Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
May 31, 2016 | Jul. 28, 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 | May 31, 2016 | |
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 | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,294,816 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | May 31, 2016 | Feb. 29, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 6,467 | $ 2,223 |
Prepaid expenses | 2,533 | 3,484 |
Total current assets | 9,000 | 5,707 |
Fixed assets net of accumulated depreciation of $512 and $182, respectively | 3,409 | 3,739 |
TOTAL ASSETS | 12,409 | 9,446 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 304,443 | 302,136 |
Advances payable | 1,594 | 1,594 |
Current portion of convertible notes payable, net of discount of $409,732 and $422,298, respectively | 591,896 | 515,418 |
Short-term convertible notes payable, net of discount of $11,000 and $7,333, respectively | 75,000 | 38,667 |
Short-term accrued interest payable | 1,127 | |
Current portion of accrued interest payable | 217,544 | 185,447 |
Current portion of capital lease | 3,818 | 3,775 |
Total current liabilities | 1,195,422 | 1,047,037 |
Convertible notes payable, net of discount of $461,692 and $500,485, respectively, net of current portion. | 427,031 | 418,521 |
Accrued interest payable | 120,899 | 105,492 |
Capital lease obligation, net of current portion | 6,407 | 7,378 |
TOTAL LIABILITIES | 1,749,759 | 1,578,428 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common Stock, $0.001 par value; 480,000,000 shares authorized 5,098,816 and 4,908,816 shares issued and outstanding at May 31, 2016 and February 29, 2016, respectively. | 5,099 | 4,909 |
Series E Preferred Stock, $0.001 par value; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding at May 31, 2016 and February 29, 2016, respectively. | 1,000 | 1,000 |
Preferred Stock, undesignated; 19,000,000 shares authorized; no shares issued and outstanding at May 31, 2016 and February 29, 2016, respectively. | ||
Additional paid-in capital | 6,109,682 | 6,072,872 |
Accumulated deficit | (7,853,131) | (7,647,763) |
Total stockholders' equity (deficit) | (1,737,350) | (1,568,982) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 12,409 | $ 9,446 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | May 31, 2016 | Feb. 29, 2016 |
Statement of Financial Position [Abstract] | ||
Fixed assets, accumulated depreciation | $ 512 | $ 182 |
Current convertible notes payable, discount | 409,732 | 422,298 |
Short-term convertible notes payable, discount | 11,000 | 7,333 |
Convertible notes payable, discount | $ 461,692 | $ 500,485 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, authorized | 480,000,000 | 480,000,000 |
Common Stock, issued | 5,098,816 | 4,908,816 |
Common Stock, outstanding | 5,098,816 | 4,908,816 |
Series E Preferred Stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Series E Preferred Stock, authorized | 1,000,000 | 1,000,000 |
Series E Preferred Stock, issued | 1,000,000 | 1,000,000 |
Series E Preferred Stock, outstanding | 1,000,000 | 1,000,000 |
Preferred Stock, undesignated, authorized | 19,000,000 | 19,000,000 |
Preferred Stock, undesignated, issued | 0 | 0 |
Preferred Stock, undesignated, outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
May 31, 2016 | May 31, 2015 | |
OPERATING EXPENSES | ||
General and administrative expenses | $ 66,893 | $ 151,994 |
Operating Loss | (66,893) | (151,994) |
OTHER INCOME (EXPENSE) | ||
Interest expense | (138,475) | (187,639) |
NET LOSS | $ (205,368) | $ (339,633) |
NET LOSS PER COMMON SHARE - | ||
Basic and diluted (in dollars per share) | $ (0.04) | $ (0.43) |
COMMON SHARES OUTSTANDING - | ||
Basic and diluted (in shares) | 5,096,751 | 791,944 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGE IN SHAREHOLDERS' DEFICIT (UNAUDITED) - 3 months ended May 31, 2016 - USD ($) | Common Stock [Member] | Series E Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Beginning at Feb. 29, 2016 | $ 4,909 | $ 1,000 | $ 6,072,872 | $ (7,647,763) | $ (1,568,982) |
Balance at Beginning (in shares) at Feb. 29, 2016 | 4,908,816 | 1,000,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for debt and interest conversion | $ 190 | 1,710 | 1,900 | ||
Common stock issued for debt and interest conversion (in shares) | 190,000 | ||||
Common stock issued for services | |||||
Share rounding on reverse split (in shares) | |||||
Beneficial conversion feature on issuance of convertible note payable | 35,100 | 35,100 | |||
Net Loss | (205,368) | (205,368) | |||
Balance at Ending at May. 31, 2016 | $ 5,099 | $ 1,000 | $ 6,109,682 | $ (7,853,131) | $ (1,737,350) |
Balance at Ending (in shares) at May. 31, 2016 | 5,098,816 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
May 31, 2016 | May 31, 2015 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (205,368) | $ (339,633) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of discount on convertible note payable | 89,292 | 147,100 |
Depreciation & amortization | 330 | 4,625 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 951 | |
Accounts payable and accrued liabilities | 37,407 | 88,502 |
Accrued interest payable | 49,060 | 39,874 |
NET CASH USED IN OPERATING ACTIVITIES | (28,328) | (59,532) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | ||
NET CASH USED IN INVESTING ACTIVITIES | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from advances | 65,383 | |
Proceeds from convertible promissory note | 33,500 | |
Repayment of capital lease | (928) | (1,376) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 32,572 | 64,007 |
NET INCREASE (DECREASE) IN CASH | 4,244 | 4,475 |
