Document_and_Entity_Informatio
Document and Entity Information (USD $) | 6 Months Ended |
Aug. 31, 2014 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'MediJane Holdings Inc. |
Document Type | '10-Q |
Document Period End Date | 31-Aug-14 |
Amendment Flag | 'false |
Entity Central Index Key | '0001493212 |
Current Fiscal Year End Date | '--02-28 |
Entity Common Stock, Shares Outstanding | 89,410,300 |
Entity Public Float | $0 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'Yes |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2015 |
Document Fiscal Period Focus | 'Q2 |
MediJane_Holdings_Inc_Consolid
MediJane Holdings, Inc. - Consolidated Balance Sheets (USD $) | Aug. 31, 2014 | Feb. 28, 2014 |
Assets | ' | ' |
Cash | $81,945 | $6,104 |
Inventory | 17,338 | 0 |
Prepaid Inventory | 201,500 | 0 |
Current assets | 300,783 | 6,104 |
License Agreement, net of amortization | 13,000,000 | 0 |
Distribution Agreement, net of amortization | 172,000 | 0 |
Security deposit | 1,250 | 0 |
Total Assets | 13,474,033 | 6,104 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 169,137 | 10,016 |
Due to related party | 13,270 | 0 |
Promissory Note Payable | 100,000 | 0 |
Total current liabilities | 282,407 | 10,016 |
Secured Convertible Promissory Note Payable | 160,203 | 0 |
Asset retirement obligation | 0 | 420 |
Total Liabilities | 442,610 | 10,436 |
Stockholders' deficit: | ' | ' |
Common stock: Authorized: 1,000,000,000 common shares, par value of $0.001 per share; Issued and outstanding: 89,410,000 and 63,000,000, respectively | 89,410 | 63,000 |
Stock to be issued (230,300 shares and 0 shares respectively) | 172,725 | 0 |
Additional paid-in capital | 14,501,210 | 599,920 |
Accumulated deficit | -1,731,922 | -667,252 |
Total stockholders' equity (deficit) | 13,031,423 | -4,332 |
Total Liabilities and Stockholders' Deficit | $13,474,033 | $6,104 |
MediJane_Holdings_Inc_Consolid1
MediJane Holdings, Inc. - Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | |
Income Statement | ' | ' | ' | ' |
Revenues | $2,780 | $0 | $2,780 | $0 |
Cost of Sales | 1,550 | 0 | 1,550 | 0 |
Gross Profit | 1,230 | 0 | 1,230 | 0 |
Operating expenses | ' | ' | ' | ' |
Product development expense | 0 | 0 | 15,000 | 0 |
Sales and marketing expenses | 56,435 | 0 | 147,922 | 0 |
Operations expense | 81,205 | 0 | 100,237 | 0 |
General and administrative | 49,218 | 0 | 59,031 | 0 |
Professional fees | 89,937 | 0 | 171,729 | 0 |
Lease operating expenses | 7,500 | 0 | 15,000 | 0 |
Total operating expenses | 284,295 | 0 | 508,919 | 0 |
Loss before other expenses | -283,065 | 0 | -507,689 | 0 |
Other income (expense) | ' | ' | ' | ' |
Interest Expense | -3,290 | 0 | -3,290 | 0 |
Discount Amortization | -554,413 | 0 | -554,413 | 0 |
Gain (loss) on discontinued operations | 0 | 6,902 | 722 | -38,525 |
Total other expense | -557,703 | 6,902 | -556,981 | -38,525 |
Net loss | -840,768 | 6,902 | -1,064,670 | -38,525 |
Basic and diluted loss per common share: | ' | ' | ' | ' |
Income (loss) from continuing operations | -0.01 | 0 | -0.01 | 0 |
Income (loss) from discontinued operations | $0 | $0 | $0 | $0 |
Basic and diluted loss per common share | ($0.01) | $0 | ($0.01) | $0 |
Weighted average shares outstanding - basic and diluted | 80,510,978 | 78,000,000 | 71,803,333 | 78,000,000 |
MediJane_Holdings_Inc_Statemen
MediJane Holdings, Inc. - Statements of Cash Flows (USD $) | 6 Months Ended | |
Aug. 31, 2014 | Aug. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($1,064,670) | $0 |
Loss from discontinued operations | -722 | -38,535 |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Non-cash amortization of discount on convertible notes payable | 554,413 | 0 |
Non-cash interest expense on convertible notes payable | 3,290 | 0 |
Non-cash stock option compensation | 0 | 0 |
Debt issuance costs | 20,000 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 0 | 0 |
Inventory | -17,338 | 0 |
Prepaid expense and deposits | -202,750 | 0 |
Accounts payable and accruals | 159,121 | 0 |
Net changes in operating assets and liabilities - discontinued operations | 0 | 23,315 |
Net Cash provided by (used for) operating activities - current operations | -548,656 | 0 |
Net Cash provided by (used for) operating activities - discontinued operations | 302 | -15,220 |
Net Cash Flow from operating activities | -548,354 | -15,220 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Net Cash Used in Investing Activities - continuing operations | 0 | 0 |
Net Cash Used in Investing Activities - discontinued operations | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from notes payable | 135,000 | 0 |
Proceeds from Bridge financing | 100,000 | 0 |
Due to related parties | 13,270 | 0 |
Proceeds from issuance of common shares | 375,925 | 0 |
Net Cash Provided By Financing Activities - continuing operations | 624,195 | 0 |
Net Cash Provided By Financing Activities - discontinued operations | 0 | 15,015 |
Increase (Decrease) in Cash - continuing operations | 75,841 | 0 |
Increase (Decrease) in Cash - discontinued operations | 0 | -205 |
Cash - Beginning of Period - continuing operations | 6,104 | 0 |
Cash - Beginning of Period - discontinued operations | 0 | 1,704 |
Cash - End of Period - continuing operations | 81,945 | 0 |
Cash - End of Period - discontinued operations | 0 | 1,499 |
Supplemental disclosures | ' | ' |
Interest paid | 0 | 0 |
Income tax paid | 0 | 0 |
Non-cash issuance of stock for license agreement, related party | 13,000,000 | 0 |
Non-cash issuance of stock for distribution agreement | $172,000 | $0 |
Nature_of_Operations_and_Conti
Nature of Operations and Continuance of Business | 6 Months Ended |
Aug. 31, 2014 | |
Notes | ' |
Nature of Operations and Continuance of Business | ' |
