Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Feb. 28, 2013 | 29-May-13 | Aug. 31, 2012 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K/A | ' | ' |
Amendment Flag | 'true | ' | ' |
Document Period End Date | 28-Feb-13 | ' | ' |
Entity Registrant Name | 'ON THE MOVE SYSTEMS CORP. | ' | ' |
Entity Central Index Key | '0001498148 | ' | ' |
Current Fiscal Year End Date | '--02-28 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 18,500,000 | ' |
Entity Public Float | ' | ' | $90,000 |
Entity Voluntary Filers | 'No | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Amendment Description | 'On the Move Systems Corp. (the "Company" or "we") is filing this Amendment No. 2 (the "Second Amendment") to our Annual Report on Form 10-K for the year ended February 28, 2013, filed on June 13, 2013, (the "Original Filing"), as amended by Amendment 1 to the Form 10-K filed on July 26, 2013 (the "First Amendment") to restate and amend our previously issued audited consolidated financial statements and related disclosures for the years ended February 28, 2013 and February 29, 2012 previously included in the Original Filing. Background to the Restatement On June 11, 2014, the Company determined that due to an error in accounting for our acquisition of Crawford Mobile Install ("CMI"), the Company's consolidated financial statements as of and for the years ended February 28, 2013 and February 29, 2012 should no longer be relied upon. The purpose of this restatement is to correct the accounting for our acquisition of Crawford Mobile Install ("CMI"). In the Original Filing, the acquisition of CMI was accounted for as an acquisition of a business. However, since John Crawford was our CEO at the time of the acquisition and also owned all of CMI, the acquisition should have been accounted for as a business acquired from an entity under common control according to ASC 805-50-30. We had originally recognized intangible assets and goodwill as a result of the acquisition of CMI. According to ASC 805-50-30, neither should have been recognized. As a result of the restatement, goodwill in the amount of $108,724 and intangible assets in the amount of $20,000 have be removed from assets. In addition, we recognized a loss on the acquisition of CMI in the amount of $128,724. Effects of Restatement As originally filed the Original Filing indicated that there were material weaknesses in our internal control over financial reporting and concluded that the Company did not maintain effective internal control over financial reporting as of February 28, 2013. Management has considered the effect of the restatement on our prior conclusions as to the effectiveness of our disclosure controls and procedures and internal control over financial reporting. Management has concluded there is no change in the conclusion that our disclosure controls and procedures and internal control over financial reporting for such periods were not effective as of February 28, 2013. This Second Amendment amends and restates Items 7 (Management's Discussion and Analysis of Financial Condition and Results of Operations) and 8 (Financial Statements and Supplementary Data) of Part II of the Original Filing, as necessary based on the restatement of our consolidated financial statements. Additionally, this Second Amendment replaces the interactive data files required by Item 601(b)(101) of Regulation S-K and Sections 405 and 406T of Regulation S-T, that were initially filed on the First Amendment. As required pursuant to the Securities and Exchange Act of 1934, as amended, the Second Amendment also includes updated certifications from the Company's Chief Executive Officer as Exhibits 31.1 and 32.1. Except as described above, this Second Amendment does not amend, update or change any other items or disclosures in the Original Filing and the First Amendment and does not purport to reflect any information or events subsequent to the filing thereof. Accordingly, this Second Amendment should be read in conjunction with the Original Filing and First Amendment. | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Feb. 28, 2013 | Feb. 29, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $18,718 | $18,690 |
Accounts receivable | 3,794 | 5,702 |
Inventory | 22,010 | 17,135 |
Total current assets | 44,522 | 41,527 |
Fixed assets, net of accumulated depreciation of $26,871 and $21,657 | 32,625 | 37,839 |
TOTAL ASSETS | 77,147 | 79,366 |
Current Liabilities: | ' | ' |
Accounts payable and accrued expenses | 107,200 | 28,071 |
Accounts payable and accrued expenses - related party | ' | 10,446 |
Current portion of notes payable and accrued interest payable | 273,462 | 288,115 |
Total Current Liabilities | 380,662 | 326,632 |
Convertible note payable | 313,792 | 32,600 |
Notes payable | 2,003 | 10,467 |
Note payable to related party | 65,395 | 79,196 |
TOTAL LIABILITIES | 761,852 | 448,895 |
Stockholders' Deficit: | ' | ' |
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | ' | ' |
Common stock: 100,000,000 authorized; $0.0001 par value 18,500,000 shares issued and outstanding | 1,850 | 1,850 |
Additional paid-in capital | 3,877,150 | 3,877,150 |
Accumulated deficit | -4,563,705 | -4,248,529 |
TOTAL STOCKHOLDERS' DEFICIT | -684,705 | -369,529 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $77,147 | $79,366 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Feb. 28, 2013 | Feb. 29, 2012 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ' | ' |
Fixed assets, accumulated depreciation | $26,871 | $21,657 |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares issued | 18,500,000 | 18,500,000 |
Common stock, shares outstanding | 18,500,000 | 18,500,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Feb. 28, 2013 | Feb. 29, 2012 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' |
