Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 31, 2017 | Oct. 10, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | VinCompass Corp. | |
Entity Central Index Key | 1,490,949 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,381,335,960 | |
Trading Symbol | VCPS | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
Current Assets: | ||
Cash | $ 775 | $ 13,952 |
Total Current Assets | 775 | 13,952 |
TOTAL ASSETS | 775 | 13,952 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 244,667 | 195,302 |
Accrued payroll | 206,000 | 216,000 |
Accounts Payable to related parties | 361,611 | 289,281 |
Convertible notes payable, net of unamortized discount of $62,772 and $73,281, respectively | 283,944 | 259,981 |
Derivative liability | 259,823 | 112,461 |
Total Current Liabilities | 1,356,045 | 1,073,025 |
Total Liabilities | 1,356,045 | 1,073,025 |
Stockholders' Deficit: | ||
Common Stock, $0.001 par value; 9,900,000,000 and 400,000,000 shares authorized; 583,876,061 and 47,149,371 shares issued and outstanding, respectively | 583,875 | 47,149 |
Additional Paid-in Capital | 2,482,455 | 1,890,147 |
Accumulated Deficit | (4,436,600) | (2,997,369) |
Total Stockholders' Deficit | (1,355,270) | (1,059,073) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | 775 | 13,952 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred Stock value | 5,000 | 1,000 |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred Stock value | ||
Series C Preferred Stock [Member] | ||
Stockholders' Deficit: | ||
Preferred Stock value | $ 10,000 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
Convertible notes payable, net of unamortized discount | $ 62,772 | $ 73,281 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 9,900,000,000 | 400,000,000 |
Common stock, shares issued | 583,876,061 | 47,149,371 |
Common stock, shares outstanding | 583,876,061 | 47,149,371 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 40,000,000 | 2,000,000 |
Preferred stock, shares issued | 5,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 1,000,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.50 | $ 0.50 |
Preferred stock, shares authorized | 40,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 0 |
Preferred stock, shares issued | 10,000,000 | 0 |
Preferred stock, shares outstanding | 10,000,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | |
Income Statement [Abstract] | ||||
General & administrative expenses | $ 230,385 | $ 204,057 | $ 570,263 | $ 359,117 |
Total operating expenses | 230,385 | 204,057 | 570,263 | 359,117 |
Loss from operations | (230,385) | (204,057) | (570,263) | (359,117) |
Other expense: | ||||
Interest expense | (76,475) | (7,670) | (279,184) | (7,670) |
Loss on derivative | (252,434) | (589,784) | ||
Total other expense | (328,909) | (7,670) | (868,968) | (7,670) |
Net loss | $ (559,294) | $ (211,727) | $ (1,439,231) | $ (366,787) |
Basic loss per share | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Basic weighted average shares | 278,697,179 | 43,772,368 | 173,919,448 | 43,737,193 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2016 | |
Cash flow from operating activities: | ||
Net loss | $ (1,439,231) | $ (366,787) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 172,400 | 85,760 |
Amortization of debt discount | 270,179 | 7,000 |
Fees added to convertible note principal | 6,000 | |
Loss on derivative liabilities | 589,784 | |
Changes in operating assets and liabilities: | ||
Accounts payable to related party | 72,330 | 37,307 |
Accrued payroll | 60,000 | 60,000 |
Accounts payable and accrued expenses | 61,711 | (18,969) |
Net cash used in operating activities | (206,827) | (195,689) |
Cash flows from financing activities: | ||
Proceeds from convertible debt, net of OID | 193,650 | 60,000 |
Borrowings from related party | 42,183 | |
Repayment of related party debt | (1,000) | |
Proceeds from the sale of common stock | 79,500 | |