1. Nature of Operations and Continuance of Business | |
The company was incorporated in the State of Nevada on April 21, 2009 under the name Mokita Exploration, Ltd. (the “Company”). On February 27, 2014, there was a change of control of the Company. On February 28, 2014, our board of directors and a majority of holders of the Company’s voting securities approved a change of name of the Company to MediJane Holdings Inc. A Certificate of Amendment to effect the change of name was filed and became effective with the Nevada Secretary of State on March 4, 2014. A Certificate of Correction was subsequently filed with the Nevada Secretary of State on March 6, 2014 to correct a spelling error in the Company’s new name. These amendments have been reviewed by FINRA and were approved for filing with an effective date of March 10, 2014. The name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on March 10, 2014 under our new ticker symbol "MJMD". | |
On February 27, 2014, after the change of control, the Company became a medical delivery systems company with a pharmaceutical approach to cannabinoid treatment of various illnesses. | |
Going Concern | |
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s total operating expenditure plan for the following twelve months will require significant cash resources to meet the goals of its business plan. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended |
Aug. 31, 2014 | |
Notes | ' |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies | |
Basis of Presentation - The accompanying unaudited condensed financial statements of Medijane Holdings Inc. have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended February 28, 2014 filed with the SEC on June 13, 2014 (“Annual Report”). In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the three and six month periods ended August 31, 2014 and 2013 presented are not necessarily indicative of the results to be expected for the full year. The February 28, 2014 balance sheet has been derived from our audited financial statements included in our Annual Report. | |
Use of Estimates - The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
A significant item that requires management's estimates and assumptions is the estimate of proved oil reserves which are used in the calculation of depletion, impairment of its properties and asset retirement obligations. Other items subject to estimates and assumptions include the carrying amount of property, plant and equipment, valuation allowances for income taxes, valuation of derivatives instruments and accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. | |
Cash and cash equivalents - The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. At August 31, 2014 and February 28, 2014, the Company did not hold any cash equivalents. | |
Basic and Diluted Net Loss per Share - The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. At August 31, 2014 and 2013, the Company had did not have potentially dilutive shares outstanding. | |
Financial Instruments - Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |
Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, amounts due to related parties, and convertible debenture. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |
Derivative Financial Instruments - The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. | |
The Company reviews the terms of the common stock, warrants and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | |
Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. The Company uses a Black-Scholes model for valuation of the derivative. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. | |
The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. | |
Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net cash settlement of the derivative instrument could be required within the 12 months of the balance sheet date. | |
Comprehensive Loss - ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at August 31, 2014 and 2013, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | |
Stock-based Compensation - The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505-50 - Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | |
We account for share-based payments granted to non-employees in accordance with ASC Topic 505, “Equity Based Payments to Non-Employees.” The Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. | |
The fair value of each share based payment is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year: | |
Risk-Free Interest Rate. We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. | |
Expected Volatility. We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock. | |
Dividend Yield. We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. | |
Expected Term. The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant. | |
Forfeitures. Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. | |
Revenue Recognition – The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin Topic 13 when persuasive evidence of an arrangement exists and delivery has occurred, provided the fee is fixed or determinable and collection is probable. The Company assesses whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a fee is based upon a variable such as acceptance by the customer, the Company accounts for the fee as not being fixed and determinable. In these cases, the Company defers revenue and recognizes it when it becomes due and payable. Up-front engagement fees are recorded as deferred revenue and amortized to | |
income on a straight-line basis over the term of the agreement, although the fee is due and payable at the time the agreement is signed or upon annual renewal. Payments related to substantive, performance-based milestones in an agreement are recognized as revenue upon the achievement of the milestones as specified in the underlying agreement when they represent the culmination of the earnings process. | |