REVENUE | $114,024 | $72,256 |
COST OF GOODS SOLD | 69,809 | 32,404 |
GROSS PROFIT | 44,215 | 39,852 |
Selling, general and administrative expense | 348,793 | 4,110,219 |
LOSS FROM OPERATIONS | -304,578 | -4,070,367 |
OTHER EXPENSE: | ' | ' |
Loss on acquisition of Crawford Mobile Install | ' | -128,724 |
Interest expense | -10,598 | -14,373 |
Net loss | ($315,176) | ($4,213,464) |
Net loss per share - basic and fully diluted | ($0.02) | ($0.28) |
Weighted average number of common shares outstanding- basic and fully diluted | 18,500,000 | 14,987,705 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Balance at Feb. 28, 2011 | $26,435 | $1,250 | $60,250 | ($35,065) |
Balance, shares at Feb. 28, 2011 | ' | 12,500,000 | ' | ' |
Stock issued for services | 3,750,000 | 150 | 3,749,850 | ' |
Stock issued for services, shares | ' | 1,500,000 | ' | ' |
Stock issued for conversion of debt | 67,500 | 450 | 67,050 | ' |
Stock issued for conversion of debt, shares | ' | 4,500,000 | ' | ' |
Net loss | -4,213,464 | ' | ' | -4,213,464 |
Balance at Feb. 29, 2012 | -369,529 | 1,850 | 3,877,150 | ' |
Balance, shares at Feb. 29, 2012 | 18,500,000 | 18,500,000 | ' | ' |
Net loss | -315,176 | ' | ' | -315,176 |
Balance at Feb. 28, 2013 | ($684,705) | $1,850 | $3,877,150 | ' |
Balance, shares at Feb. 28, 2013 | 18,500,000 | 18,500,000 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Feb. 28, 2013 | Feb. 29, 2012 | |
OPERATING ACTIVITIES: | ' | ' |
Net loss | ($315,176) | ($4,213,464) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 5,214 | 4,498 |
Stock-based compensation | ' | 3,750,000 |
Loss on acquisition of Crawford Mobile Install | ' | 128,724 |
Changes in operating assets and liabilities | ' | ' |
Accounts receivable | 1,908 | -3,660 |
Inventory | -4,875 | -16,685 |
Accounts payable and accrued liabilities | 68,683 | 31,170 |
Accrued interest payable | 10,598 | 14,373 |
Net cash used in operating activities | -233,648 | -305,044 |
INVESTING ACTIVITIES: | ' | ' |
Acquisition of Crawford Mobile, net of cash acquired | ' | -7,700 |
Purchases of fixed assets | ' | -23,290 |
Net cash used by investing activities | ' | -30,990 |
FINANCING ACTIVITIES: | ' | ' |
Proceeds from advances | 255,941 | 284,938 |
Proceeds from issuance of common stock | ' | ' |
Repayments of notes payable | -8,464 | -36,974 |
Repayments of notes payable to related parties | -13,801 | -22,000 |
Net cash provided by financing activities | 233,676 | 225,964 |
NET CHANGE IN CASH | 28 | -110,070 |
CASH, BEGINNING OF PERIOD | 18,690 | 128,760 |
CASH, END OF PERIOD | 18,718 | 18,690 |
Supplemental Disclosures of Cash Flow Information: | ' | ' |
Cash paid during the period for: Interest | ' | ' |
Cash paid during the period for: Taxes | ' | ' |
Noncash Investing and Financing Transactions: | ' | ' |
Acquisition of Crawford Mobile Installation for note payable | ' | $90,000 |
Background_Information
Background Information | 12 Months Ended | |||||||||
Feb. 28, 2013 | ||||||||||
Background Information [Abstract] | ' | |||||||||
Background Information | ' | |||||||||
1. Background Information | ||||||||||
On The Move Systems Corp., a Florida corporation ("we", "us", "our", "OMVS", or the "Company"), was formed to provide mobile electronic services to automobile, recreational vehicle and boat dealerships, government agencies as well as individual consumers. The Company installs its inventoried after market electronic products desired by the customer at their location. The Company was incorporated on March 25, 2010 with its corporate headquarters located in Tampa, Florida. | ||||||||||
On March 25, 2011, Crawford Mobile Installation Corp. ("CMIC"), a wholly owned subsidiary of the Company acquired all of the assets and assumed certain liabilities of Crawford Mobile Install ("CMI"). The assets of CMI included cash, inventory, a vehicle and installation equipment. On the date of the acquisition, a material relationship existed between the parties, because John Crawford was the sole officer and director of both the Company and CMIC as well as being the sole proprietor of CMI. The purchase price for the assets and liabilities of CMI was $100,000. | ||||||||||
Restatement | ||||||||||
On June 11, 2014, the Company determined that due to an error in accounting for our acquisition of Crawford Mobile Install ("CMI"), the Company's consolidated financial statements as of and for the years ended February 28, 2013 and February 29, 2012 should no longer be relied upon. The purpose of this restatement is to correct the accounting for our acquisition of Crawford Mobile Install ("CMI"). In the Original Filing, the acquisition of CMI was accounted for as an acquisition of a business. However, since John Crawford was our CEO at the time of the acquisition and also owned all of CMI, the acquisition should have been accounted for as a business acquired from an entity under common control according to ASC 805-50-30. We had originally recognized intangible assets and goodwill as a result of the acquisition of CMI. According to ASC 805-50-30, neither should have been recognized. As a result of the restatement, goodwill in the amount of $108,724 and intangible assets in the amount of $20,000 have be removed from assets. In addition, we recognized a loss on the acquisition of CMI in the amount of $128,724. | ||||||||||
The Company as a result restated the consolidated financial statements as of and for the years ended February 28, 2013 and February 29, 2012. | ||||||||||
On The Move Systems Corp. | ||||||||||
RESTATED CONSOLIDATED BALANCE SHEETS | ||||||||||
28-Feb-13 | ||||||||||
As originally | Adjustments | As Restated | ||||||||
reported | ||||||||||
ASSETS | ||||||||||
Total current assets | $ | 44,522 | $ | 44,522 | ||||||
Fixed assets, net of accumulated depreciation of $26,871 | 32,625 | 32,625 | ||||||||
