Nexus Biopharma (NEXS) 10-Q 27 Oct 17 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	May 31, 2017	Oct. 27, 2017
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-Q
Document Period End Date	May 31, 2017
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		64,300,000

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	May 31, 2017	Feb. 28, 2017
CURRENT ASSETS
Cash	$ 8,427	$ 77
Prepaid rent	1,500	1,000
Total Current Assets	9,927	1,077
Property and equipment, net	1,508	1,575
Intangible Asset, net	6,465	6,875
TOTAL ASSETS	17,900	9,527
LIABILITIES
Accounts payable and accrued expenses	925,273	835,514
Account payable - related parties	91,424	87,547
Stock payable	200,000	200,000
Derivative liabilities	282,881
Convertible debt - short term, net of unamortized debt discount of $85,540 and $0	25,571
Note payable - short term	292,500	292,500
Total Current Liabilities	1,817,649	1,415,561
Convertible notes payable - net of unamortized debt discount of $10,554 and $12,221	49,446	47,779
Total Long Term Liabilities	49,446	47,779
TOTAL LIABILITIES	1,867,095	1,463,340
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value; 750,000,000 shares authorized; 64,309,656 and 64,309,656 shares issued and outstanding, respectively	64,310	64,310
Additional paid-in-capital	1,771,141	1,776,324
Accumulated stockholders' deficit	(3,684,646)	(3,294,447)
Total Stockholders' Deficit	(1,849,195)	(1,453,813)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 17,900	$ 9,527

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($)	May 31, 2017	Feb. 28, 2017
Statement of Financial Position [Abstract]
Unamortized debt discount, current	$ 85,540	$ 0
Unamortized debt discount, noncurrent	$ 10,554	$ 12,221
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	64,309,656	64,309,656
Common stock, shares outstanding	64,309,656	64,309,656

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	May 31, 2017	May 31, 2016
OPERATING EXPENSES
General and administrative	$ 157,445	$ 248,014
Research and development	7,525	7,500
Total Operating Expenses	164,970	255,514
OTHER EXPENSE
Loss on derivative liabilities	(189,698)
Interest expense	(35,531)	(4,144)
Other expense total	(225,229)	(4,144)
NET LOSS	$ (390,199)	$ (259,658)
BASIS AND DILUTED NET LOSS PER SHARE	$ (0.01)	$ (0.04)
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIS AND DILUTED	64,309,656	6,933,014

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity Deficit (Unaudited) - 3 months ended May 31, 2017 - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
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
Warrants reclassed to derivative liabilities	(5,183)		(5,183)
Net loss	(390,199)			(390,199)
Balance at May. 31, 2017	$ (1,849,195)	$ 64,310	$ 1,771,141	$ (3,684,646)
Balance, Shares at May. 31, 2017		64,309,656

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	May 31, 2017	May 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (390,199)	$ (259,658)
Adjustments to reconcile net loss to net cash used by operating activities
Amortization of debt discount	27,238	1,667
Depreciation and Amortization expense	477	137
Stock based compensation		91,800
Loss on derivative liabilities	189,698
Change in operating assets and liabilities Prepaid rent	(500)
Accounts payable - related parties	3,877
Accounts payable and accrued expenses	77,759	(2,312)
NET CASH USED IN OPERATING ACTIVITIES	(91,650)	(168,366)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for website development costs		(8,250)
NET CASH USED IN INVESTING ACTIVITIES		(8,250)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		292,500
Proceeds from convertible debt	100,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	100,000	292,500
NET INCREASE IN CASH	8,350	115,884
Cash at the beginning of the period	77	9,925
Cash at the end of the period	8,427	125,809
SUPPLEMENTAL DISCLOSURES:
Interest paid
Income taxes paid
NON CASH TRANSACTIONS
Debt discount from derivative liabilities	88,000
Debt discount from one-time interest	12,000
Warrants reclassified to derivative liabilities	$ 5,183