The Company assesses the probability of collection based on a number of factors, including past transaction history with the customer and the current financial condition of the customer. If the Company determines that collection of a fee is not reasonably assured, revenue is deferred until the time collection becomes reasonably assured. Significant management judgment and estimates must be made and used in connection with the revenue recognized in any accounting period. Material differences may result in the amount and timing of our revenue for any period if our management made different judgments or utilized different estimates. | |
Shipping and Handling costs— shipping and handling costs are included in cost of sales in the Statements of Operations. | |
Recent Accounting Pronouncements - The recent accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | |
Reclassifications - Certain amounts in the prior period financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect on previously reported losses, total assets or stockholders equity. |
License_Agreement_Phoenix_Biop
License Agreement - Phoenix Biopharmaceuticals, Inc. | 6 Months Ended |
Aug. 31, 2014 | |
Notes | ' |
License Agreement - Phoenix Biopharmaceuticals, Inc. | ' |
3. License Agreement - Phoenix Bio Pharmaceuticals, Inc. | |
On March 14, 2014, the Company entered into a License Agreement with Phoenix Bio Pharmaceuticals Corporation (“Phoenix Bio Pharm”) where Phoenix Bio Pharm has granted exclusive rights to the Company for North America to exploit all presently owned and after-acquired intellectual property rights and know-how of Phoenix Bio Pharm for certain medical cannabinoid products and delivery systems for the treatment and management of illnesses. The term of the License Agreement is Ten (10) years. In consideration of the acquired license, the Company issued 26,000,000 shares of common stock to Phoenix Bio Pharm, valued at $13,000,000 based on a discounted cash flow model and the fair value of the assets acquired in the license agreement. The Company will amortize the cost of the License Agreement over the ten year life beginning when sales of licensed products commence. As of August 31, 2014, no amortization expense has been recorded related to this agreement. |
Distribution_Agreement_Go_Kush
Distribution Agreement - Go Kush, Inc. | 6 Months Ended |
Aug. 31, 2014 | |
Notes | ' |
Distribution Agreement - Go Kush, Inc. | ' |
4. Distribution Agreement – Go Kush, Inc. | |
On May 13, 2014, the Company entered into a distribution agreement with GoKush.com (www.gokush.com) that is part of a not-for-profit California Cooperative Corporation that is dedicated to providing safe and legal access to medical marijuana for patients throughout California. Pursuant to the Agreement, amongst other things, GoKush agreed to become the online ordering platform for the ordering and re-stock of the Company’s products in California for a ten (10) year term and the Company has issued GoKush 200,000 shares of the Company’s restricted common stock valued at $172,000. The Company will amortize the cost of the Distribution Agreement over the ten year life when on-line sales of product commence. As of August 31, 2014, no amortization expense has been recorded related to this agreement. |
Mediholdings_Inc
Mediholdings, Inc. | 6 Months Ended |
Aug. 31, 2014 | |
Notes | ' |
Mediholdings, Inc. | ' |
5. MediHoldings, Inc. | |
On March 17, 2014, MediHoldings, Inc. (“MediHoldings”), a Colorado corporation, was formed as a wholly-owned subsidiary of the Company. |
Medisales_ca_Inc
Medisales (ca), Inc. | 6 Months Ended |
Aug. 31, 2014 | |
Notes | ' |
Medisales (ca), Inc. | ' |
6. MediSales (CA), Inc. | |
On June 27, 2014, MediSales (CA), Inc. (“MediSales”), a California corporation, was formed as a wholly-owned subsidiary of the Company. |
Discontinued_Operations
Discontinued Operations | 6 Months Ended |
Aug. 31, 2014 | |
Notes | ' |
Discontinued Operations | ' |
7. Discontinued Operations | |
On March 1, 2014, the Company discontinued its prior operations as an oil and gas company and began its operations as a medical delivery systems company. The statements for the three and six months ended August 31, 2013, and inception to date have been adjusted to reflect the accounting treatment related to the discontinued operations. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Aug. 31, 2014 | |
Notes | ' |
Related Party Transactions | ' |
8. Related Party Transactions | |
Kronos International Investments Ltd. (“Kronos”) | |
Sublease Agreement: Effective March 1, 2014, the Company entered into a Sublease Agreement with Kronos International Investments, Ltd for a four (4) year term. The monthly sublease rent is $2,500 per month. During the six months ended August 31, 2014, the Company paid Kronos $15,000 in rent expense, and paid security deposit of $1,250. | |
Advisory Services: Effective March 1, 2014, the Company engaged Kronos to provide Advisory Services for a monthly retainer fee of $10,000 per month. The advisory services include and are not limited to accounting and corporate compliance, business development and strategic planning services, corporate advisory and operational oversight. Between March 1, 2014 and August 31, 2014, expenses related to the Advisory Services totaled $80,000. At August 31, 2014, the Company owes Kronos $7,250 accrued as related party expenses. | |
Phoenix Bio Pharmaceuticals, Inc. (“Phoenix Bio Pharm”) | |