Intangible assets, net of accumulated amortization of $7,667 | 12,333 | (12,333 | ) | -1 | - | |||||
Goodwill | 54,724 | (54,724 | ) | -1 | - | |||||
TOTAL ASSETS | $ | 144,204 | $ | 77,147 | ||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||
TOTAL LIABILITIES | 761,852 | 761,852 | ||||||||
Stockholders' Deficit: | ||||||||||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | - | - | ||||||||
Common stock: 100,000,000 authorized; $0.0001 par value 18,500,000 shares issued and outstanding | 1,850 | 1,850 | ||||||||
Additional paid-in capital | 3,877,150 | 3,877,150 | ||||||||
Accumulated deficit | (4,496,648 | ) | (67,057 | ) | -2 | (4,563,705 | ) | |||
TOTAL STOCKHOLDERS' DEFICIT | (617,648 | ) | (684,705 | ) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 144,204 | $ | 77,147 | ||||||
29-Feb-12 | ||||||||||
As originally | Adjustments | As Restated | ||||||||
reported | ||||||||||
ASSETS | ||||||||||
Total current assets | $ | 41,527 | $ | 41,527 | ||||||
Fixed assets, net of accumulated depreciation of $21,657 | 37,839 | 37,839 | ||||||||
Intangible assets, net of accumulated amortization of $3,667 | 16,333 | (16,333 | ) | -1 | - | |||||
Goodwill | 108,724 | (108,724 | ) | -1 | - | |||||
TOTAL ASSETS | $ | 204,423 | $ | 79,366 | ||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||
TOTAL LIABILITIES | 448,895 | 448,895 | ||||||||
Stockholders' Deficit: | ||||||||||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | - | - | - | |||||||
Common stock: 100,000,000 authorized; $0.0001 par value 18,500,000 shares issued and outstanding | 1,850 | - | 1,850 | |||||||
Additional paid-in capital | 3,877,150 | - | 3,877,150 | |||||||
Accumulated deficit | (4,123,472 | ) | (125,057 | ) | -3 | (4,248,529 | ) | |||
TOTAL STOCKHOLDERS' DEFICIT | (244,472 | ) | (369,529 | ) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 204,423 | $ | 79,366 | ||||||
On The Move Systems Corp. | ||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||
Year Ended February 28, 2013 | ||||||||||
As originally | Adjustments | As Restated | ||||||||
reported | ||||||||||
GROSS PROFIT | $ | 44,215 | 44,215 | |||||||
Selling, general and administrative expense | 352,793 | (4,000 | ) (4) | 348,793 | ||||||
LOSS FROM OPERATIONS | (308,578 | ) | (304,578 | ) | ||||||
OTHER EXPENSE: | ||||||||||
Impairment of goodwill | (54,000 | ) | 54,000 | (5) | - | |||||
Interest expense | (10,598 | ) | (10,598 | ) | ||||||
Net loss | $ | (373,176 | ) | $ | (315,176 | ) | ||||
Net loss per share - basic and fully diluted | $ | (0.02 | ) | $ | (0.02 | ) | ||||
Weighted average number of common shares outstanding- | 18,500,000 | 18,500,000 | ||||||||
basic and fully diluted | ||||||||||
Year Ended February 29, 2012 | ||||||||||
As originally | Adjustments | As Restated | ||||||||
reported | ||||||||||
GROSS PROFIT | $ | 39,852 | $ | 39,852 | ||||||
Selling, general and administrative expense | 4,113,886 | (3,667 | ) (4) | 4,110,219 | ||||||
LOSS FROM OPERATIONS | (4,074,034 | ) | (4,070,367 | ) | ||||||
OTHER EXPENSE: | ||||||||||
Loss on acquisition of Crawford Mobile Install | - | (128,724 | ) (4) | (128,724 | ) | |||||
Interest expense | (14,373 | ) | (14,373 | ) | ||||||
Net loss | $ | (4,088,407 | ) | $ | (4,213,464 | ) | ||||
Net loss per share - basic and fully diluted | $ | (0.27 | ) | $ | (0.28 | ) | ||||
Weighted average number of common shares outstanding- | 14,987,705 | 14,987,705 | ||||||||
basic and fully diluted | ||||||||||
Adjustments to consolidated financial statements: | ||||||||||
-1 | Remove intangible assets and goodwill from the consolidated balance sheets. | |||||||||
-2 | Loss on acquisition of CMI for the year ended February 29, 2012 in the amount of $128,724 offset by the reversal of the impairment of goodwill in the amount of $54,000 and amortization of intangibles of $7,667. | |||||||||
-3 | Loss on acquisition of CMI in the amount of $128,724 offset by the reversal of the amortization of intangibles of $3,667. | |||||||||
-4 | Reverse amortization of intangible assets. | |||||||||
-5 | Reverse impairment of goodwill | |||||||||
-6 | Recognize loss on acquisition of CMI. |
Going_Concern
Going Concern | 12 Months Ended |
Feb. 28, 2013 | |
Going Concern [Abstract] | ' |
Going Concern | ' |
2. Going Concern | |
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended February 28, 2013, the Company had a net loss of $315,176. The Company has not generated positive cash flow from operations since inception and does not expect to generate positive cash flow from operations during the coming year. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to achieve a level of profitability which would generate positive cash flow or from its ability to raise adequate capital either from sales of equity securities or the issuance of debt. The Company intends on financing its operations and its working capital needs largely through the issuance of debt. There is no assurance that the Company will be able to obtain adequate financing when needed or that such financing will be available on terms that are acceptable to the Company. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis_of_Presentation_and_Acco
Basis of Presentation and Accounting Policies | 12 Months Ended | ||
Feb. 28, 2013 | |||
Basis of Presentation and Accounting Policies [Abstract] | ' | ||
Basis of Presentation and Accounting Policies | ' | ||
3. Basis of Presentation and Accounting Policies | |||
BASIS OF PRESENTATION - The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States. See Note 2 regarding the assumption that the Company is a going concern. | |||
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the accounts On the Move Systems Corp. and our wholly-owned subsidiary, Crawford Mobile Installation Corp. All material intercompany accounts and transactions are eliminated in consolidation. The year end for the Company and its subsidiary is February 28. | |||
