Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2015 | Jan. 07, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | ON THE MOVE SYSTEMS CORP. | |
Entity Central Index Key | 1,498,148 | |
Document Type | 10-Q | |
Trading Symbol | OMVS | |
Document Period End Date | Nov. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 4,595,960 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Nov. 30, 2015 | Feb. 28, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,593 | $ 2,679 |
Accounts receivable, net of allowance for bad debt of $0 and $0, respectively | 6,750 | 5,250 |
Total current assets | 8,343 | 7,929 |
Fixed assets net of accumulated depreciation of $25,699 and $11,874, respectively | 66,305 | 80,130 |
TOTAL ASSETS | 74,648 | 88,059 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 285,171 | $ 307,842 |
Advances payable | 1,594 | |
Current portion of convertible notes payable, net of unamortized discount of $401,147 and $380,949, respectively | 872,840 | $ 448,599 |
Current portion of capital lease obligation | 6,074 | 5,645 |
Current portion of accrued interest payable | 238,288 | 124,379 |
Total current liabilities | 1,403,967 | 886,465 |
Convertible notes payable, net of unamortized discount of $477,618 and $500,339, respectively | $ 12,542 | 22,620 |
Convertible note payable to related party | 164,190 | |
Accrued interest payable | $ 10,336 | 20,200 |
Capital lease obligation | 17,465 | 22,080 |
TOTAL LIABILITIES | 1,444,310 | 1,115,555 |
STOCKHOLDERS' DEFICIT | ||
Common Stock, $0.001 par value; 480,000,000 shares authorized; 4,214,960 and 75,360 shares issued and outstanding at November 30, 2015 and February 28, 2015, respectively | 4,215 | 75 |
Series E Preferred Stock, $0.001 par value; 20,000,000 shares authorized; 1,000,000 and 1,000,000 shares issued and outstanding at November 30, 2015 and February 28, 2015, respectively | 1,000 | 1,000 |
Additional paid-in capital | 5,966,896 | 5,351,237 |
Accumulated deficit | (7,341,773) | (6,379,808) |
Total stockholders' deficit | (1,369,662) | (1,027,496) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 74,648 | $ 88,059 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Nov. 30, 2015 | Feb. 28, 2015 |
Accounts receivable, allowance for bad debt | $ 0 | $ 0 |
Fixed assets, accumulated depreciation | 25,699 | 11,874 |
Current convertible notes payable, unamortized discount | (401,147) | (380,949) |
Convertible notes payable, unamortized discount | $ (477,618) | $ (500,339) |
Common Stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Common Stock, authorized | 480,000,000 | 480,000,000 |
Common Stock, issued | 4,214,960 | 75,360 |
Common Stock, outstanding | 4,214,960 | 75,360 |
Series E Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Preferred Stock, authorized | 20,000,000 | 20,000,000 |
Preferred Stock, issued | 1,000,000 | 1,000,000 |
Preferred Stock, outstanding | 1,000,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Income Statement [Abstract] | ||||
REVENUE | $ 2,250 | $ 2,250 | $ 6,750 | $ 4,500 |
OPERATING EXPENSES | ||||
Expenses related to joint ventures and other business development agreements | 12,000 | 63,178 | ||
General and administrative expenses | $ 153,372 | 113,853 | $ 419,765 | 448,582 |
Operating Loss | (151,122) | (123,603) | (413,015) | (507,260) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (217,252) | (104,430) | (548,950) | (229,402) |
Income from Continuing Operations | $ (368,374) | $ (228,033) | $ (961,965) | (736,662) |
Loss from discontinued operations | (21,909) | |||
NET LOSS | $ (368,374) | $ (228,033) | $ (961,965) | $ (758,571) |
NET LOSS PER COMMON SHARE - Basic and diluted | ||||
Continuing operations (in dollars per share) | $ (0.10) | $ (3.53) | $ (0.41) | $ (12.84) |
Discontinued operations (in dollars per share) | 0 | 0 | (0.38) | |
Net loss per common share (in dollars per share) | $ (0.10) | $ (3.53) | $ (0.41) | $ (13.22) |
COMMON SHARES OUTSTANDING - Basic and diluted (in shares) | 3,872,587 | 64,569 | 2,319,673 | 57,369 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - 9 months ended Nov. 30, 2015 - USD ($) | Common Stock [Member] | Series E Preferred Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Beginning at Feb. 28, 2015 | $ 75 | $ 1,000 | $ 5,351,237 | $ (6,379,808) | $ (1,027,496) |
Balance at Beginning (in shares) at Feb. 28, 2015 | 75,360 | 1,000,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued for conversion of notes payable | $ 4,140 | $ 188,856 | $ 192,996 | ||
Shares issued for conversion of notes payable (in shares) | 4,139,367 | ||||
Beneficial conversion discount on issuance of convertible note payable | $ 426,803 | $ 426,803 | |||
Share rounding on reincorporation | 233 | ||||
Net loss | $ (961,965) | $ (961,965) | |||