Nature of Operations and Going

Nature of Operations and Going Concern	3 Months Ended
	May 31, 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 June 21, 2017 the preferred shares are not available. 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	3 Months Ended
	May 31, 2017
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited interim financial statements been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements. Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. Operating results for the three months ended May 31, 2017 are not necessarily indicative of the results that may be expected for the year ending February 28, 2018. The balance sheet as of February 28, 2017 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm, but does not include all of the information and footnotes required for complete annual financial statements. . The financial statements included in this Quarterly Report should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K filed on July 5, 2017. 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. Use of Estimates To prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, we are required to make significant 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 revenues and expenses during the reporting period. In addition, significant estimates were made in projecting future cash flows to quantify deferred tax assets, the costs associated with fulfilling our warranty obligations for the instruments that we sell, and the estimates employed in our calculation of fair value of stock options awarded and warrant derivative liability. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from the estimates and assumptions used. 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. ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It 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. The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of May 31, 2017: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 170,787 $ - $ - $ 170,787 Warrant derivative liabilities $ 112,094 $ - $ - $ 112,094 Total $ 282,881 $ - $ - $ 282,881 The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Balance at February 28, 2017 $ - Fair value of liabilities recorded as “day1” derivative loss 201,752 Fair value of derivative liabilities reclassified from additional paid in capital 5,183 Fair value of derivative liabilities recorded as a debt discount 88,000 Unrealized derivative gain included in other expense (12,054 ) Balance at May 31, 2017 $ 282,881 Level 3: inputs to the valuation methodology are unobservable and significant to the fair value The fair value of the derivative liabilities are calculated at the time of issuance and the Company records a derivative liability for the calculated value. Changes in the fair value of the derivative liabilities are included in other expense in the consolidated statements of operations. 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. 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	3 Months Ended
	May 31, 2017
License Agreement and Commitments [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 and third annual payments, due March 3, 2016 and 2017 were 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 May 31, 2017 amounted to $68,904.

Related Party Transactions

Related Party Transactions	3 Months Ended
	May 31, 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 $43,750 for the three months ended May 31, 2017 and 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. 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 May 31, 2017 and 2016, unpaid salaries to the CEO amounted to $247,098 and $213,773, 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 three months ended May 31, 2017 and 2016 amounted to $0 and $15,000 respectively. The total amount payable due to the related party as of May 31, 2017 and 2016 amounted to $20,000 and $15,000, respectively, which is reported in accounts payable – related parties in the consolidated balance sheets.

Short Term Debt

Short Term Debt	3 Months Ended
	May 31, 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	3 Months Ended
	May 31, 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 three months ended May 31, 2017 and 2016 was $27,238 and $1,667, respectively. The unamortized debt discount at May 31, 2017 and 2016 is $85,540 and $0, respectively. The Company entered into an agreement to issue convertible notes with a principal sum up to $500,000 plus accrued and unpaid interest and any other fees and net of an original issue discount (OID) of $50,000. The investor paid $100,000 on March 8, 2017 net of the original issue discount of $11,111. The investor may pay additional amounts to the Company in such amounts and at such dates as the investor may choose, however, the Company has the right to reject any of those payments within 24 hours of receipt of such payments. The maturity date is twelve months after the receipt of each payment and is the date upon which the principal sum of the note, as well as any unpaid interest and other fees, shall be due and payable. The investor may extend any maturity date in its sole discretion in increments of up to six months at any time before or after any maturity date. The maturity date shall automatically be deemed extended unless the investor provides notice to the Company that it is not or has not extended the maturity date, which notice the investor may provide at any time before or after the maturity date. A one-time interest charge of l2% was recognized as a debt discount to the note. The interest is in addition to the OID, and that OID remains payable regardless of time and manner of payment by the Company. The Company may repay up to 98% (such that the investor may retain 2%) of the note at any time on or before 90 days after its maturity date in an amount equal to 120% of the principal sum being repaid plus all accrued and unpaid interest, OID, liquidated damages, fees and other amounts due on such principal sum, or at 140% if repaid at any time on or before 180 days after its maturity date. The Company may not repay any payment after 180 days after its maturity date without written approval from the Investor. The investor has the right, at any time after the maturity date, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest and any other fees into shares of fully paid and non-assessable shares of common stock of the Company at a price equivalent to the lesser of $0.14 or 60% of the lowest trade price in the 25 trading days prior to conversion. In connection with this note, the Company also issued 793,650 warrants to the investor. See Notes 7 and 8.

Derivative Liabilities

Derivative Liabilities	3 Months Ended
	May 31, 2017
Derivative Liabilities [Abstract]
DERIVATIVE LIABILITIES	NOTE 7: DERIVATIVE LIABILITIES During the three months ended May 31, 2017, the convertible notes issued by the Company qualified as derivative liabilities under Accounting Standards Codification 815, Derivatives As of May 31, 2017 the aggregate fair value of the outstanding derivative liabilities was $282,881. For the three months ended May 31, 2017 the net loss on the change of fair value was $189,698. The Company estimated the fair value of the derivative liabilities using the Black-Scholes option pricing model using the following key assumptions during the three months ended May 31, 2017 Initial Valuation May 31, Market value of common stock on measurement date $ 0.17 $ 0.14 Exercise price $ 0.09-$1.50 $ 0.08-$1.50 Risk free interest rate 1.03-2.08 % 1.17-1.75 % Expected term in years 1-4 0.80-4.80 Expected volatility 153-168 % 171-213 % Expected dividend yields 0 % 0 %

Warrants

Warrants	3 Months Ended
	May 31, 2017
Warrants [Abstract]
Warrants	NOTE 8 – Warrants As disclosed in Note 6, the Company issued 793,650 common stock warrants with the convertible note. The warrants have a term of 5 years and an exercise price equivalent to the lesser of $0.14 or the lowest trade price in the 10 trading days prior to exercise. These warrants were tainted and were accounted for as derivative instruments under ASC 815. See Note 7. As of May 31, 2017, the Company has an aggregate of 853,650 warrants outstanding and exercisable with a weighted average exercise price of $0.24 and a weighted average remaining term of 4.55 years and the intrinsic value of $2,381.