Net cash provided by financing activities | 193,650 | 180,683 |
Net decrease in cash | (13,177) | (15,006) |
Cash at beginning of period | 13,952 | 43,680 |
Cash at end of period | 775 | 28,674 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||
Cash paid during the period interest | ||
Cash paid during the period income taxes | ||
Supplemental disclosure of noncash activities: | ||
Settlement of deferred payroll by issuance of Series C Preferred stock | 30,000 | |
Settlement of deferred payroll by issuance of Series A Preferred stock | 40,000 | |
Release of derivative liabilities due to conversion of convertible debt | 682,422 | |
Debt discount recognized from derivative liabilities | 240,000 | |
Common shares issued for conversion of convertible note | $ 218,212 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS VinCompass Corp. (Formerly known as Tiger Jiujiang Mining, Inc.), entered into a Share Exchange Agreement with VinCompass, whereby VinCompass Corp. exchanged 60% of its outstanding shares of common stock for 100% of the outstanding shares of VinCompass common stock. As of the closing date, VinCompass will operate as a wholly owned subsidiary of VinCompass Corp. On March 7, 2017, the Board approved and filed an Amended & Restated Articles of Incorporation with the Secretary of State of Wyoming whereby: the aggregate number of shares of all classes of capital stock which this Corporation shall have authority to issue is 1,000,000,000 shares, of which 40,000,000 shares shall be shares of preferred stock, par value of $.001 per share as described herein (“Preferred Stock”), and 960,000,000 shares shall be shares of common stock, par value of $.001 per share (“Common Stock”). On May 8, 2017, the Board approved and filed an Amended & Restated Articles of Incorporation with the Secretary of State of Wyoming to: (i) increase our authorized common stock to 5,000,000,000 shares, of which 40,000,000 shares shall be shares of preferred stock, par value of $.001 per share as described herein (“Preferred Stock”), and 4,960,000,000 shares shall be shares of common stock, par value of $.001 per share (“Common Stock”). On August 2, 2017, the Board approved and filed an Amended & Restated Articles of Incorporation with the Secretary of State of Wyoming whereby: the aggregate number of shares of all classes of capital stock which this Corporation shall have authority to issue is 10,000,000,000 shares, of which 100,000,000 shares shall be shares of preferred stock as described herein (“Preferred Stock”), and 9,900,000,000 shares shall be shares of common stock, par value of $.001 per share (“Common Stock”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated interim financial statements of VinCompass Corp have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year ended February 28, 2018. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the year ended February 28, 2017 as reported on Form 10-K have been omitted. |
Going Concern
Going Concern | 6 Months Ended |
Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 – GOING CONCERN The accompanying unaudited financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has had no revenue to date, has an accumulated deficit of $4,436,600 as of August 31, 2017 and a net loss of $1,439,231 for the six months ended August 31, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. While the Company is attempting to increase operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. The Company will continue to pursue additional equity and/or debt financing while managing cash flows from operations in an effort to provide funds to meet its obligations on a timely basis and to support future business development. There is no assurance that these efforts will be successful. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise the additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plans and generate additional revenues. The financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may result should the Company be unable to continue as a going concern. |