Balance at Ending at Nov. 30, 2015 | $ 4,215 | $ 1,000 | $ 5,966,896 | $ (7,341,773) | $ (1,369,662) |
Balance at Ending (in shares) at Nov. 30, 2015 | 4,214,960 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (961,965) | $ (758,571) |
Add: loss from discontinued operations | (21,909) | |
Loss from continuing operations | $ (961,965) | (736,662) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of discount on convertible note payable | 429,326 | 145,463 |
Depreciation | $ 13,825 | 7,336 |
Preferred stock issued for services | 100,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable and accrued revenue | $ (1,500) | (3,000) |
Accounts payable and accrued liabilities | (22,671) | 123,770 |
Accrued interest payable | $ 117,688 | 82,138 |
Operating assets and liabilities of discontinued operations | (25,405) | |
NET CASH USED IN OPERATING ACTIVITIES | $ (425,297) | (306,360) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (30,000) | |
NET CASH USED IN INVESTING ACTIVITIES | (30,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from advances | $ 428,397 | 329,565 |
Repayments of capital lease obligation | $ (4,186) | (2,960) |
Cash used in financing of discontinued operations | (7,098) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | $ 424,211 | 319,507 |
NET INCREASE (DECREASE) IN CASH | (1,086) | (16,853) |
CASH, at the beginning of the period | 2,679 | 30,183 |
CASH, at the end of the period | 1,593 | 13,330 |
Cash paid during the period for: | ||
Interest | $ 1,934 | $ 1,794 |
Taxes | ||
Noncash investing and financing transaction: | ||
Refinancing of advances into convertible notes payable | $ 426,803 | $ 459,602 |
Beneficial conversion discount on convertible note payable | 426,803 | 459,602 |
Conversion of convertible notes payable and accrued interest payable into common stock | $ 192,996 | 95,800 |
Automobile acquired under capital lease | 32,004 | |
Equipment acquired with accounts payable | $ 30,000 |
General Organization and Busine
General Organization and Business | 9 Months Ended |
Nov. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | Note 1. General Organization and Business On the Move Systems Corp. (we, us, our, OMVS, or the Company) was incorporated in Nevada on March 25, 2010. We reincorporated into Nevada on February 17, 2015. Our business focus is transportation services. We are currently exploring the on-demand logistics market by developing a network of logistics partnerships. Our year-end is February 28. The company is located at 701 North Green Valley Parkway, Suite 200, Henderson, Nevada 89074. Our telephone number is 702-990-3271. Our business focus is transportation-related technology services. We are currently exploring the online, on-demand logistics market by developing a shared economy network of trucking partnerships. We are in the process of building a shared economy app designed to put independent drivers and brokers together for more efficient pricing and booking, optimized operations and quick delivery turnarounds. We have signed a letter of intent with a Houston-area software design firm regarding development of such a platform. This app, when released, will revolutionize the trucking industry by connecting national and local carriers, enabling each to maximize revenues and reduce costs. Joint Ventures On February 11, 2014, the Company signed a joint venture agreement with The Xperience to offer fantasy travel packages beginning with auto racing events. OMVS has committed to fund up to $30,000 of the cash flow requirements of the joint venture at its discretion and to assist with creating the travel packages. OMVS will be allocated 40 percent of the earnings (losses) from this joint venture. During the nine months ended November 30, 2015, we have provided no additional funding to this joint venture. In June 2014, the Xperience joint venture began generating revenue by selling advertising space on its racecar. |
Going Concern
Going Concern | 9 Months Ended |
Nov. 30, 2015 | |
Accounting Policies [Abstract] | |
Going Concern | Note 2. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the nine months ended November 30, 2015, the Company had a net loss of $961,965 and negative cash flow from operating activities of $425,297. As of November 30, 2015, the Company had negative working capital of $1,395,624. Management does not anticipate having positive cash flow from operations in the near future. These factors raise a substantial doubt about the Companys ability to continue as a going concern. We will need to obtain loans or other financing in order to fund operating shortfalls and do not foresee a change in this situation in the immediate future. There can be no assurance that we will be able to obtain these loans or that they will be available to us on terms that are acceptable to the Company. We will not be able to continue operations without them. We are pursuing alternate sources of financing, but there is no assurance that additional capital will be available to the Company when needed or on acceptable terms. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Nov. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Interim Financial Statements These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended February 28, 2015 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the SEC). The results of operations for the nine month period ended November 30, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending February 29, 2016. Principles of Consolidation The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, On the Move Experience, LLC and OMV Transports, LLC. Intercompany transactions have been eliminated in consolidation. The fiscal year-end for the Company and its subsidiaries is February 28. Use of Estimates The preparation of 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Advances
Advances | 9 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Advances | Note 4. Advances During the nine months ended November 30, 2015, the Company received unsecured advances Inc. totaling $428,397. These advances are non-interest bearing and payable on demand. Vista View Ventures provided $426,803 of these advances. As discussed in note 5, the advances were paid from Vista View Ventures Inc. to KMDA and then by KMDA to the Company on behalf of Vista View Ventures, Inc. These advances are typically converted to convertible notes on a quarterly basis. During the nine months ended November 30, 2015, we refinanced $426,803 of non-interest bearing advances into convertible notes. See Note 6. At November 30, 2015 and February 28, 2015, all of the advances had all been converted into convertible notes payable. See Note 6. At November 30, 2015 and February 28, 2015, we owed a third party. $1,594 and $0, respectively, for advances provided to us. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Nov. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5. Related Party Transactions Our officers and 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. We have not formulated a policy for the resolution of such conflicts. Conversion of Related Party Convertible Note On April 1, 2015, Panama iPhone Corp. (formerly Masclo Investment Corporation) converted $100,000 of principal and accrued interest on the convertible note dated January 31, 2015 into 1,000,000 shares of common stock. On June 25, 2015, Panama iPhone Corp. converted $68,447 of principal and accrued interest on the convertible note dated January 31, 2015 into 684,467 shares of common stock. As of November 30, 2015, the remaining principal balance or accrued interest on the convertible note was $0. See Note 7. Services Provided by KM Delaney & Assoc. During the nine months ended November 30, 2015 and 2014, KM Delaney & Associates (KMDA) has provide office space and certain administrative functions to us. The services provide include a furnished executive suite, use of office equipment and supplies, accounting and bookkeeping services, treasury and cash management services, financial reporting, and other support staffing requirements. As part of the services provided to the Company, KMDA receives the advances from the lender (See note 4) and disburses those funds to us. During the nine months ended November 30, 2015 and 2014, KMDA billed us $149,254 and us $120,961, respectively, for those services. As of November 30, 2015 and February 28, 2015, we owed KMDA $217,589 and $266,335, respectively. These amounts are included in accounts payable on the balance sheet. Amounts Due to Related Parties As of November 30, 2015 and February 28, 2015, there were accrued liabilities in the amount of $0 and $164,190 owed to related parties. These amounts related entirely to the principal and accrued interest on the convertible note dated January 31, 2015 from Panama iPhone Corp. 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. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 6. Convertible Notes Payable Convertible notes payable consist of the following as of November 30, 2015 and February 28, 2015 : Issued Maturity Interest Rate Conversion Rate per Share Balance November 30, 2015 Balance February 28, 2015 February 28, 2011 February 27, 2013 7% $ 0.015 $ 32,600 $ 32,600 January 31, 2013 February 28, 2016 10% $ 0.01 123,232 138,395 May 31, 2013 May 31, 2015 10% $ 0.01 261,595 261,595 November 30, 2013 November 30, 2015 10% $ 0.01 396,958 396,958 August 31, 2014 August 31, 2016 10% $ 0.002 355,652 355,652 November 30, 2014 November 30, 2016 10% $ 0.002 103,950 103,950 February 28, 2015 February 28, 2017 10% $ 0.001 63,357 63,357 May 31, 2015 May 31, 2017 10% $ 1.00 65,383 August 31, 2015 August 31, 2017 10% $ 