received as of August 31, 2016 and the remaining $100,000 was received on September 7, 2016. Under the terms of the ELOC the Company will issue 1,000,000 shares in return for the first funding of $200,000, but as of February 28, 2017 the 1,000,000 share have not been issued.
Merger Agreement [Member]
Equity (Textual)
Issuance of common stock for services, Shares	63,800,000
Cancelled shares of common stock	35,500,000
Common Stock [Member]
Equity (Textual)
Issuance of common stock for services	$ 4,457	$ 450
Issuance of common stock for services, Shares	4,457,132	449,563
Sale of common stock shares, value		$ 28,804
Sale of common stock shares		28,804,290

Leases (Details)

Leases (Details)	Feb. 28, 2017USD ($)
Leases [Abstract]
2,018	$ 14,138

Leases (Details Textual)

Leases (Details Textual)	12 Months Ended
	Feb. 28, 2017USD ($)
New Jersey facilities [Member]
Leases (Textual)
Lease terminates date	Jul. 31, 2017
Monthly payments of operating lease	$ 6,491
Lease date of termination, description	The lease can be terminated with notice given at least ninety days prior to the intended date of termination.
Rent expense	$ 19,357
Sub-lease [Member]
Leases (Textual)
Lease terminates date	Jul. 31, 2017
Monthly payments of operating lease	$ 4,664
Lease date of termination, description	The lease can be terminated with notice given at least ninety days prior to the intended date of termination.
Houston [Member]
Leases (Textual)
Lease terminates date	Dec. 31, 2017
Monthly payments of operating lease	$ 500

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Feb. 28, 2017	Feb. 29, 2016
Income Taxes [Abstract]
Net operating loss carryforwards	$ 1,688,424	$ 1,096,521
Deferred tax asset	574,064	372,817
Less: Valuation allowance	(574,064)	(372,817)
Net deferred tax asset

Income Taxes (Details Textual)

Income Taxes (Details Textual) - USD ($)	12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
Income Taxes (Textual)
Net operating loss carry-forward amount	$ 1,688,424	$ 1,096,521
Operating loss carry-forward , description	Expire in 2035.