License Agreement: On March 14, 2014, the Company entered into a License Agreement with Phoenix Bio Pharm where it has granted exclusive rights to the Company for North America to exploit all presently owned and after-acquired intellectual property rights and know-how of Phoenix Bio Pharm for certain medical cannabinoid products and delivery systems for the treatment and management of illnesses. The term of the License Agreement is Ten (10) years. In consideration of the acquired license, the Company issued 26,000,000 shares of common stock to Phoenix Bio Pharm, valued at $13,000,000 based on a discounted cash flow model and the fair value of the assets acquired in the license agreement. The Company will amortize the cost of the License Agreement over the ten year life beginning when sales of licensed products commence. As of August 31, 2014, no amortization expense has been recorded related to this agreement. | |
Inventory Procurement: Between March 1, 2014 and August 31, 2014, the Company has advanced Phoenix Bio Pharm $201,500 for the purchase of inventory. | |
Product Development - Between March 1, 2014 and August 31, 2014, the Company has recorded product development expenses paid to Phoenix Bio Pharm totaling $15,000. | |
Phoenix Pharms Capital Corporation (“Phoenix Pharms”) | |
Loan Funding: From time to time, Phoenix Pharms has loaned the Company short term loans to cover its working capital needs. Between March 1, 2014 and August 31, 2014, Phoenix Pharms advanced the Company $10,029. As of August 31, 2014, this loan was paid in full. | |
Expense pass-through: The Company and Phoenix Pharms share pro-rata in certain expenses for shared resources, typically for shared travel and consulting services. Between March 1, 2014 and August 31, 2014, Phoenix Pharms invoiced pass through expenses to the Company totaling $27,099. As of August 31, 2014, the Company owes Phoenix Pharms $6,020 accrued as related party expenses. |
Common_Stock
Common Stock | 6 Months Ended |
Aug. 31, 2014 | |
Notes | ' |
Common Stock | ' |
9. Common Stock | |
The Company has authorized 1,000,000,000 shares of its common stock, $0.001 par value. On August 31, 2014, there were 89,410,000 shares of common stock issued and outstanding and 230,300 shares of common stock reserved for issuance. Effective August 23, 2013, the Company filed a Certificate of Change with the Nevada Secretary of State to give effect to a forward split of our authorized, issued and outstanding shares of common stock on a 10 new for 1 old basis and, consequently, an increase to our authorized share capital from 100,000,000 to 1,000,000,000 common shares, with a par value of $0.001 per share. | |
On February 27, 2014, the Company issued 5,000,000 shares to its Chief Executive Officer, who agreed to retire the 5,000,000 common shares and return them to the unissued, authorized common shares of the Company in exchange for a stock option. | |
On March 13, 2014, the Company reserved for issuance 200,000 shares of its restricted common stock to GoKush, Inc. as described in Note 4. On July 1, 2014, these restricted shares were issued. | |
On March 14, 2014, the Company reserved for issuance 26,000,000 shares of its restricted common stock to Phoenix Bio Pharm as described in Note 3. On July 1, 2014, these restricted shares were issued. | |
During the six months ended August 31, 2014, the Company sold 440,300 shares of its restricted common stock to accredited investors for consideration for proceeds of $375,925. The shares are reserved for issuance, and will be issued in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended. |
Common_Stock_Options
Common Stock Options | 6 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Notes | ' | ||||||||
Common Stock Options | ' | ||||||||
10. Common Stock Options | |||||||||
2014 Stock Awards Plan: Effective June 4, 2014, the Board of Directors adopted the 2014 Stock Awards Plan (the “Plan”) under which the Company is authorized to grant employees, directors, and consultants (“Participant”) incentive and non-qualified stock options. Pursuant to the Plan, the Company is authorized to grant an aggregate of 10,000,000 stock options to purchase common stock of the Company. The stock option price and vesting terms are determined by the Board of Directors or Compensation Committee (the “Committee”), and evidenced by a stock option agreement extended to the Participant. The options granted generally terminate five years from the date of issuance. | |||||||||
Effective February 27, 2014, the Company’s former CEO and Director was granted incentive stock options to purchase 5,000,000 common shares of the Company at $0.34 per common share valued at $551,363. Immediately upon the grant of the option, options to purchase 2,500,000 common shares vested. The option to purchase the remaining 2,500,000 common shares shall vest in equal amounts over the next three years ending February 27, 2017. | |||||||||
The following table describes stock options outstanding and exercisable at August 31, 2014: | |||||||||
Options Outstanding and Exercisable | |||||||||
Options Outstanding | Options Exercisable | ||||||||
Range of Exercise Prices | Number | Price | Life | Number | Price | Life | |||
$0.34 | 5,000,000 | $0.34 | 5 | 2,500,000 | $0.34 | 5 | |||
5,000,000 | 2,500,000 | ||||||||
Convertible_Promissory_Note
Convertible Promissory Note | 6 Months Ended |
Aug. 31, 2014 | |
Notes | ' |
Convertible Promissory Note | ' |
11. Convertible Promissory Note | |
On June 24, 2014, the Company entered into a securities purchase agreement with Typenex Co-Investment, LLC, a Utah limited liability company. Under this agreement, the registrant has issued a secured convertible promissory note in the original principal amount of $1,105,000, deliverable in eleven tranches (the “Note”). On the closing date, Typenex delivered the initial cash purchase price of $150,000, plus any interest, costs, fees or charges accrued under the note, including the original issue discount of $20,000. | |