0.30 91,629 November 30, 2015 November 30, 2018 10% $ 0.30 269,791 Total convertible notes payable 1,764,147 1,352,507 Less: current portion of convertible notes payable (1,273,987 ) (829,548 ) Less: discount on noncurrent convertible notes payable (477,618 ) (500,339 ) Long-term convertible notes payable, net of discount $ 12,542 $ 22,620 Current portion of convertible notes payable 1,273,987 829,548 Less: discount on current portion of convertible notes payable (401,147 ) (380,949 ) Current portion of convertible notes payable, net of discount $ 872,840 $ 448,599 All of the notes above are unsecured. The note dated February 28, 2011 is currently is in default and bears default interest at 18% per annum. Convertible notes issued During the nine months ended November 30, 2015, we refinanced $426,803 of non-interest bearing advances into a convertible note. All principal and accrued interest is payable on the maturity date. Issued Maturity Interest Rate Conversion Rate per Share Amount of Note Beneficial Conversion Feature May 31, 2015 May 31, 2017 10% $ 1.00 $ 65,383 $ 65,383 August 31, 2015 August 31, 2017 10% 0.30 91,629 91,629 November 30, 2015 November 30, 2018 10% 0.30 269,791 269,791 Total $ 426,803 $ 426,803 The Company evaluated the terms of the notes in accordance with ASC Topic No. 815 40, Derivatives and Hedging - Contracts in Entitys Own Stock Conversions to common stock During nine months ended November 30, 2015, the holders of the Convertible Note Payable dated January 31, 2013 elected to convert principal and accrued interest in the amounts show below into shares of common stock at a rate of $0.01 per share. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion. Date Amount Converted Number of Shares Issued April 22, 2015 $ 500 50,000 April 23, 2015 500 50,000 May 20, 2015 1,650 165,000 May 21, 2015 250 25,000 June 11, 2015 600 60,000 June 19, 2015 400 40,000 July 1, 2015 1,200 120,000 July 10, 2015 450 45,000 July 16, 2015 940 94,000 July 17, 2015 950 95,000 August 3, 2015 1,450 145,000 August 5, 2015 1,670 167,000 August 10, 2015 1,930 193,000 August 13, 2015 1,000 100,000 August 24, 2015 540 54,000 August 25, 2015 800 80,000 September 11, 2015 1,200 120,000 September 17, 2015 875 87,500 September 24, 2015 1,720 172,000 September 29, 2015 600 60,000 October 2, 2015 1,290 129,000 October 14, 2015 1,020 102,000 October 16, 2015 3,014 301,400 Total $ 24,549 2,454,900 |
Convertible Notes Payable to Re
Convertible Notes Payable to Related Party | 9 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable to Related Party | Note 7. Convertible Notes Payable to Related Party Convertible notes payable to related parties consist of the following at November 30, 2015 and February 28, 2015: Issued Maturity Interest Rate Conversion Rate per Share Balance November 30, 2015 Balance February 28, 2015 January 31, 2015 February 28, 2017 10% $ 0.10 $ $ 164,190 Convertible notes payable to related party, net of discount $ $ 164,190 On January 31, 2015, we issued a convertible note payable for $164,190 to Panama iPhone Corp., a significant shareholder of the Company. The note proceeds were used to reduce our accounts payable by the same amount. The note matures on February 28, 2017. This note is unsecured, bears interest at 10%, and is convertible into shares of common stock at a rate of $0.10 per share. The Company evaluated the terms of the notes in accordance with ASC Topic No. 815 40, Derivatives and Hedging - Contracts in Entitys Own Stock Conversions to Common Stock On April 1, 2015, Panama iPhone Corp. (formerly Masclo Investment Corporation) converted $100,000 of principal and accrued interest on the convertible note dated January 31, 2015 into 1,000,000 shares of common stock. On June 25, 2015, Panama iPhone Corp. converted $68,447 of principal and accrued interest on the convertible note dated January 31, 2015 into 684,467 shares of common stock. As of November 30, 2015, the remaining principal balance or accrued interest on the convertible note was $0. |
Debt Payment Obligations
Debt Payment Obligations | 9 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Payment Obligations | Note 8. Debt Payment Obligations Twelve months ended November 30, 2016 2017 2018 2019 2020 Total Convertible notes $ 1,273,987 $ 220,369 $ 269,791 $ $ $ 1,764,147 Capital lease 8,160 8,160 8,160 3,415 27,895 Total $ 1,282,147 $ 228,529 $ 277,951 $ 3,415 $ $ 1,792,042 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Nov. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9. Stockholders Equity Conversion of convertible notes payable During nine months ended November 30, 2015, we issued 1,684,467 shares of common stock to Panama iPhone Corp., a significant shareholder of the Company, upon the conversion of principal and accrued interest on a convertible note payable of $168,447. See Note 7. During nine months ended November 30, 2015, we issued 2,454,900 share of common stock upon the conversion of principal and accrued interest on a convertible note for $24,549. See Note 6. Preferred Stock On July 24, 2015, we issued 1,000,000 shares of Series E preferred stock to Panama iPhone Corp. These shares replace the 1,000,000 Series E preferred shares that existed prior to our reincorporation from Florida to Nevada. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events During the period from December 1, 2015 through the filing of this report, the holders of the Convertible Note Payable dated January 31, 2013 elected to convert principal and accrued interest in the amounts show below into shares of common stock at a rate of $0.01 per share. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion. Date Amount Converted Number of Shares Issued December 22, 2015 $ 3,010 301,000 January 7, 2016 800 80,000 Total $ 3,810 381,000 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 30, 2015 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended February 28, 2015 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the SEC). The results of operations for the nine month period ended November 30, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending February 29, 2016. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, On the Move Experience, LLC and OMV Transports, LLC. Intercompany transactions have been eliminated in consolidation. The fiscal year-end for the Company and its subsidiaries is February 28. |
Use of Estimates | Use of Estimates The preparation of 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consist of the following as of November 30, 2015 and February 28, 2015 : Issued Maturity Interest Rate Conversion Rate per Share Balance November 30, 2015 Balance February 28, 2015 February 28, 2011 February 27, 2013 7% $ 0.015 $ 32,600 $ 32,600 January 31, 2013 February 28, 2016 10% $ 0.01 123,232 138,395 May 31, 2013 May 31, 2015 10% $ 0.01 261,595 261,595 November 30, 2013 November 30, 2015 10% $ 0.01 396,958 396,958 August 31, 2014 August 31, 2016 10% $ 0.002 355,652 355,652 November 30, 2014 November 30, 2016 10% $ 0.002 103,950 103,950 February 28, 2015 February 28, 2017 10% $ 0.001 63,357 63,357 May 31, 2015 May 31, 2017 10% $ 1.00 65,383 August 31, 2015 August 31, 2017 10% $ 0.30 91,629 November 30, 2015 November 30, 2018 10% $ 0.30 269,791 Total convertible notes payable 1,764,147 1,352,507 Less: current portion of convertible notes payable (1,273,987 ) (829,548 ) Less: discount on noncurrent convertible notes payable (477,618 ) (500,339 ) Long-term convertible notes payable, net of discount $ 12,542 $ 22,620 Current portion of convertible notes payable 1,273,987 829,548 Less: discount on current portion of convertible notes payable (401,147 ) (380,949 ) Current portion of convertible notes payable, net of discount $ 872,840 $ 448,599 |
Schedule of convertible notes issued | All principal and accrued interest is payable on the maturity date. Issued Maturity Interest Rate Conversion Rate per Share Amount of Note Beneficial Conversion Feature May 31, 2015 May 31, 2017 10% $ 1.00 $ 65,383 $ 65,383 August 31, 2015 August 31, 2017 10% 0.30 91,629 91,629 November 30, 2015 November 30, 2018 10% 0.30 269,791 269,791 Total $ 426,803 $ 426,803 |
Schedule of conversions to common stock | No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion. Date Amount Converted Number of Shares Issued April 22, 2015 $ 500 50,000 April 23, 2015 500 50,000 May 20, 2015 1,650 165,000 May 21, 2015 250 25,000 June 11, 2015 600 60,000 June 19, 2015 400 40,000 July 1, 2015 1,200 120,000 July 10, 2015 450 45,000 July 16, 2015 940 94,000 July 17, 2015 950 95,000 August 3, 2015 1,450 145,000 August 5, 2015 1,670 167,000 August 10, 2015 1,930 193,000 August 13, 2015 1,000 100,000 August 24, 2015 540 54,000 August 25, 2015 800 80,000 September 11, 2015 1,200 120,000 September 17, 2015 875 87,500 September 24, 2015 1,720 172,000 September 29, 2015 600 60,000 October 2, 2015 1,290 129,000 October 14, 2015 1,020 102,000 October 16, 2015 3,014 301,400 Total $ 24,549 2,454,900 |
Convertible Notes Payable to 19
Convertible Notes Payable to Related Party (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable to related parties | Convertible notes payable to related parties consist of the following at November 30, 2015 and February 28, 2015: Issued Maturity Interest Rate Conversion Rate per Share Balance November 30, 2015 Balance February 28, 2015 January 31, 2015 February 28, 2017 10% $ 0.10 $ $ 164,190 Convertible notes payable to related party, net of discount $ $ 164,190 |
Debt Payment Obligations (Table