USE OF ESTIMATES - The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
CASH AND CASH EQUIVALENTS - All cash, other than cash held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. | |||
INVENTORY - Inventory represents purchased aftermarket electronic products and other items valued at the lower of cost or market with cost determined using the specific identification method, and with market defined as the lower of replacement cost or realizable value. | |||
FIXED ASSETS - Fixed assets of the Company include vehicles and are stated at cost. In accordance with ASC Topic 360, expenditures for fixed assets which substantially increase the useful lives of existing assets are capitalized at cost and depreciated. Routine expenditures for repairs and maintenance are expensed as incurred. | |||
Depreciation is provided principally on the straight-line method over the estimated useful lives of four years for financial reporting purposes. | |||
REVENUE AND COST RECOGNITION - The Company recognizes revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenue is recognized net of sales returns and allowances. | |||
ADVERTISING COSTS - The Company's policy regarding advertising is to expense advertising when incurred. | |||
RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research, development, and engineering of products are expensed as incurred. | |||
INCOME TAXES - Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||
The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes" (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. | |||
EARNINGS (LOSS) PER SHARE - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. The Company's convertible debt is considered anti-dilutive due to the Company's net loss for the year ended February 28, 2013 and February 29, 2012. As a result, the Company did not have any potentially dilutive common shares for those periods. | |||
FINANCIAL INSTRUMENTS - In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
· | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||
· | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
· | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | ||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company's notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. | |||
RECENT ACCOUNTING PRONOUNCEMENTS | |||
We have reviewed the FASB issued Accounting Standards Update, accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |
Inventory
Inventory | 12 Months Ended |
Feb. 28, 2013 | |
Inventory [Abstract] | ' |
Inventories | ' |
4. Inventory | |
The Company follows FASB ASC 330, "Inventory". Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories is determined using the weighted average cost method. Inventory is reduced for the estimated losses due to obsolescence. This reduction is determined for groups of products based on purchases in the recent past and/or expected future demand. Our inventory is made up of electronic components which we have acquired from wholesalers, retailers and manufacturers to install in customer vehicles. |
Acquisition_of_CMI_and_Goodwil
Acquisition of CMI and Goodwill | 12 Months Ended | ||||
Feb. 28, 2013 | |||||
Acquisition of CMI and Goodwill [Abstract] | ' | ||||
Acquisition of CMI and Goodwill | ' | ||||
5. Acquisition of CMI and Goodwill | |||||
On March 25, 2011, the Company purchased the assets and businesses of CMI, a sole proprietorship owned by the Company's sole officer and director, in execution of its business plan. The terms of the acquisition required a down payment of $10,000 payable at closing with a Promissory Note for $90,000, at 10% interest rate, payable in monthly installments of $2,500 with a balloon payment of the remaining principal and interest due February 1, 2014. | |||||
The acquisition of CMI was accounted for as an acquisition of a business acquired from an entity under common control according to ASC 805-50-30. CMI's results of operations and cash flows are included in the accompanying consolidated financial statements from the date of acquisition. | |||||
CMI's assets and liabilities were recorded at their book value prior to their acquisition by the Company. The following table summarizes the book values of the assets acquired and liabilities assumed at the date of acquisition: | |||||
Amount | |||||
Cash | $ | 2,300 | |||
Accounts receivable | 2,042 | ||||
Inventory | 450 | ||||
Fixed assets | 19,047 | ||||
Total assets acquired | 23,839 | ||||
Debt assumed (accounts and notes payable) | 52,563 | ||||
Net liabilities acquired | $ | (28,724 | ) | ||
Cash payment at closing | $ | 10,000 | |||
Note payable to John Crawford | 90,000 | ||||
Total purchase price | $ | 100,000 | |||
As a result of the acquisition, the Company recognized a loss on the acquisition of CMI in the amount of $128,724. |
Fixed_Assets
Fixed Assets | 12 Months Ended |
Feb. 28, 2013 | |
Fixed Assets [Abstract] | ' |
Fixed Assets | ' |
6. Fixed Assets | |
Fixed assets of the Company include vehicles and are stated at cost. Expenditures for fixed assets which substantially increase the useful lives of existing assets are capitalized at cost and depreciated. Routine expenditures for repairs and maintenance are expensed as incurred. | |
Depreciation is provided principally on the straight-line method over the estimated useful lives ranging of four years for financial reporting purposes. The Company recognized depreciation expense of $5,214 and $4,498 during the years ended February 28, 2013 and February 29, 2012. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Feb. 28, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
7. Related Party Transactions | |
The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts. | |