As of August 31, 2014, the company has received net proceeds of $135,000 related to this convertible promissory note, representing $150,000 less financing costs of $15,000. During the six months ended August 31, 2014 the Company has recorded interest expense of $(3,290), and amortization expense of $(554,413) related to the amortization of the original issue discount and the full-value of the warrant discussed below ($552,500). | |
Each subsequent tranche will be in the amount of $85,000, plus any interest, costs, fees or charges accrued thereon under the terms of the note, including the original issuer discount of $8,500. Each tranche will be accompanied by its own secured investor note (the “Investor Notes”). The Company has agreed to pay $5,000 to cover Typenex’s legal fees, accounting costs, due diligence, monitoring and other transaction costs in connection with the purchase and sale of the note. All loans received bear an interest rate of 10% per annum. The loan is due 23 months after the initial cash purchase price is delivered to the Company. Typenex has pledged a 40% membership interest in Typenex Medical, LLC to secure its obligations under all of the notes. | |
A warrant to purchase shares of the Company has been issued to Typenex as of June 24, 2014. This warrant grants Typenex the ability to purchase a number of fully paid and non-assessable shares of the Company’s stock, par value $0.001, equal to $552,500 divided by the market price. This warrant is issued pursuant to the terms of the securities purchase agreement as described above. | |
Provided there is an outstanding balance, the Company will pay an installment amount equal to $61,388.89 plus any accrued and unpaid interest on the installment due date, which is six months after the initial loan disbursement. This installment amount is the maximum that must be paid on any given installment due date, and is limited by the amounts owed. This amount can be converted at the lesser of either the lender conversion price or at 70% of the average of the three lowest closing bid prices in the 20 trading days immediately preceding the applicable conversion. Should the average trading price be less than $0.35 during any such period, then the conversion factor will be reduced to 65% for all future conversion. Should the Company decide to prepay this amount, there is a prepayment premium equal to 125% of the outstanding balance of the note. Should the prepayment premium not be paid within 2 days of the prepayment notice, the Company forfeits its right to prepay the note. | |
Under this agreement, Typenex has the right at any time after the purchase price date until the outstanding balance has been paid in full to convert any or all of the outstanding balance into shares of the Company’s common stock under the following formula: the number of shares issued equals the amount being converted divided by $1. These shares must be delivered to Typenex within three trading days of the conversion notice being given to the Company. Should any shares be sold to Typenex or any third party at a value that is less than the effective lender conversion price, then the lender conversion price will be reduced to equal such lower issuance price. The effective lender conversion price will also be adjusted as needed upon any forward or reverse split of the Company’s shares. Should the Company fail to deliver the shares in a timely manner, a late fee of the greater of $500 per day and 2% of the applicable lender conversion share value rounded to the nearest multiple of $100 will be assed for each day after the third that the Company is late (though not exceeding 200% of the applicable lender conversion share value. | |
In the event of a default, the note may be accelerated by Typenex by providing written notice to the Company. The outstanding balance is immediately due and payable at the greater of the outstanding balance divided by the installment conversion price, or the default effect, which is calculated by multiplying the conversion eligible outstanding balance by 15% for each major default or 5% for each minor default and then adding the resulting product to the outstanding balance as of the date of default. In addition, an interest rate of the lesser of 22% per annum (or the maximum rate permitted under law) will be applied to the outstanding balance. Typenex is prohibited from owning more than 4.99% of the Company’s outstanding shares, unless the market capitalization of the Company’s common stock is less than $10,000,000, in which case Typenex is prohibited from owning more than 9.99% of the Company’s outstanding shares. | |
On a date that is 23 trading days from each date that the Company delivers conversion shares to Typenex, there is a true-up date in which the Company will deliver additional shares if the installment conversion price on that date is less than the installment conversion price used in the applicable installment notice. These additional shares will be equal to the difference between the number of shares that would be delivered to Typenex at the time of the true-up date and the amount originally delivered. |
Promissory_Note
Promissory Note | 6 Months Ended |
Aug. 31, 2014 | |
Notes | ' |
Promissory Note | ' |
12. Promissory Note | |
On August 29, 2014, the company entered into a Promissory Note with YP Holdings, LLC for gross proceeds $100,000 as an advance towards the Securities Purchase Agreement dated September 17, 2014 described in Note 13 (the “YP Note”). The YP Note matures in 60-days and bears interest of 12% per annum. During the six months ended August 31, 2014, the Company recorded $18,000 in financing fees related to the YP Note. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Aug. 31, 2014 | |