Common Stock
Common Stock | 6 Months Ended |
Aug. 31, 2017 | |
Equity [Abstract] | |
Common Stock | NOTE 4 – COMMON STOCK On August 2, 2017, the Board approved and filed an Amended & Restated Articles of Incorporation with the Secretary of State of Wyoming whereby: the aggregate number of shares of all classes of capital stock which this Corporation shall have authority to issue is 10,000,000,000 shares, of which 100,000,000 shares shall be shares of preferred stock as described herein (“Preferred Stock”), and 9,900,000,000 shares shall be shares of common stock, par value of $.001 per share (“Common Stock”). During the three months ended May 31, 2017, the Company issued 9,000,000 shares of common stock for services to third parties. The shares were issued at $0.0011 based on the closing price on the date of grant for total non-cash expense of $9,900. During the three months ended May 31, 2017, the Company issued 91,173,404 shares of common stock for conversion of principal of $139,749 and accrued interest of $7,456. During the three months ended August 31, 2017, the Company issued 75,000,000 shares of common stock for services to third parties. The shares were issued at $0.0003 based on the closing price on the date of grant for total non- cash expense of $22,500. During the three months ended August 31, 2017, the Company issued 361,553,286 shares of common stock for conversion of principal of $66,117 and accrued interest of $4,890. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Aug. 31, 2017 | |
Equity [Abstract] | |
Preferred Stock | NOTE 5 – PREFERRED STOCK Series A Series A Preferred Stock consists of 40,000,000 shares, par value $0.001. Series A stock shall have 100:1 voting rights, no conversion rights, and no redemption rights. The Series A holders are entitled to dividends if declared and have no liquidation preferences. During the three months ended May 31, 2017, the Company issued 4,000,000 shares of Series A preferred stock to settle $40,000 of accrued payroll due to the CEO. The fair value of the shares is determined to be $180,000 using the weighted-average stock price during the three months ended May 31, 2017. The surplus of $140,000 is recorded as stock based compensation expense. Series B Series B Preferred Stock consists of 40,000,000 shares, par value $0.50. Series B stock has no voting rights and is convertible into common stock at a 50% discount to the average of the lowest three trades in the previous ten days before conversion. There are no redemption rights and no liquidation preferences. The Series B holders are entitled to dividends if declared Series C Series C Preferred Stock consists of 20,000,000 shares, par value $0.001. Series C stock shall have 1,000:1 voting rights and is convertible into common stock at one for ten shares of common. There are no redemption rights and no liquidation preferences. The Series C holders are entitled to dividends if declared On August 31, 2017, the Company issued 10,000,000 shares of Series C preferred stock to settle $30,000 of accrued payroll due to the CEO. The shares were valued using the closing price of the common stock on August 31, 2017. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Aug. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 – RELATED PARTY TRANSACTIONS As of August 31, 2017, the amount due to the majority shareholder and a director bear no interest and with no stated repayment terms totaled $361,611 ($289,281 as at February 28, 2017) arose from payments made on behalf of the Company, including by private credit. As of August 31, 2017, the Company had an accrued payroll expense of $206,000 ($216,000 as at February 28, 2017), after converting $70,000 of the amount owing into 14,000,000 Preferred Shares. See Note 5. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 7 – CONVERTIBLE NOTES PAYABLE The following table summarizes the convertible notes as of August 31, 2017: Note # Date Maturity Date Convertible Date Interest Balance May 31, 2017 Additions Conversions Balance August 31, 2017 1 7/7/2016 7/7/2017 1/7/2017 10 % $ 29,482 $ (29,482 ) $ - 2 8/15/2016 8/15/2017 2/15/2017 10 % 33,500 (33,500 ) - 3 9/28/2016 9/28/2017 3/28/2017 10 % 73,500 6,000 (1) (38,060 ) 41,440 4 10/20/2016 10/20/2017 4/18/2017 0 % 60,000 (60,000 ) - 5 10/28/2016 7/28/2017 4/26/2017 10 % 78,750 (39,624 ) 39,126 6 2/22/2017 11/30/2017 6/21/2017 10 % 58,000 (5,200 ) 52,800 7 3/15/2017 3/15/2018 9/11/2017 10 % 37,000 - 37,000 8 3/28/2017 3/28/2018 9/24/17 8 % 45,850 - 45,850 9 4/10/2017 1/15/2018 10/7/2017 10 % 38,000 - 38,000 10 5/16/2017 2/25/2018 11/12/2017 10 % 53,000 - 53,000 11 7/11/2017 demand 1/12/2018 10 % 11,000 - 11,000 12 8/3/2017 8/3/2018 1/30/2017 10 % 28,500 28,500 $ 333,232 219,350 $ (205,866 ) $ 346,716 Less Debt Discount: (73,251 ) (62,772 ) $ 259,981 $ 283,944 (1) $6,000 added to principle for fees related to conversions. These notes become convertible six months after the dates of agreement at a variable conversion price. The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features. Convertible note holders have the option to convert the note plus accrued interest into shares of the Company’s common stock after six months, at a certain discount of the average of the lowest trading prices for the previous 20 days prior to the conversion date. The Company determined the embedded conversion feature as a derivative liability, and recorded at fair value as of August 31, 2017. For certain notes a $500 to $1,000 fee for costs associated with converting and clearing stock is added to the amount being converted with an adjustment to the conversion price. A summary of the activity of the derivative liability for the period ended August 31, 2017 is as follows: Balance at February 28, 2017 $ 112,461 Derivative discount 240,000 Increase to derivative due to new issuance 328,601 Decrease in derivative due to conversion of debt (682,422 ) Derivative loss due to mark to market adjustment 261,183 Balance at August 31, 2017 $ 259,823 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the quarter ended August 31, 2017 is as follows: Date of valuation August 31, 2017 Inception Volatility 365% - 417 % 247% - 351 % Risk-free rate .92% - 1.38 % .61% - 1.01 % Years to maturity .25 –.33 .25 - .5 The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at August 31, 2017. Fair value measured at August 31, 2017 Fair value at August 31, 2017 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liabilities $ 259,823 $ - $ - $ 259,823 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Aug. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 - SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued, and has determined that no material subsequent events exist other than the following. Subsequent to August 31, 2017, the Company issued 797,459,899 shares of common stock for conversion of principal of $75,926 of convertible debt. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated interim financial statements of VinCompass Corp have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year ended February 28, 2018. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the year ended February 28, 2017 as reported on Form 10-K have been omitted. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Notes | The following table summarizes the convertible notes as of August 31, 2017: Note # Date Maturity Date Convertible Date Interest Balance May 31, 2017 Additions Conversions Balance August 31, 2017 1 7/7/2016 7/7/2017 1/7/2017 10 % $ 29,482 $ (29,482 ) $ - 2 8/15/2016 8/15/2017 2/15/2017 10 % 33,500 (33,500 ) - 3 9/28/2016 9/28/2017 3/28/2017 10 % 73,500 6,000 (1) (38,060 ) 41,440 4 10/20/2016 10/20/2017 4/18/2017 0 % 60,000 (60,000 ) - 5 10/28/2016 7/28/2017 4/26/2017 10 % 78,750 (39,624 ) 39,126 6 2/22/2017 11/30/2017 6/21/2017 10 % 58,000 (5,200 ) 52,800 7 3/15/2017 3/15/2018 9/11/2017 10 % 37,000 - 37,000 8 3/28/2017 3/28/2018 9/24/17 8 % 45,850 - 45,850 9 4/10/2017 1/15/2018 10/7/2017 10 % 38,000 - 38,000 10 5/16/2017 2/25/2018 11/12/2017 10 % 53,000 - 53,000 11 7/11/2017 demand 1/12/2018 10 % 11,000 - 11,000 12 8/3/2017 8/3/2018 1/30/2017 10 % 28,500 28,500 $ 333,232 219,350 $ (205,866 ) $ 346,716 Less Debt Discount: (73,251 ) (62,772 ) $ 259,981 $ 283,944 (1) $6,000 added to principle for fees related to conversions. |
Schedule of Derivative Liability | A summary of the activity of the derivative liability for the period ended August 31, 2017 is as follows: Balance at February 28, 2017 $ 112,461 Derivative discount 240,000 Increase to derivative due to new issuance 328,601 Decrease in derivative due to conversion of debt (682,422 ) Derivative loss due to mark to market adjustment 261,183 Balance at August 31, 2017 $ 259,823 |
Schedule of Derivative Liability Measured with Fair Value Assumptions | A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the quarter ended August 31, 2017 is as follows: Date of valuation August 31, 2017 Inception Volatility 365% - 417 % 247% - 351 % Risk-free rate .92% - 1.38 % .61% - 1.01 % Years to maturity .25 –.33 .25 - .5 |
Schedule of Derivative Liability Measured with Unobservable Inputs | The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at August 31, 2017. Fair value measured at August 31, 2017 Fair value at August 31, 2017 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liabilities $ 259,823 $ - $ - $ 259,823 |
Organization and Description 16
Organization and Description of Business (Details Narrative) - $ / shares | 6 Months Ended | ||||
Aug. 31, 2017 | Aug. 02, 2017 | May 08, 2017 | Mar. 07, 2017 | Feb. 28, 2017 | |
Capital stock, shares issued | 10,000,000,000 | 1,000,000,000 | |||
Preferred stock, shares authorized | 100,000,000 | 40,000,000 | 40,000,000 | ||
Preferred stock, par value | $ .001 | $ .001 | |||
Common stock, shares authorized | 9,900,000,000 | 9,900,000,000 | 4,960,000,000 | 960,000,000 | 400,000,000 |
Common stock, par value | $ 0.001 | $ .001 | $ .001 | $ .001 | $ 0.001 |
Maximum [Member] | |||||
Common stock, shares authorized | 5,000,000,000 | ||||
VinCompass Corp [Member] | |||||
Share exchange description | VinCompass Corp. (Formerly known as Tiger Jiujiang Mining, Inc.), entered into a Share Exchange Agreement with VinCompass, whereby VinCompass Corp. exchanged 60.0% of its outstanding shares of common stock for 100% of the outstanding shares of VinCompass common stock. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | Feb. 28, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ 4,436,600 | $ 4,436,600 | $ 2,997,369 | ||
Net loss | $ 559,294 | $ 211,727 | $ 1,439,231 | $ 366,787 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 3 Months Ended | 8 Months Ended | |||||
Aug. 31, 2017 | May 31, 2017 | Aug. 31, 2017 | Aug. 02, 2017 | May 08, 2017 | Mar. 07, 2017 | Feb. 28, 2017 | |
Capital stock, shares issued | 10,000,000,000 | 1,000,000,000 | |||||
Preferred stock, shares authorized | 100,000,000 | 40,000,000 | 40,000,000 | ||||
Common stock, shares authorized | 9,900,000,000 | 9,900,000,000 | 9,900,000,000 | 4,960,000,000 | 960,000,000 | 400,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ .001 | $ .001 | $ .001 | $ 0.001 | |
Number of shares issued for services, price per shares | $ 0.0003 | $ 0.0011 | $ 0.0003 | ||||
Non-cash expense | $ 22,500 | $ 9,900 | |||||
Number of shares issued for convertible debt, shares | 361,553,286 | 91,173,404 | |||||
Number of shares issued for convertible debt | $ 66,117 | $ 139,749 | |||||
Accrued interest | $ 4,890 | $ 7,456 | $ 4,890 | ||||
Third Parties [Member] | |||||||