On March 25, 2011, CMIC, a wholly owned subsidiary of the Company, entered into an agreement to purchase all of the assets and the business of CMI for $100,000. CMI was a sole proprietorship owned and operated by John Crawford. John Crawford is also the sole officer-director of the Company and CMIC. The purchase price was paid with $10,000 in cash at closing and a note payable for the remaining $90,000. The note bears interest at 10% per year and is payable in monthly installments of $2,500 with a balloon payment of the remaining principal and interest due February 1, 2014. The balance of the note payable was $65,395 and $79,196 as of February 28, 2013 and February 29, 2012, respectively. | |
As of February 28, 2012, there were accrued liabilities in the amount of $10,446 owed to related parties. These amounts related primarily to accrued compensation which was paid during the year ended February 28, 2013. | |
The above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent parties. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Feb. 28, 2013 | ||||||||
Income Taxes [Abstract] | ' | |||||||
Income Taxes | ' | |||||||
8. Income Taxes | ||||||||
There are no current or deferred income tax expense or benefit for the fiscal years ended February 28, 2013 and February 29, 2012. | ||||||||
The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. | ||||||||
Year Ended | Year Ended | |||||||
28-Feb-13 | 29-Feb-12 | |||||||
Tax benefit at U.S. statutory rate | $ | 102,612 | $ | 1,144,800 | ||||
Non deductible stock based compensation | - | (1,050,000 | ) | |||||
Valuation allowance | (102,612 | ) | (94,800 | ) | ||||
Tax benefit | $ | - | $ | - | ||||
The Company did not have any temporary differences during the fiscal years ended February 28, 2013 or February 29, 2012. | ||||||||
The Company has not recognized an income tax benefit for the period based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the current period presented is offset by a valuation allowance (100%) established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. |
Notes_Payable
Notes Payable | 12 Months Ended |
Feb. 28, 2013 | |
Notes Payable [Abstract] | ' |
Notes Payable | ' |
9. Notes Payable | |
On February 28, 2011, the Company borrowed $100,100 through a convertible note, for the purpose of raising operating capital. Under the terms of the note, interest shall accrue at 7% per annum; and principal and accrued interest shall become due on February 27, 2013, unless extended by mutual consent of the parties. Unpaid principal and accrued interest are convertible into common stock of the company at $0.015 per share. | |
On November 3, 2011, the holder of the note elected to convert principal in the amount of $67,500 into 4,500,000 shares of common stock. As of February 28, 2012, the balance of the convertible note payable was $32,600. | |
On January 31, 2012, the Company signed a Convertible Promissory Note which refinanced non-interest bearing advances in the amount of $281,192 into a convertible note payable. The Convertible Promissory Note bears interest at 10% per annum and is payable along with accrued interest on February 28, 2015. The Convertible Promissory Note is convertible into common stock at the option of the holder at the rate of $0.01 per share. | |
The Company evaluated the terms of this note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined that the underlying common stock is indexed to the Company's common stock. The Company determined that the conversion feature did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the notes and was deemed to be greater than the market value of underlying common stock at the inception of the note. Therefore, the Company did not recognize a beneficial conversion feature. | |
During the year ended February 28, 2013, the Company received advances in the amount of $255,941 for working capital. These advances are non-interest bearing and payable on demand. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Feb. 28, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
10. Subsequent Events | |
Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure. |
Basis_of_Presentation_and_Acco1
Basis of Presentation and Accounting Policies (Policies) | 12 Months Ended | ||
Feb. 28, 2013 | |||
Basis of Presentation and Accounting Policies [Abstract] | ' | ||
BASIS OF PRESENTATION | ' | ||
BASIS OF PRESENTATION - The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States. See Note 2 regarding the assumption that the Company is a going concern. | |||
PRINCIPLES OF CONSOLIDATION | ' | ||
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the accounts On the Move Systems Corp. and our wholly-owned subsidiary, Crawford Mobile Installation Corp. All material intercompany accounts and transactions are eliminated in consolidation. The year end for the Company and its subsidiary is February 28. | |||
USE OF ESTIMATES | ' | ||
USE OF ESTIMATES - The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
CASH AND CASH EQUIVALENTS | ' | ||
CASH AND CASH EQUIVALENTS - All cash, other than cash held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. | |||
INVENTORY | ' | ||
INVENTORY - Inventory represents purchased aftermarket electronic products and other items valued at the lower of cost or market with cost determined using the specific identification method, and with market defined as the lower of replacement cost or realizable value. | |||
FIXED ASSETS | ' | ||
FIXED ASSETS - Fixed assets of the Company include vehicles and are stated at cost. In accordance with ASC Topic 360, expenditures for fixed assets which substantially increase the useful lives of existing assets are capitalized at cost and depreciated. Routine expenditures for repairs and maintenance are expensed as incurred. | |||