Notes | ' |
Subsequent Events | ' |
13. Subsequent Events | |
Change in Management: On September 17, 2014, Ronald Lusk resigned from his positions as an officer of the Company. Mr. Lusk will remain as a director of the Company. | |
On September 17, 2014, the Company appointed Russell Stone, age 40 and the current Chief Operating Officer, as the Chief Executive Officer and as a director. Mr. Stone’s term of office for these positions will be for one year and will be up for renewal at the annual board of directors meeting. There are no arrangements or understandings between him and any other person pursuant to which he is selected as an officer. There are no family relationships between Mr. Stone and any other director or executive officer of the Company. Mr. Stone is a minority shareholder of Phoenix Pharms Capital Corporation, a principal shareholder of the Company. There have been no other transactions between Mr. Stone and any related person affiliated with the Company. | |
Securities Purchase Agreement: On September 17, 2014, the Company entered into a securities purchase agreement with YP Holdings, LLC. YP Holdings, LLC has no material relationship with the Company other than with respect to this agreement. | |
Under this agreement, the purchasers will be purchasing units of one common share and two warrants to purchase common shares for $0.09 per unit, for a total of $600,000. The common shares have a par value of $0.001 per share. The warrants are exercisable for five years from the date of issuance and shall have an initial exercise price equal to $0.20. As a result of this agreement, the Company will issue 6,666,667 common shares and 13,333,334 warrants to the purchasers. On August 29, 2014 and September 17, 2014, the Company received gross proceeds of $100,000 and $500,000, respectively and has recorded financing fees of $18,000 and $52,000, related to this agreement. | |
The warrants can be exercised by paying the price for shares as stipulated by the warrant, or through cashless exercise, through which the purchaser will be issued a number of shares equal to the number of warrant shares applied to the subject exercise multiplied by the current market price on the date of conversion minus the exercise price on that date. This total is then divided by the current market price on the date of conversion. The cashless exercise may only be exercised after six months have passed from the original issuance of the warrants. | |
The purchaser has waived the clause prohibiting conversion of warrants into common shares if that would result in the purchaser owning in excess of 4.99% of the outstanding shares. A second clause prohibits the conversion of warrants if the purchaser owns in excess of 9.99% of the outstanding common shares. This clause can be waived by the purchaser providing notice of waiver. | |
The Company has agreed to pay a flat $20,000 to YP Holdings, LLC to reimburse them for the fees and expenses incurred by it in connection with its due diligence review of the Company and the preparation, negotiation, executive, delivery and performance of the agreement. | |
The two parties also entered into a registration rights agreement. Under this agreement, the Company will prepare and file a registration statement on Form S-1 in order to register all shares issued under the securities purchase agreement. The Company will keep the registration statement continuously effective for a period of two years following the effective date of the registration statement. The Company will pay all reasonable fees and expenses incurred with respect to this agreement. Unless previously agreed to in writing, the Company may not register any shares other than those intended to be sold under this agreement. | |
Should the Company fail to comply with the registration rights agreement, the Company agrees to pay liquidated damages to YP Holdings, LLC equal to 3% of the purchase price of the common shares paid by the purchaser for the first 30 day period, and 2% of such purchase price for each subsequent 30 day period. These payments are payable upon demand in cash. | |
Pursuant to the registration rights agreement, the Company agreed to several lock-up agreements between itself and four shareholders of the Company: Phoenix Bio Pharmaceuticals Corporation, Ronald Lusk, Lewis Humer, and Caduceus Industries LLC. Under these agreements, each shareholder has agreed that they will not offer, pledge, sell, contract to sell, grant any options for sale or transfer, distribute or dispose of, directly or indirectly, any shares of the Company for a 90 day period following the date that the registration statement is declared effective. | |
Related Party Loan: On September 18, 2014, the Company advanced Phoenix Pharms $81,000 as a short term loan. The loan bears a simple interest rate of 8% and is due and payable on November 30, 2014. |
Nature_of_Operations_and_Conti1
Nature of Operations and Continuance of Business: Going Concern (Policies) | 6 Months Ended |
Aug. 31, 2014 | |
Policies | ' |
Going Concern | ' |
Going Concern | |
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s total operating expenditure plan for the following twelve months will require significant cash resources to meet the goals of its business plan. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 6 Months Ended |
Aug. 31, 2014 | |
Policies | ' |
Basis of Presentation | ' |