Debt Payment Obligations (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of debt payment obligations | Twelve months ended November 30, 2016 2017 2018 2019 2020 Total Convertible notes $ 1,273,987 $ 220,369 $ 269,791 $ $ $ 1,764,147 Capital lease 8,160 8,160 8,160 3,415 27,895 Total $ 1,282,147 $ 228,529 $ 277,951 $ 3,415 $ $ 1,792,042 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Nov. 30, 2015 | |
Subsequent Events Tables | |
Schedule of commom stock conversion in subsequent events | No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion. Date Amount Converted Number of Shares Issued December 22, 2015 $ 3,010 301,000 January 7, 2016 800 80,000 Total $ 3,810 381,000 |
General Organization and Busi22
General Organization and Business (Details Narrative) - Xperience joint venture [Member] | Feb. 11, 2014USD ($) |
Joint venture invesment | $ 30,000 |
Percentage of earnings (losses) allocated | 40.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2015 | Nov. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Net loss | $ (368,374) | $ (228,033) | $ (961,965) | $ (758,571) |
Negative cash flow from operating activities | (425,297) | $ (306,360) | ||
Working capital | $ (1,395,624) |
Advances (Details Narrative)
Advances (Details Narrative) - USD ($) | 9 Months Ended | |
Nov. 30, 2015 | Feb. 28, 2015 | |
Proceeds from advances | $ 428,397 | |
Debt conversion amount converted | 426,803 | |
Advances payable | 1,594 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | ||
Proceeds from advances | 426,803 | |
Debt conversion amount converted | 426,803 | |
Third Party [Member] | ||
Advances payable | $ 1,594 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 25, 2015 | Apr. 01, 2015 | Nov. 30, 2015 | Nov. 30, 2014 | Feb. 28, 2015 |
Debt conversion amount converted | $ 426,803 | ||||
Remaining convertible note payable to related party | $ 1,764,147 | $ 1,352,507 | |||
Convertible note payable to related party | 164,190 | ||||
10% Convertible Note Due February 28, 2017 [Member] | |||||
Debt conversion amount converted | $ 24,549 | ||||
Number of common stock shares issued | 2,454,900 | ||||
Panama iPhone Corp. [Member] | 10% Convertible Note Due February 28, 2017 [Member] | |||||
Debt conversion amount converted | $ 68,447 | $ 100,000 | $ 168,447 | ||
Number of common stock shares issued | 684,467 | 1,000,000 | 1,684,467 | ||
Remaining convertible note payable to related party | $ 0 | ||||
Convertible note payable to related party | 164,190 | ||||
KM Delaney & Associates [Member] | |||||
Advances from lender | $ 149,254 | $ 120,961 | |||
Due to related parties | $ 217,589 | $ 266,335 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Feb. 28, 2015 | |
Total convertible notes payable | $ 1,764,147 | $ 1,352,507 |
Less: current portion of convertible notes payable | (1,273,987) | (829,548) |
Less: discount on noncurrent convertible notes payable | (477,618) | (500,339) |
Long-term convertible notes payable, net of discount | 12,542 | 22,620 |
Current portion of convertible notes payable | (1,273,987) | (829,548) |
Less: discount on current portion of convertible notes payable | (401,147) | (380,949) |
Current portion of convertible notes payable, net of discount | $ 872,840 | $ 448,599 |
7% Convertible Note Due February 27, 2013 [Member] | ||
Issuance date | Feb. 28, 2011 | Feb. 28, 2011 |
Conversion rate per share | $ 0.015 | $ 0.015 |
Total convertible notes payable | $ 32,600 | $ 32,600 |
10% Convertible Note Due February 28, 2016 [Member] | ||
Issuance date | Jan. 31, 2013 | Jan. 31, 2013 |
Conversion rate per share | $ 0.01 | $ 0.01 |
Total convertible notes payable | $ 123,232 | $ 138,395 |
10% Convertible Note Due May 31, 2015 [Member] | ||
Issuance date | May 31, 2013 | May 31, 2013 |
Conversion rate per share | $ 0.01 | $ 0.01 |
Total convertible notes payable | $ 261,595 | $ 261,595 |
10% Convertible Note Due November 30, 2015 [Member] | ||
Issuance date | Nov. 30, 2013 | Nov. 30, 2013 |
Conversion rate per share | $ 0.01 | $ 0.01 |
Total convertible notes payable | $ 396,958 | $ 396,958 |
10% Convertible Note Due August 31, 2016 [Member] | ||
Issuance date | Aug. 31, 2014 | Aug. 31, 2014 |
Conversion rate per share | $ 0.002 | $ 0.002 |
Total convertible notes payable | $ 355,652 | $ 355,652 |
10% Convertible Note Due November 30, 2016 [Member] | ||
Issuance date | Nov. 30, 2014 | Nov. 30, 2014 |
Conversion rate per share | $ 0.002 | $ 0.002 |
Total convertible notes payable | $ 103,950 | $ 103,950 |
10% Convertible Note Due February 28, 2017 [Member] | ||
Issuance date | Feb. 28, 2015 | Feb. 28, 2015 |
Conversion rate per share | $ 0.001 | $ 0.001 |
Total convertible notes payable | $ 63,357 | $ 63,357 |
10% Convertible Note Due May 31, 2017 [Member] | ||
Issuance date | May 31, 2015 | |
Conversion rate per share | $ 1 | |
Total convertible notes payable | $ 65,383 | |
10% Convertible Note Due August 31, 2017 [Member] | ||