Number of shares issued for services, shares | 9,000,000 | 75,000,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
May 31, 2017 | Aug. 31, 2017 | Aug. 02, 2017 | May 08, 2017 | Mar. 07, 2017 | Feb. 28, 2017 | |
Preferred stock, shares authorized | 100,000,000 | 40,000,000 | 40,000,000 | |||
Preferred stock, par value | $ .001 | $ .001 | ||||
Fair value of shares using weighted average stock price | $ 180,000 | |||||
Stock based compensation expense | $ 140,000 | |||||
Series A Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 40,000,000 | 2,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock voting rights | Series A stock shall have 100:1 voting rights, no conversion rights, and no redemption rights. | |||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||
Number of shares issued to settle accrued payroll, shares | 4,000,000 | |||||
Number of shares issued to settle accrued payroll | $ 40,000 | |||||
Series B Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 40,000,000 | 0 | ||||
Preferred stock, par value | $ 0.50 | $ 0.50 | ||||
Preferred stock voting rights | Series B stock has no voting rights | |||||
Discount rate | 50.00% | |||||
Series C Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 20,000,000 | 0 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock voting rights | Series C stock shall have 1,000:1 voting rights and is convertible into common stock at one for ten shares of common. | |||||
Series C Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||
Number of shares issued to settle accrued payroll, shares | 10,000,000 | |||||
Number of shares issued to settle accrued payroll | $ 30,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | |
Aug. 31, 2017 | Feb. 28, 2017 | |
Related Party Transactions [Abstract] | ||
Accounts Payable to related parties | $ 361,611 | $ 289,281 |
Accrued payroll | 206,000 | $ 216,000 |
Number of shares conversion | $ 70,000 | |
Number of shares conversion , shares | 14,000,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | 6 Months Ended |
Aug. 31, 2017USD ($) | |
Minimum [Member] | |
Debt conversion fees | $ 500 |
Maximum [Member] | |
Debt conversion fees | $ 1,000 |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of Convertible Notes (Details) - USD ($) | 6 Months Ended | ||||
Aug. 31, 2017 | Aug. 31, 2016 | May 31, 2017 | Feb. 28, 2017 | ||
Conversions | $ 218,212 | ||||
Less Debt Discount | (62,772) | $ (73,281) | |||
Net Balance | $ 283,944 | $ 259,981 | |||
Convertible Notes One [Member] | |||||
Date | Jul. 7, 2016 | ||||
Maturity Date | Jul. 7, 2017 | ||||
Convertible Date | Jan. 7, 2017 | ||||
Interest | 10.00% | ||||
Balance | $ 29,482 | ||||
Conversions | $ (29,482) | ||||
Gross balance | |||||
Convertible Notes Two [Member] | |||||
Date | Aug. 15, 2016 | ||||
Maturity Date | Aug. 15, 2017 | ||||
Convertible Date | Feb. 15, 2017 | ||||
Interest | 10.00% | ||||
Balance | 33,500 | ||||
Conversions | $ (33,500) | ||||
Gross balance | |||||
Convertible Notes Three [Member] | |||||
Date | Sep. 28, 2016 | ||||
Maturity Date | Sep. 28, 2017 | ||||
Convertible Date | Mar. 28, 2017 | ||||
Interest | 10.00% | ||||
Balance | 73,500 | ||||
Additions | [1] | $ 6,000 | |||
Conversions | (38,060) | ||||
Gross balance | $ 41,440 | ||||
Convertible Notes Four [Member] | |||||
Date | Oct. 20, 2016 | ||||
Maturity Date | Oct. 20, 2017 | ||||
Convertible Date | Apr. 18, 2017 | ||||
Interest | 0.00% | ||||
Balance | 60,000 | ||||
Conversions | $ (60,000) | ||||
Gross balance | |||||
Convertible Notes Five [Member] | |||||
Date | Oct. 28, 2016 | ||||
Maturity Date | Jul. 28, 2017 | ||||
Convertible Date | Apr. 26, 2017 | ||||
Interest | 10.00% | ||||
Balance | 78,750 | ||||
Conversions | $ (39,624) | ||||
Gross balance | $ 39,126 | ||||
Convertible Notes Six [Member] | |||||
Date | Feb. 22, 2017 | ||||
Maturity Date | Nov. 30, 2017 | ||||
Convertible Date | Jun. 21, 2017 | ||||
Interest | 10.00% | ||||