Basis of Presentation - The accompanying unaudited condensed financial statements of Medijane Holdings Inc. have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial statements, instructions to Form 10-Q, and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended February 28, 2014 filed with the SEC on June 13, 2014 (“Annual Report”). In management’s opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation to make our financial statements not misleading have been included. The results of operations for the three and six month periods ended August 31, 2014 and 2013 presented are not necessarily indicative of the results to be expected for the full year. The February 28, 2014 balance sheet has been derived from our audited financial statements included in our Annual Report. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies) | 6 Months Ended |
Aug. 31, 2014 | |
Policies | ' |
Use of Estimates, Policy | ' |
Use of Estimates - The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
A significant item that requires management's estimates and assumptions is the estimate of proved oil reserves which are used in the calculation of depletion, impairment of its properties and asset retirement obligations. Other items subject to estimates and assumptions include the carrying amount of property, plant and equipment, valuation allowances for income taxes, valuation of derivatives instruments and accrued liabilities, among others. Although management believes these estimates are reasonable, actual results could differ from these estimates. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies: Cash and cash equivalents (Policies) | 6 Months Ended |
Aug. 31, 2014 | |
Policies | ' |
Cash and cash equivalents | ' |
Cash and cash equivalents - The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. At August 31, 2014 and February 28, 2014, the Company did not hold any cash equivalents. |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies: Earnings Per Share, Policy (Policies) | 6 Months Ended |
Aug. 31, 2014 | |
Policies | ' |
Earnings Per Share, Policy | ' |
Basic and Diluted Net Loss per Share - The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. At August 31, 2014 and 2013, the Company had did not have potentially dilutive shares outstanding. |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies: Financial Instruments Disclosure (Policies) | 6 Months Ended |
Aug. 31, 2014 | |
Policies | ' |
Financial Instruments Disclosure | ' |
Financial Instruments - Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |
Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |
Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |
Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. | |
The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities, amounts due to related parties, and convertible debenture. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies: Derivative Financial Instruments (Policies) | 6 Months Ended |
Aug. 31, 2014 | |
Policies | ' |
Derivative Financial Instruments | ' |
Derivative Financial Instruments - The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. | |
The Company reviews the terms of the common stock, warrants and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | |
Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. The Company uses a Black-Scholes model for valuation of the derivative. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. | |
The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. | |
Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net cash settlement of the derivative instrument could be required within the 12 months of the balance sheet date. |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies: Comprehensive Income, Policy (Policies) | 6 Months Ended |
Aug. 31, 2014 | |
Policies | ' |
Comprehensive Income, Policy | ' |
Comprehensive Loss - ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at August 31, 2014 and 2013, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies: Share-based Compensation, Option and Incentive Plans Policy (Policies) | 6 Months Ended |
Aug. 31, 2014 | |
Policies | ' |
Share-based Compensation, Option and Incentive Plans Policy | ' |
Stock-based Compensation - The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505-50 - Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | |
We account for share-based payments granted to non-employees in accordance with ASC Topic 505, “Equity Based Payments to Non-Employees.” The Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. | |
The fair value of each share based payment is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year: | |
Risk-Free Interest Rate. We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. | |
Expected Volatility. We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock. | |
Dividend Yield. We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. | |
Expected Term. The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant. | |
Forfeitures. Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. | |
Revenue Recognition – The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin Topic 13 when persuasive evidence of an arrangement exists and delivery has occurred, provided the fee is fixed or determinable and collection is probable. The Company assesses whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a fee is based upon a variable such as acceptance by the customer, the Company accounts for the fee as not being fixed and determinable. In these cases, the Company defers revenue and recognizes it when it becomes due and payable. Up-front engagement fees are recorded as deferred revenue and amortized to | |
income on a straight-line basis over the term of the agreement, although the fee is due and payable at the time the agreement is signed or upon annual renewal. Payments related to substantive, performance-based milestones in an agreement are recognized as revenue upon the achievement of the milestones as specified in the underlying agreement when they represent the culmination of the earnings process. | |