Issuance date | Aug. 31, 2015 | |
Conversion rate per share | $ 0.30 | |
Total convertible notes payable | $ 91,629 | |
10% Convertible Note Due November 30, 2018 [Member] | ||
Issuance date | Nov. 30, 2015 | |
Conversion rate per share | $ 0.30 | |
Total convertible notes payable | $ 269,791 |
Convertible Notes Payable (De27
Convertible Notes Payable (Details 1) - USD ($) | 9 Months Ended | |
Nov. 30, 2015 | Feb. 28, 2015 | |
Total convertible notes payable | $ 1,764,147 | $ 1,352,507 |
Beneficial conversion feature | $ 426,803 | |
10% Convertible Note Due May 31, 2017 [Member] | ||
Issuance Date | May 31, 2015 | |
Conversion Rate per Share | $ 1 | |
Total convertible notes payable | $ 65,383 | |
Beneficial conversion feature | $ 65,383 | |
10% Convertible Note Due August 31, 2017 [Member] | ||
Issuance Date | Aug. 31, 2015 | |
Conversion Rate per Share | $ 0.30 | |
Total convertible notes payable | $ 91,629 | |
Beneficial conversion feature | $ 91,629 | |
10% Convertible Note Due November 30, 2018 [Member] | ||
Issuance Date | Nov. 30, 2015 | |
Conversion Rate per Share | $ 0.30 | |
Total convertible notes payable | $ 269,791 | |
Beneficial conversion feature | $ 269,791 |
Convertible Notes Payable (De28
Convertible Notes Payable (Details 2) | 9 Months Ended |
Nov. 30, 2015USD ($)shares | |
Amount converted | $ 426,803 |
10% Convertible Note Due February 28, 2016 [Member] | |
Amount converted | $ 24,549 |
Number of shares issued | shares | 2,454,900 |
10% Convertible Note Due February 28, 2016 [Member] | April 22, 2015 [Member] | |
Amount converted | $ 500 |
Number of shares issued | shares | 50,000 |
10% Convertible Note Due February 28, 2016 [Member] | April 23, 2015 [Member] | |
Amount converted | $ 500 |
Number of shares issued | shares | 50,000 |
10% Convertible Note Due February 28, 2016 [Member] | May 20, 2015 [Member] | |
Amount converted | $ 1,650 |
Number of shares issued | shares | 165,000 |
10% Convertible Note Due February 28, 2016 [Member] | May 21, 2015 [Member] | |
Amount converted | $ 250 |
Number of shares issued | shares | 25,000 |
10% Convertible Note Due February 28, 2016 [Member] | June 11, 2015 [Member] | |
Amount converted | $ 600 |
Number of shares issued | shares | 60,000 |
10% Convertible Note Due February 28, 2016 [Member] | June 19, 2015 [Member] | |
Amount converted | $ 400 |
Number of shares issued | shares | 40,000 |
10% Convertible Note Due February 28, 2016 [Member] | July 1, 2015 [Member] | |
Amount converted | $ 1,200 |
Number of shares issued | shares | 120,000 |
10% Convertible Note Due February 28, 2016 [Member] | July 10, 2015 [Member] | |
Amount converted | $ 450 |
Number of shares issued | shares | 45,000 |
10% Convertible Note Due February 28, 2016 [Member] | July 16, 2015 [Member] | |
Amount converted | $ 940 |
Number of shares issued | shares | 94,000 |
10% Convertible Note Due February 28, 2016 [Member] | July 17, 2015 [Member] | |
Amount converted | $ 950 |
Number of shares issued | shares | 95,000 |
10% Convertible Note Due February 28, 2016 [Member] | August 3, 2015 [Member] | |
Amount converted | $ 1,450 |
Number of shares issued | shares | 145,000 |
10% Convertible Note Due February 28, 2016 [Member] | August 5, 2015 [Member] | |
Amount converted | $ 1,670 |
Number of shares issued | shares | 167,000 |
10% Convertible Note Due February 28, 2016 [Member] | August 10, 2015 [Member] | |
Amount converted | $ 1,930 |
Number of shares issued | shares | 193,000 |
10% Convertible Note Due February 28, 2016 [Member] | August 13, 2015 [Member] | |
Amount converted | $ 1,000 |
Number of shares issued | shares | 100,000 |
10% Convertible Note Due February 28, 2016 [Member] | August 24, 2015 [Member] | |
Amount converted | $ 540 |
Number of shares issued | shares | 54,000 |
10% Convertible Note Due February 28, 2016 [Member] | August 25, 2015 [Member] | |
Amount converted | $ 800 |
Number of shares issued | shares | 80,000 |
10% Convertible Note Due February 28, 2016 [Member] | September 11, 2015 [Member] | |
Amount converted | $ 1,200 |
Number of shares issued | shares | 120,000 |
10% Convertible Note Due February 28, 2016 [Member] | September 17, 2015 [Member] | |
Amount converted | $ 875 |
Number of shares issued | shares | 87,500 |
10% Convertible Note Due February 28, 2016 [Member] | September 24, 2015 [Member] | |
Amount converted | $ 1,720 |
Number of shares issued | shares | 172,000 |
10% Convertible Note Due February 28, 2016 [Member] | September 29, 2015 [Member] | |
Amount converted | $ 600 |
Number of shares issued | shares | 60,000 |
10% Convertible Note Due February 28, 2016 [Member] | October 2, 2015 [Member] | |
Amount converted | $ 1,290 |
Number of shares issued | shares | 129,000 |
10% Convertible Note Due February 28, 2016 [Member] | October 14, 2015 [Member] | |