Depreciation is provided principally on the straight-line method over the estimated useful lives of four years for financial reporting purposes. | |||
REVENUE AND COST RECOGNITION | ' | ||
REVENUE AND COST RECOGNITION - The Company recognizes revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenue is recognized net of sales returns and allowances. | |||
ADVERTISING COSTS | ' | ||
ADVERTISING COSTS - The Company's policy regarding advertising is to expense advertising when incurred. | |||
RESEARCH AND DEVELOPMENT EXPENSES | ' | ||
RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research, development, and engineering of products are expensed as incurred. | |||
INCOME TAXES | ' | ||
INCOME TAXES - Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||
The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes" (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. | |||
EARNINGS (LOSS) PER SHARE | ' | ||
EARNINGS (LOSS) PER SHARE - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. The Company's convertible debt is considered anti-dilutive due to the Company's net loss for the year ended February 28, 2013 and February 29, 2012. As a result, the Company did not have any potentially dilutive common shares for those periods. | |||
FINANCIAL INSTRUMENTS | ' | ||
FINANCIAL INSTRUMENTS - In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 "Fair Value Measurements and Disclosures" (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
· | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||
· | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
· | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | ||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company's notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. | |||
RECENT ACCOUNTING PRONOUNCEMENTS | ' | ||
RECENT ACCOUNTING PRONOUNCEMENTS | |||
We have reviewed the FASB issued Accounting Standards Update, accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |
Background_Information_Tables
Background Information (Tables) | 12 Months Ended | |||||||||
Feb. 28, 2013 | ||||||||||
Background Information [Abstract] | ' | |||||||||
Schedule of Prior Period Adjustments | ' | |||||||||
The Company as a result restated the consolidated financial statements as of and for the years ended February 28, 2013 and February 29, 2012. | ||||||||||
On The Move Systems Corp. | ||||||||||
RESTATED CONSOLIDATED BALANCE SHEETS | ||||||||||
28-Feb-13 | ||||||||||
As originally | Adjustments | As Restated | ||||||||
reported | ||||||||||
ASSETS | ||||||||||
Total current assets | $ | 44,522 | $ | 44,522 | ||||||
Fixed assets, net of accumulated depreciation of $26,871 | 32,625 | 32,625 | ||||||||
Intangible assets, net of accumulated amortization of $7,667 | 12,333 | (12,333 | ) | -1 | - | |||||
Goodwill | 54,724 | (54,724 | ) | -1 | - | |||||
TOTAL ASSETS | $ | 144,204 | $ | 77,147 | ||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||
TOTAL LIABILITIES | 761,852 | 761,852 | ||||||||
Stockholders' Deficit: | ||||||||||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | - | - | ||||||||
Common stock: 100,000,000 authorized; $0.0001 par value 18,500,000 shares issued and outstanding | 1,850 | 1,850 | ||||||||
Additional paid-in capital | 3,877,150 | 3,877,150 | ||||||||
Accumulated deficit | (4,496,648 | ) | (67,057 | ) | -2 | (4,563,705 | ) | |||
TOTAL STOCKHOLDERS' DEFICIT | (617,648 | ) | (684,705 | ) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 144,204 | $ | 77,147 | ||||||
29-Feb-12 | ||||||||||
As originally | Adjustments | As Restated | ||||||||
reported | ||||||||||
ASSETS | ||||||||||
Total current assets | $ | 41,527 | $ | 41,527 | ||||||
Fixed assets, net of accumulated depreciation of $21,657 | 37,839 | 37,839 | ||||||||
Intangible assets, net of accumulated amortization of $3,667 | 16,333 | (16,333 | ) | -1 | - | |||||
Goodwill | 108,724 | (108,724 | ) | -1 | - | |||||
TOTAL ASSETS | $ | 204,423 | $ | 79,366 | ||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||
TOTAL LIABILITIES | 448,895 | 448,895 | ||||||||
Stockholders' Deficit: | ||||||||||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | - | - | - | |||||||
Common stock: 100,000,000 authorized; $0.0001 par value 18,500,000 shares issued and outstanding | 1,850 | - | 1,850 | |||||||
Additional paid-in capital | 3,877,150 | - | 3,877,150 | |||||||
Accumulated deficit | (4,123,472 | ) | (125,057 | ) | -3 | (4,248,529 | ) | |||
TOTAL STOCKHOLDERS' DEFICIT | (244,472 | ) | (369,529 | ) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 204,423 | $ | 79,366 | ||||||
On The Move Systems Corp. | ||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||
Year Ended February 28, 2013 | ||||||||||
As originally | Adjustments | As Restated | ||||||||
reported | ||||||||||
GROSS PROFIT | $ | 44,215 | 44,215 | |||||||
Selling, general and administrative expense | 352,793 | (4,000 | ) (4) | 348,793 | ||||||
LOSS FROM OPERATIONS | (308,578 | ) | (304,578 | ) | ||||||
OTHER EXPENSE: | ||||||||||
Impairment of goodwill | (54,000 | ) | 54,000 | (5) | - | |||||
Interest expense | (10,598 | ) | (10,598 | ) | ||||||
Net loss | $ | (373,176 | ) | $ | (315,176 | ) | ||||
Net loss per share - basic and fully diluted | $ | (0.02 | ) | $ | (0.02 | ) | ||||
Weighted average number of common shares outstanding- | 18,500,000 | 18,500,000 | ||||||||
basic and fully diluted | ||||||||||
Year Ended February 29, 2012 | ||||||||||
As originally | Adjustments | As Restated | ||||||||
reported | ||||||||||
GROSS PROFIT | $ | 39,852 | $ | 39,852 | ||||||
Selling, general and administrative expense | 4,113,886 | (3,667 | ) (4) | 4,110,219 | ||||||
LOSS FROM OPERATIONS | (4,074,034 | ) | (4,070,367 | ) | ||||||
OTHER EXPENSE: | ||||||||||
Loss on acquisition of Crawford Mobile Install | - | (128,724 | ) (4) | (128,724 | ) | |||||