The Company assesses the probability of collection based on a number of factors, including past transaction history with the customer and the current financial condition of the customer. If the Company determines that collection of a fee is not reasonably assured, revenue is deferred until the time collection becomes reasonably assured. Significant management judgment and estimates must be made and used in connection with the revenue recognized in any accounting period. Material differences may result in the amount and timing of our revenue for any period if our management made different judgments or utilized different estimates. |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies: Shipping and handling costs (Policies) | 6 Months Ended |
Aug. 31, 2014 | |
Policies | ' |
Shipping and handling costs | ' |
Shipping and Handling costs— shipping and handling costs are included in cost of sales in the Statements of Operations. |
Recovered_Sheet1
Summary of Significant Accounting Policies: New Accounting Pronouncements, Policy (Policies) | 6 Months Ended |
Aug. 31, 2014 | |
Policies | ' |
New Accounting Pronouncements, Policy | ' |
Recent Accounting Pronouncements - The recent accounting pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Recovered_Sheet2
Summary of Significant Accounting Policies: Reclassifications (Policies) | 6 Months Ended |
Aug. 31, 2014 | |
Policies | ' |
Reclassifications | ' |
Reclassifications - Certain amounts in the prior period financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect on previously reported losses, total assets or stockholders equity. |
Common_Stock_Options_Stock_Opt
Common Stock Options: Stock Options Outstanding and Exercisable At August 31, 2014 (Tables) | 6 Months Ended | ||||||||
Aug. 31, 2014 | |||||||||
Tables/Schedules | ' | ||||||||
Stock Options Outstanding and Exercisable At August 31, 2014 | ' | ||||||||
The following table describes stock options outstanding and exercisable at August 31, 2014: | |||||||||
Options Outstanding and Exercisable | |||||||||
Options Outstanding | Options Exercisable | ||||||||
Range of Exercise Prices | Number | Price | Life | Number | Price | Life | |||
$0.34 | 5,000,000 | $0.34 | 5 | 2,500,000 | $0.34 | 5 | |||
5,000,000 | 2,500,000 | ||||||||
License_Agreement_Phoenix_Biop1
License Agreement - Phoenix Biopharmaceuticals, Inc. (Details) (USD $) | 13-May-14 | Mar. 14, 2014 | Feb. 27, 2014 |
Details | ' | ' | ' |
Common Stock, Shares, Issued | 200,000 | 26,000,000 | 5,000,000 |
Common Stock, Value, Issued | $172,000 | $13,000,000 | ' |
Distribution_Agreement_Go_Kush1
Distribution Agreement - Go Kush, Inc. (Details) (USD $) | 13-May-14 | Mar. 14, 2014 | Feb. 27, 2014 |
Details | ' | ' | ' |
Common Stock, Shares, Issued | 200,000 | 26,000,000 | 5,000,000 |
Common Stock, Value, Issued | $172,000 | $13,000,000 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||||||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Sep. 18, 2014 | 13-May-14 | Mar. 14, 2014 | Feb. 28, 2014 | Feb. 27, 2014 | |
Details | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense | ' | ' | $15,000 | ' | ' | ' | ' | ' | ' |
Security deposit | 1,250 | ' | 1,250 | ' | ' | ' | ' | 0 | ' |
Advisory expenses | ' | ' | 80,000 | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Due from (to) Related Party, Current | 7,250 | ' | 7,250 | ' | 81,000 | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | ' | ' | ' | ' | 200,000 | 26,000,000 | ' | 5,000,000 |
Common Stock, Value, Issued | ' | ' | ' | ' | ' | 172,000 | 13,000,000 | ' | ' |
Advance for the purchase of inventory | ' | ' | 201,500 | ' | ' | ' | ' | ' | ' |
Product development expense | 0 | 0 | 15,000 | 0 | ' | ' | ' | ' | ' |
Advances received | ' | ' | 10,029 | ' | ' | ' | ' | ' | ' |
Pass through expenses | ' | ' | 27,099 | ' | ' | ' | ' | ' | ' |
Related party expenses owed to Phoenix Pharms | $6,020 | ' | $6,020 | ' | ' | ' | ' | ' | ' |
Common_Stock_Details
Common Stock (Details) (USD $) | 6 Months Ended | ||||
Aug. 31, 2014 | 13-May-14 | Mar. 14, 2014 | Mar. 13, 2014 | Feb. 27, 2014 | |
Details | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | 200,000 | 26,000,000 | ' | 5,000,000 |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | 26,000,000 | 200,000 | ' |
Stock Issued During Period, Shares, New Issues | 440,300 | ' | ' | ' | ' |
Proceeds from shares sold | $375,925 | ' | ' | ' | ' |
Common_Stock_Options_Details
Common Stock Options (Details) (USD $) | Feb. 27, 2014 |
Details | ' |
Incentive stock options to purchase common shares | 5,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $0.34 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $551,363 |
Convertible_Promissory_Note_De
Convertible Promissory Note (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2014 | Aug. 31, 2013 | Aug. 31, 2014 | Aug. 31, 2013 | Jun. 24, 2014 | |
Details | ' | ' | ' | ' | ' |
Secured convertible promissory note initial amount | ' | ' | ' | ' | $150,000 |
Net proceeds from convertible promissory note | 135,000 | ' | 135,000 | ' | ' |
Interest Expense | -3,290 | 0 | -3,290 | 0 | ' |
Discount Amortization | ($554,413) | $0 | ($554,413) | $0 | ' |
Promissory_Note_Details
Promissory Note (Details) (USD $) | 6 Months Ended |
Aug. 31, 2014 | |
Details | ' |
Financing fees | $18,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Sep. 18, 2014 | Sep. 17, 2014 | Aug. 31, 2014 | Aug. 29, 2014 |
Details | ' | ' | ' | ' |
Securities purchase agreement gross proceeds | ' | $500,000 | ' | $100,000 |
Financing fees paid | ' | 52,000 | ' | 18,000 |
Related Party Transaction, Due from (to) Related Party, Current | $81,000 | ' | $7,250 | ' |