Leases

Leases	3 Months Ended
	May 31, 2017
Leases [Abstract]
LEASES	NOTE 9 – LEASES The Company leases its New Jersey facility under an operating lease. The one year lease, which terminated 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 three months ended May 31, 2017 was $19,474. 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 for the three months ended May 31, 2017 in the amount of $13,992 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.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	May 31, 2017
Summary of Significant Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited interim financial statements been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements. Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. Operating results for the three months ended May 31, 2017 are not necessarily indicative of the results that may be expected for the year ending February 28, 2018. The balance sheet as of February 28, 2017 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm, but does not include all of the information and footnotes required for complete annual financial statements. . The financial statements included in this Quarterly Report should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K filed on July 5, 2017.
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.
Use of Estimates	Use of Estimates To prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, we are required to make significant 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 revenues and expenses during the reporting period. In addition, significant estimates were made in projecting future cash flows to quantify deferred tax assets, the costs associated with fulfilling our warranty obligations for the instruments that we sell, and the estimates employed in our calculation of fair value of stock options awarded and warrant derivative liability. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from the estimates and assumptions used.
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. ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It 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. The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of May 31, 2017: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 170,787 $ - $ - $ 170,787 Warrant derivative liabilities $ 112,094 $ - $ - $ 112,094 Total $ 282,881 $ - $ - $ 282,881 The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Balance at February 28, 2017 $ - Fair value of liabilities recorded as “day1” derivative loss 201,752 Fair value of derivative liabilities reclassified from additional paid in capital 5,183 Fair value of derivative liabilities recorded as a debt discount 88,000 Unrealized derivative gain included in other expense (12,054 ) Balance at May 31, 2017 $ 282,881 Level 3: inputs to the valuation methodology are unobservable and significant to the fair value The fair value of the derivative liabilities are calculated at the time of issuance and the Company records a derivative liability for the calculated value. Changes in the fair value of the derivative liabilities are included in other expense in the consolidated statements of operations.
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.
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.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	May 31, 2017
Summary of Significant Accounting Policies [Abstract]
Schedule of financial liabilities on a recurring basis, and their level within the fair value hierarchy	Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 170,787 $ - $ - $ 170,787 Warrant derivative liabilities $ 112,094 $ - $ - $ 112,094 Total $ 282,881 $ - $ - $ 282,881
Schedule of changes in fair value, on a recurring basis using significant unobservable inputs:	Balance at February 28, 2017 $ - Fair value of liabilities recorded as “day1” derivative loss 201,752 Fair value of derivative liabilities reclassified from additional paid in capital 5,183 Fair value of derivative liabilities recorded as a debt discount 88,000 Unrealized derivative gain included in other expense (12,054 ) Balance at May 31, 2017 $ 282,881

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	3 Months Ended
	May 31, 2017
Derivative Liabilities [Abstract]
Schedule of fair value derivative liabilities using the Black-Scholes option pricing model	Initial Valuation May 31, Market value of common stock on measurement date $ 0.17 $ 0.14 Exercise price $ 0.09-$1.50 $ 0.08-$1.50 Risk free interest rate 1.03-2.08 % 1.17-1.75 % Expected term in years 1-4 0.80-4.80 Expected volatility 153-168 % 171-213 % Expected dividend yields 0 % 0 %

Nature of Operations and Goin19

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 Accoun20

Summary of Significant Accounting Policies (Details)	May 31, 2017USD ($)
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Embedded conversion derivative liability	$ 170,787
Warrant derivative liabilities	112,094
Total	282,881
Fair Value, Inputs, Level 1 [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Embedded conversion derivative liability
Warrant derivative liabilities
Total
Fair Value, Inputs, Level 2 [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Embedded conversion derivative liability
Warrant derivative liabilities
Total
Fair Value, Inputs, Level 3 [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Embedded conversion derivative liability	170,787
Warrant derivative liabilities	112,094
Total	$ 282,881

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Details 1)	3 Months Ended
	May 31, 2017USD ($)
Summary of Significant Accounting Policies [Abstract]
Balance at February 28, 2017
Fair value of liabilities recorded as "day 1" derivative loss	201,752
Fair value of derivative liabilities reclassified from additional paid in capital	5,183
Fair value of derivative liabilities recorded as a debt discount	88,000
Unrealized derivative gain included in other expense	(12,054)
Balance at May 31, 2017	$ 282,881