Amount converted | $ 1,020 |
Number of shares issued | shares | 102,000 |
10% Convertible Note Due February 28, 2016 [Member] | October 16, 2015 [Member] | |
Amount converted | $ 3,014 |
Number of shares issued | shares | 301,400 |
Convertible Notes Payable (De29
Convertible Notes Payable (Details Narrative) | 9 Months Ended | |
Nov. 30, 2015USD ($) | Nov. 30, 2014USD ($) | |
Beneficial conversion discount on convertible note payable | $ 426,803 | |
Amortization of discount on convertible note payable | 429,326 | $ 145,463 |
Debt conversion amount converted | 426,803 | |
10% Convertible Note Due May 31, 2017 [Member] | ||
Beneficial conversion discount on convertible note payable | $ 65,383 | |
Discount amortized at effective interest rate | 2.7749 | |
10% Convertible Note Due August 31, 2017 [Member] | ||
Beneficial conversion discount on convertible note payable | $ 91,629 | |
Discount amortized at effective interest rate | 2.2223 | |
10% Convertible Note Due November 30, 2018 [Member] | ||
Beneficial conversion discount on convertible note payable | $ 269,791 | |
Discount amortized at effective interest rate | 1.9185 | |
7% Convertible Note Due February 27, 2013 [Member] | ||
Debt defult interest rate | 18.00% |
Convertible Notes Payable to 30
Convertible Notes Payable to Related Party (Details) - USD ($) | 9 Months Ended | |
Nov. 30, 2015 | Feb. 28, 2015 | |
Convertible note payable to related party | $ 164,190 | |
Panama iPhone Corp. [Member] | 10% Convertible Note Due February 28, 2017 [Member] | ||
Issued | Jan. 31, 2015 | |
Common stock conversion rate | $ 0.10 | |
Debt face amount | 164,190 | |
Convertible note payable to related party | $ 164,190 |
Convertible Notes Payable to 31
Convertible Notes Payable to Related Party (Details Narrative) - USD ($) | Jun. 25, 2015 | Apr. 01, 2015 | Nov. 30, 2015 | Feb. 28, 2015 |
Debt conversion amount converted | $ 426,803 | |||
Remaining convertible note payable to related party | 1,764,147 | $ 1,352,507 | ||
10% Convertible Note Due February 28, 2017 [Member] | ||||
Debt conversion amount converted | $ 24,549 | |||
Number of common stock shares issued | 2,454,900 | |||
Panama iPhone Corp. [Member] | 10% Convertible Note Due February 28, 2017 [Member] | ||||
Debt conversion amount converted | $ 68,447 | $ 100,000 | $ 168,447 | |
Number of common stock shares issued | 684,467 | 1,000,000 | 1,684,467 | |
Remaining convertible note payable to related party | $ 0 |
Debt Payment Obligations (Detai
Debt Payment Obligations (Details) | Nov. 30, 2015USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,016 | $ 1,282,147 |
2,017 | 228,529 |
2,018 | 277,951 |
2,019 | $ 3,415 |
2,020 | |
Total | $ 1,792,042 |
Convertible Notes [Member] | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,016 | 1,273,987 |
2,017 | 220,369 |
2,018 | $ 269,791 |
2,019 | |
2,020 | |
Total | $ 1,764,147 |
Capital Lease Obligations [Member] | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,016 | 8,160 |
2,017 | 8,160 |
2,018 | 8,160 |
2,019 | $ 3,415 |
2,020 | |
Total | $ 27,895 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jul. 24, 2015 | Jun. 25, 2015 | Apr. 01, 2015 | Nov. 30, 2015 |
Debt conversion amount converted | $ 426,803 | |||
Number of shares issued | ||||
10% Convertible Note Due February 28, 2017 [Member] | ||||
Debt conversion amount converted | $ 24,549 | |||
Number of common stock shares issued | 2,454,900 | |||
Panama iPhone Corp. [Member] | Series E Preferred Stock [Member] | ||||
Number of shares issued | 1,000,000 | |||
Panama iPhone Corp. [Member] | 10% Convertible Note Due February 28, 2017 [Member] | ||||
Debt conversion amount converted | $ 68,447 | $ 100,000 | $ 168,447 | |
Number of common stock shares issued | 684,467 | 1,000,000 | 1,684,467 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Dec. 31, 2015 | Nov. 30, 2015 | |
Amount converted | $ 426,803 | |
10% Convertible Note Due February 28, 2016 [Member] | ||
Amount converted | $ 24,549 | |
Number of shares issued | 2,454,900 | |
Subsequent Event [Member] | 10% Convertible Note Due February 28, 2016 [Member] | ||
Amount converted | $ 3,810 | |
Number of shares issued | 381,000 | |
Subsequent Event [Member] | 10% Convertible Note Due February 28, 2016 [Member] | December 22, 2015 [Member] | ||
Amount converted | $ 3,010 | |
Number of shares issued | 301,000 | |
Subsequent Event [Member] | 10% Convertible Note Due February 28, 2016 [Member] | January 7, 2016 [Member] | ||
Amount converted | $ 800 | |
Number of shares issued | 80,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - 10% Convertible Note Due February 28, 2016 [Member] - $ / shares | Dec. 01, 2015 | Nov. 30, 2015 | Feb. 28, 2015 |
Common stock conversion rate | $ 0.01 | $ 0.01 | |
Subsequent Event [Member] | |||
Common stock conversion rate | $ 0.01 |