Interest expense | (14,373 | ) | (14,373 | ) | ||||||
Net loss | $ | (4,088,407 | ) | $ | (4,213,464 | ) | ||||
Net loss per share - basic and fully diluted | $ | (0.27 | ) | $ | (0.28 | ) | ||||
Weighted average number of common shares outstanding- | 14,987,705 | 14,987,705 | ||||||||
basic and fully diluted | ||||||||||
Adjustments to consolidated financial statements: | ||||||||||
-1 | Remove intangible assets and goodwill from the consolidated balance sheets. | |||||||||
-2 | Loss on acquisition of CMI for the year ended February 29, 2012 in the amount of $128,724 offset by the reversal of the impairment of goodwill in the amount of $54,000 and amortization of intangibles of $7,667. | |||||||||
-3 | Loss on acquisition of CMI in the amount of $128,724 offset by the reversal of the amortization of intangibles of $3,667. | |||||||||
-4 | Reverse amortization of intangible assets. | |||||||||
-5 | Reverse impairment of goodwill | |||||||||
-6 | Recognize loss on acquisition of CMI. |
Acquisition_of_CMI_and_Goodwil1
Acquisition of CMI and Goodwill (Tables) | 12 Months Ended | ||||
Feb. 28, 2013 | |||||
Acquisition of CMI and Goodwill [Abstract] | ' | ||||
Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed | ' | ||||
The following table summarizes the book values of the assets acquired and liabilities assumed at the date of acquisition: | |||||
Amount | |||||
Cash | $ | 2,300 | |||
Accounts receivable | 2,042 | ||||
Inventory | 450 | ||||
Fixed assets | 19,047 | ||||
Total assets acquired | 23,839 | ||||
Debt assumed (accounts and notes payable) | 52,563 | ||||
Net liabilities acquired | $ | (28,724 | ) | ||
Cash payment at closing | $ | 10,000 | |||
Note payable to John Crawford | 90,000 | ||||
Total purchase price | $ | 100,000 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Feb. 28, 2013 | ||||||||
Income Taxes [Abstract] | ' | |||||||
Schedule of Income Tax Benefit | ' | |||||||
The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. | ||||||||
Year Ended | Year Ended | |||||||
28-Feb-13 | 29-Feb-12 | |||||||
Tax benefit at U.S. statutory rate | $ | 102,612 | $ | 1,144,800 | ||||
Non deductible stock based compensation | - | (1,050,000 | ) | |||||
Valuation allowance | (102,612 | ) | (94,800 | ) | ||||
Tax benefit | $ | - | $ | - |
Background_Information_Details
Background Information (Details) (USD $) | 12 Months Ended | |||
Feb. 28, 2013 | Feb. 29, 2012 | Feb. 29, 2012 | Mar. 25, 2011 | |
Crawford Mobile Install ("CMI") [Member] | Crawford Mobile Install ("CMI") [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Purchase price | ' | ' | ' | $100,000 |
Loss on acquisition of Crawford Mobile Install | ' | 128,724 | ' | ' |
Goodwill | ' | ' | 108,724 | ' |
Intangible assets | ' | ' | $20,000 | ' |
Background_Information_Restate
Background Information (Restated Consolidated Balance Sheets) (Details) (USD $) | Feb. 28, 2013 | Feb. 29, 2012 | Feb. 28, 2011 | ||
ASSETS | ' | ' | ' | ||
Total current assets | $44,522 | $41,527 | ' | ||
Fixed assets, net of accumulated depreciation of $26,871 and $21,657 | 32,625 | 37,839 | ' | ||
Intangible asset - customer list, net of accumulated amortization of $7,667 and $3,667 | ' | ' | ' | ||
Goodwill | ' | ' | ' | ||
TOTAL ASSETS | 77,147 | 79,366 | ' | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ' | ' | ' | ||
TOTAL LIABILITIES | 761,852 | 448,895 | ' | ||
Stockholders' Deficit: | ' | ' | ' | ||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | ' | ' | ' | ||
Common stock: 100,000,000 authorized; $0.0001 par value 18,500,000 shares issued and outstanding | 1,850 | 1,850 | ' | ||
Additional paid-in capital | 3,877,150 | 3,877,150 | ' | ||
Accumulated deficit | -4,563,705 | -4,248,529 | ' | ||
TOTAL STOCKHOLDERS' DEFICIT | -684,705 | -369,529 | 26,435 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 77,147 | 79,366 | ' | ||
As originally reported [Member] | ' | ' | ' | ||
ASSETS | ' | ' | ' | ||
Total current assets | 44,522 | 41,527 | ' | ||
Fixed assets, net of accumulated depreciation of $26,871 and $21,657 | 32,625 | 37,839 | ' | ||
Intangible asset - customer list, net of accumulated amortization of $7,667 and $3,667 | 12,333 | 16,333 | ' | ||
Goodwill | 54,724 | 108,724 | ' | ||
TOTAL ASSETS | 144,204 | 204,423 | ' | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ' | ' | ' | ||
TOTAL LIABILITIES | 761,852 | 448,895 | ' | ||
Stockholders' Deficit: | ' | ' | ' | ||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | ' | ' | ' | ||
Common stock: 100,000,000 authorized; $0.0001 par value 18,500,000 shares issued and outstanding | 1,850 | 1,850 | ' | ||
Additional paid-in capital | 3,877,150 | 3,877,150 | ' | ||
Accumulated deficit | -4,496,648 | -4,123,472 | ' | ||
TOTAL STOCKHOLDERS' DEFICIT | -617,648 | -244,472 | ' | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 144,204 | 204,423 | ' | ||
Adjustments [Member] | ' | ' | ' | ||
ASSETS | ' | ' | ' | ||
Intangible asset - customer list, net of accumulated amortization of $7,667 and $3,667 | -12,333 | [1] | -16,333 | [1] | ' |
Goodwill | -54,724 | [1] | -108,724 | [1] | ' |
Stockholders' Deficit: | ' | ' | ' | ||
Accumulated deficit | ($67,057) | [2] | ($125,057) | [3] | ' |
[1] | Remove intangible assets and goodwill from the consolidated balance sheets. | ||||
[2] | Loss on acquisition of CMI for the year ended February 29, 2012 in the amount of $128,724 offset by the reversal of the impairment of goodwill in the amount of $54,000 and amortization of intangibles of $7,667. | ||||
[3] | Loss on acquisition of CMI in the amount of $128,724 offset by the reversal of the amortization of intangibles of $3,667. |
Background_Information_Restate1
Background Information (Restated Consolidated Balance Sheets Parenthetical) (Details) (USD $) | Feb. 28, 2013 | Feb. 29, 2012 |
Background Information [Abstract] | ' | ' |