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Details Textual)	3 Months Ended
	May 31, 2017
Summary of Significant Accounting Policies (Textual)
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

License Agreement and Comment23

License Agreement and Commentments (Details) - USD ($)	3 Months Ended		12 Months Ended
	May 31, 2017	May 31, 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	$ 7,525	$ 7,500
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 and third annual payments, due March 3, 2016 and 2017 were not made.
Due to medicine amount	$ 68,904
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	3 Months Ended
	May 01, 2016	May 31, 2017	May 31, 2016
Related Party Transactions (Textual)
Base salary amount		$ 43,750	$ 43,750
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	$ 0	15,000
Total amount payable due to the related party		20,000	15,000
Chief Executive Officer [Member]
Related Party Transactions (Textual)
Unpaid salaries		$ 247,098	$ 213,773

Short Term Debt (Details)

Short Term Debt (Details) - USD ($)	3 Months Ended
	May 31, 2017	May 31, 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 ($)	Mar. 08, 2017	May 31, 2017	May 31, 2016	Jan. 31, 2016	Dec. 31, 2015
Convertible Notes Payable (Textual)
Principal amount		$ 500,000		$ 60,000	$ 60,000
Original issue discount		$ 50,000
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
Unamortized debt discount		85,540	$ 0
Amortization expense		$ 27,238	$ 1,667
Investor [Member]
Convertible Notes Payable (Textual)
Principal amount	$ 100,000
Original issue discount	$ 11,111
Debt conversion, description		A one-time interest charge of l2% was recognized as a debt discount to the note. The interest is in addition to the OID, and that OID remains payable regardless of time and manner of payment by the Company. The Company may repay up to 98% (such that the investor may retain 2%) of the note at any time on or before 90 days after its maturity date in an amount equal to 120% of the principal sum being repaid plus all accrued and unpaid interest, OID, liquidated damages, fees and other amounts due on such principal sum, or at 140% if repaid at any time on or before 180 days after its maturity date. The Company may not repay any payment after 180 days after its maturity date without written approval from the investor. The investor has the right, at any time after the maturity date, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest and any other fees into shares of fully paid and non-assessable shares of common stock of the Company at a price equivalent to the lesser of $0.14 or 60% of the lowest trade price in the 25 trading days prior to conversion.
Warrants issued		793,650

Derivative Liabilities (Details

Derivative Liabilities (Details)	3 Months Ended
	May 31, 2017$ / shares
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Market value of common stock on measurement date	$ 0.14
Expected dividend yields	0.00%
Maximum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Exercise price	$ 1.50
Risk free interest rate	1.75%
Expected term in years	4 years 9 months 18 days
Expected volatility	213.00%
Minimum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Exercise price	$ 0.08
Risk free interest rate	1.17%
Expected term in years	9 months 18 days
Expected volatility	171.00%
Initial Valuation [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Market value of common stock on measurement date	$ 0.17
Expected dividend yields	0.00%
Initial Valuation [Member] | Maximum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Exercise price	$ 1.50
Risk free interest rate	2.08%
Expected term in years	4 years
Expected volatility	168.00%
Initial Valuation [Member] | Minimum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Exercise price	$ 0.09
Risk free interest rate	1.03%
Expected term in years	1 year
Expected volatility	153.00%

Derivative Liabilities (Detai28

Derivative Liabilities (Details Textual) - USD ($)	3 Months Ended
	May 31, 2017	May 31, 2016	Feb. 28, 2017
Derivative Liabilities (Textual)
Aggregate fair value of the outstanding derivative liabilities	$ 282,881
Net loss on the change of fair value	$ (189,698)

Warrants (Details)

Warrants (Details)	3 Months Ended
	May 31, 2017USD ($)$ / sharesshares
Warrants (Textual)
Warrants exercise price per share	$ 1.50
Equity Line of Credit Agreement [Member]
Warrants (Textual)
Stock issued | shares	793,650
Warrants exercise price per share	$ 0.14
Term of warrants	5 years
Warrants outstanding | shares	853,650
Weighted average exercise price	$ 0.24
Weighted average remaining term	4 years 6 months 18 days
Intrinsic value | $	$ 2,381
Warrants description	The warrants have a term of 5 years and an exercise price equivalent to the lesser of $0.14 or the lowest trade price in the 10 trading days prior to exercise.

Leases (Details)

Leases (Details)	3 Months Ended
	May 31, 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	$ 19,474
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.
Rent expense	$ 13,992
Houston [Member]
Leases (Textual)
Lease terminates date	Dec. 31, 2017
Monthly payments of operating lease	$ 500