Balance | 58,000 | ||||
Conversions | $ (5,200) | ||||
Gross balance | $ 52,800 | ||||
Convertible Notes Seven [Member] | |||||
Date | Mar. 15, 2017 | ||||
Maturity Date | Mar. 15, 2018 | ||||
Convertible Date | Sep. 11, 2017 | ||||
Interest | 10.00% | ||||
Additions | $ 37,000 | ||||
Conversions | |||||
Gross balance | $ 37,000 | ||||
Convertible Notes Eight [Member] | |||||
Date | Mar. 28, 2017 | ||||
Maturity Date | Mar. 28, 2018 | ||||
Convertible Date | Sep. 24, 2017 | ||||
Interest | 8.00% | ||||
Additions | $ 45,850 | ||||
Conversions | |||||
Gross balance | $ 45,850 | ||||
Convertible Notes Nine [Member] | |||||
Date | Apr. 10, 2017 | ||||
Maturity Date | Jan. 15, 2018 | ||||
Convertible Date | Oct. 7, 2017 | ||||
Interest | 10.00% | ||||
Additions | $ 38,000 | ||||
Conversions | |||||
Gross balance | $ 38,000 | ||||
Convertible Notes Ten [Member] | |||||
Date | May 16, 2017 | ||||
Maturity Date | Feb. 25, 2018 | ||||
Convertible Date | Nov. 12, 2017 | ||||
Interest | 10.00% | ||||
Additions | $ 53,000 | ||||
Conversions | |||||
Gross balance | $ 53,000 | ||||
Convertible Notes Eleven [Member] | |||||
Date | Jul. 11, 2017 | ||||
Convertible Date | Jan. 12, 2018 | ||||
Interest | 10.00% | ||||
Additions | $ 11,000 | ||||
Conversions | |||||
Gross balance | $ 11,000 | ||||
Convertible Notes Twelve [Member] | |||||
Date | Aug. 3, 2017 | ||||
Maturity Date | Aug. 3, 2018 | ||||
Convertible Date | Jan. 30, 2017 | ||||
Interest | 10.00% | ||||
Additions | $ 28,500 | ||||
Gross balance | 28,500 | ||||
Convertible Notes [Member] | |||||
Balance | 333,232 | ||||
Additions | 219,350 | ||||
Conversions | (205,866) | ||||
Gross balance | 346,716 | ||||
Less Debt Discount | (62,772) | (73,251) | |||
Net Balance | $ 283,944 | $ 259,981 | |||
[1] | $6,000 added to principle for fees related to conversions. |
Convertible Notes Payable - S23
Convertible Notes Payable - Summary of Convertible Notes (Details) (Parenthetical) | 6 Months Ended |
Aug. 31, 2017USD ($) | |
Convertible Notes One [Member] | |
Debt conversion fees | $ 6,000 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Derivative Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2017 | Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2016 | |
Derivative loss due to mark to market adjustment | $ 252,434 | $ 589,784 | ||
Derivative Liability [Member] | ||||
Balance at February 28, 2017 | 112,461 | |||
Derivative discount | 240,000 | |||
Increase to derivative due to new issuance | 328,601 | |||
Decrease in derivative due to conversion of debt | (682,422) | |||
Derivative loss due to mark to market adjustment | 261,183 | |||
Balance at August 31, 2017 | $ 259,823 | $ 259,823 |
Convertible Notes Payable - S25
Convertible Notes Payable - Schedule of Derivative Liability Measured with Fair Value Assumptions (Details) | 6 Months Ended | 91 Months Ended |
Aug. 31, 2017 | Aug. 31, 2017 | |
Minimum [Member] | ||
Volatility (annual) | 365.00% | 247.00% |
Risk-free rate | 0.92% | 0.61% |
Years to maturity | 2 months 30 days | 2 months 30 days |
Maximum [Member] | ||
Volatility (annual) | 471.00% | 351.00% |
Risk-free rate | 1.38% | 1.01% |
Years to maturity | 3 months 29 days | 6 months |
Convertible Notes Payable - S26
Convertible Notes Payable - Schedule of Derivative Liability Measured with Unobservable Inputs (Details) | Aug. 31, 2017USD ($) |
Derivative liabilities | $ 259,823 |
Level 1 [Member] | |
Derivative liabilities | |
Level 2 [Member] | |
Derivative liabilities | |
Level 3 [Member] | |
Derivative liabilities | $ 259,823 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 6 Months Ended |
Aug. 31, 2017USD ($)shares | |
Number of shares issued for conversion | shares | 14,000,000 |
Number of shares issued for conversion, amount | $ | $ 70,000 |
Subsequent Event [Member] | |
Number of shares issued for conversion | shares | 797,459,899 |
Number of shares issued for conversion, amount | $ | $ 75,926 |