Fixed assets, accumulated depreciation | $26,871 | $21,657 |
Intangible assets, accumulated amortization | $7,667 | $3,667 |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 18,500,000 | 18,500,000 |
Common stock, shares outstanding | 18,500,000 | 18,500,000 |
Background_Information_Restate2
Background Information (Restated Consolidated Statements of Operations) (Details) (USD $) | 12 Months Ended | |||
Feb. 28, 2013 | Feb. 29, 2012 | |||
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ||
GROSS PROFIT | $44,215 | $39,852 | ||
Selling, general and administrative expense | 348,793 | 4,110,219 | ||
LOSS FROM OPERATIONS | -304,578 | -4,070,367 | ||
OTHER EXPENSE: | ' | ' | ||
Loss on acquisition of Crawford Mobile Install | ' | -128,724 | ||
Interest expense | -10,598 | -14,373 | ||
Net loss | -315,176 | -4,213,464 | ||
Net loss per share - basic and fully diluted | ($0.02) | ($0.28) | ||
Weighted average number of common shares outstanding- basic and fully diluted | 18,500,000 | 14,987,705 | ||
As originally reported [Member] | ' | ' | ||
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ||
GROSS PROFIT | 44,215 | 39,852 | ||
Selling, general and administrative expense | 352,793 | 4,113,886 | ||
LOSS FROM OPERATIONS | -308,578 | -4,074,034 | ||
OTHER EXPENSE: | ' | ' | ||
Impairment of goodwill | -54,000 | ' | ||
Loss on acquisition of Crawford Mobile Install | ' | ' | ||
Interest expense | -10,598 | -14,373 | ||
Net loss | -373,176 | -4,088,407 | ||
Net loss per share - basic and fully diluted | ($0.02) | ($0.27) | ||
Weighted average number of common shares outstanding- basic and fully diluted | 18,500,000 | 14,987,705 | ||
Adjustments [Member] | ' | ' | ||
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ||
Selling, general and administrative expense | -4,000 | [1] | -3,667 | [1] |
OTHER EXPENSE: | ' | ' | ||
Impairment of goodwill | 54,000 | [2] | ' | |
Loss on acquisition of Crawford Mobile Install | ' | ($128,724) | [3] | |
[1] | Reverse amortization of intangible assets. | |||
[2] | Reverse impairment of goodwill | |||
[3] | Recognize loss on acquisition of CMI. |
Going_Concern_Details
Going Concern (Details) (USD $) | 12 Months Ended | |
Feb. 28, 2013 | Feb. 29, 2012 | |
Going Concern [Abstract] | ' | ' |
Net loss | $315,176 | $4,213,464 |
Basis_of_Presentation_and_Acco2
Basis of Presentation and Accounting Policies (Details) | 12 Months Ended | |
Feb. 28, 2013 | Feb. 29, 2012 | |
Basis of Presentation and Accounting Policies [Abstract] | ' | ' |
Potentially dilutive common shares | ' | ' |
Acquisition_of_CMI_and_Goodwil2
Acquisition of CMI and Goodwill (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | |
Feb. 28, 2013 | Feb. 29, 2012 | Mar. 25, 2011 | |
Crawford Mobile Install ("CMI") [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' |
Cash payment at closing | ' | ' | $10,000 |
Note payable to John Crawford | ' | ' | 90,000 |
Interest annual rate | ' | ' | 10.00% |
Monthly installments | ' | ' | 2,500 |
Maturity date | ' | ' | 1-Feb-14 |
Loss on acquisition of Crawford Mobile Install | ' | $128,724 | ' |
Acquisition_of_CMI_and_Goodwil3
Acquisition of CMI and Goodwill (Schedule of Assets Acquired and Liabilities Assumed) (Details) (Crawford Mobile Install ("CMI") [Member], USD $) | Mar. 25, 2011 |
Crawford Mobile Install ("CMI") [Member] | ' |
Business Acquisition [Line Items] | ' |
Cash | $2,300 |
Accounts receivable | 2,042 |
Inventory | 450 |
Fixed assets | 19,047 |
Total assets acquired | 23,839 |
Debt assumed (accounts and notes payable) | 52,563 |
Net assets acquired | -28,724 |
Cash payment at closing | 10,000 |
Note payable to John Crawford | 90,000 |
Total purchase price | $100,000 |
Fixed_Assets_Details
Fixed Assets (Details) (USD $) | 12 Months Ended | |
Feb. 28, 2013 | Feb. 29, 2012 | |
Fixed Assets [Abstract] | ' | ' |
Depreciation expense | $5,214 | $4,498 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Feb. 28, 2013 | Feb. 29, 2012 | Mar. 25, 2011 |
Crawford Mobile Install ("CMI") [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' |
Purchase price | ' | ' | $100,000 |
Cash payment at closing | ' | ' | 10,000 |
Note payable to John Crawford | ' | ' | 90,000 |
Interest annual rate | ' | ' | 10.00% |
Monthly installments | ' | ' | 2,500 |
Maturity date | ' | ' | 1-Feb-14 |
Note payable to related party | 65,395 | 79,196 | ' |
Accrued liabilities owed to related parties | ' | $10,446 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Feb. 28, 2013 | Feb. 29, 2012 | |
Income Taxes [Abstract] | ' | ' |
Tax benefit at U.S. statutory rate | $102,612 | $1,144,800 |
Non deductible stock based compensation | ' | -1,050,000 |
Valuation allowance | -102,612 | -94,800 |
Tax benefit | ' | ' |
Valuation allowance | 100.00% | ' |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 12 Months Ended | 1 Months Ended | 1 Months Ended | |||
Feb. 28, 2013 | Feb. 29, 2012 | Nov. 03, 2011 | Feb. 28, 2011 | Feb. 29, 2012 | Jan. 31, 2012 | |
February 28, 2011 Convertible Note [Member] | February 28, 2011 Convertible Note [Member] | February 28, 2011 Convertible Note [Member] | January 31, 2012 Convertible Promissory Note [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Issuance date | ' | ' | ' | 8-Feb-11 | ' | 31-Jan-12 |
Convertible note payable | ' | ' | ' | $100,100 | ' | $281,192 |
Interest annual rate | ' | ' | ' | 7.00% | ' | 10.00% |
Maturity date | ' | ' | ' | 27-Feb-13 | ' | 28-Feb-15 |
Debt convertible into common stock, price per share | ' | ' | ' | $0.02 | ' | $0.01 |
Amount of note converted into shares of common stock | ' | 67,500 | 67,500 | ' | ' | ' |
Stock issued for conversion of debt, shares | ' | ' | 4,500,000 | ' | ' | ' |
Convertible note payable | 313,792 | 32,600 | ' | ' | 32,600 | ' |
Advances for working capital | $255,941 | $284,938 | ' | ' | ' | ' |