CASH, at the beginning of the period | 2,223 | 2,679 |
CASH, at the end of the period | 6,467 | 7,154 |
Cash paid during the period for: | ||
Interest | 122 | |
Taxes | ||
Noncash investing and financing transaction: | ||
Refinancing of advances into convertible notes payable | 35,100 | 65,383 |
Beneficial conversion on convertible note payable | 35,100 | 65,383 |
Conversion of convertible notes payable and interest | $ 1,900 | $ 102,900 |
General Organization and Busine
General Organization and Business | 3 Months Ended |
May 31, 2016 | |
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. |
Going Concern
Going Concern | 3 Months Ended |
May 31, 2016 | |
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. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. For the three months ended May 31, 2016, the Company had a net loss of $205,368 and negative cash flow from operating activities of $28,328. As of May 31, 2016, the Company had negative working capital of $1,186,422. Management does not anticipate having positive cash flow from operations in the near future. These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business. Management has plans to address the Company’s financial situation as follows: In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raises doubts about the Company’s ability to continue as a going concern. In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
May 31, 2016 | |
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 generally accepted accounting (“GAAP”) principles in the United States of America 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 29, 2016 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 three month period ended May 31, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, 2017. 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. |
Advances
Advances | 3 Months Ended |
May 31, 2016 | |
Debt Disclosure [Abstract] | |
Advances | Note 4. Advances During the three months ended May 31, 2016, Vista View Ventures, Inc. (“Vista View”) paid $35,100 of expenses on behalf of the company. These funds were paid from Vista View to KMDA and then by KMDA to the Company on behalf of Vista View. At the end of the quarter, we issued a convertible promissory note to Vista View for $35,100. See Note 5 and Note 6. At May 31, 2016 and February 29, 2016, we did not owe Vista View. anything for advances provided to us or expenses paid on our behalf. At May 31, 2016 and February 29, 2016, we owed a third party. $1,594 and $1,594, respectfully, for advances provided to us. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
May 31, 2016 | |
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. Services Provided by KM Delaney & Assoc. During the three months ended May 31, 2016 and 2015, KM Delaney & Associates (“KMDA”) provided certain administrative functions to us. The services provide include 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. We discontinued our arrangement with KMDA on April 30, 2016. During the three months ended May 31, 2016 and 2015, KMDA billed us $35,100 and $73,119, respectively, for those services. As of May 31, 2016 and February 29, 2016, we owed KMDA $183,568 and $198,568, respectively. These amounts are included in accounts payable on the consolidated balance sheets. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
May 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 6. Convertible Notes Payable Convertible notes payable consist of the following as of May 31, 2016 and February 29, 2016 : Issued Maturity Interest Rate Conversion Rate per Share Balance May 31, 2016 Balance February 29, 2016 February 28, 2011 February 27, 2013 7% $0.015 $ 32,600 $ 32,600 January 31, 2013 February 28, 2017 10% $0.01 119,091 120,562 May 31, 2013 November 30, 2016 10% $0.01 261,595 261,595 November 30, 2013 November 30, 2017 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 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 February 3, 2016 February 3, 2017 5% 49% discount 46,000 46,000 February 29, 2016 February 28, 2019 10% 60% discount 95,245 95,245 March 22, 2016 March 22, 2017 5% 49% discount 40,000 — May 31, 2016 May 31, 2019 10% 60% discount 35,100 — Total convertible notes payable $ 1,976,351 $ 1,902,722 Less: short-term convertible notes payable (86,000 ) (46,000 ) Less: current portion of convertible notes payable (1,001,628 ) (937,716 ) Less: discount on noncurrent convertible notes payable (461,692 ) (500,485 ) Long-term convertible notes payable, net of discount $ 427,031 $ 418,521 Current portion of convertible notes payable 1,001,628 937,716 Less: discount on current portion of convertible notes payable (409,732 ) (422,298 ) Current portion of convertible notes payable, net of discount $ 591,896 $ 515,418 Short-term convertible notes 86,000 46,000 Less: discount on short-term convertible notes (11,000 ) (7,333 ) Short-term convertible notes, net of discount $ 75,000 $ 38,667 All of the notes above are unsecured. The note dated February 28, 2011 is currently in default and bears default interest at 18% per annum. Convertible notes issued Issued Maturity Interest Rate Conversion Rate per Share Amount of Note Original Issue Discount Beneficial Conversion Feature March 22, 2016 March 22, 2017 5% $ 49% discount (1) $ 40,000 $ 6,500 $ — May 31, 2016 May 31, 2019 10% 60% discount (2) 35,100 — 35,100 Total $ 75,100 $ 6,500 $ 35,100 (1) This note is convertible at 49% discount to the lowest trading price over the preceding 20 trading days. The note becomes convertible 180 days after issuance. (2) This note is convertible at a 60% discount to the volume weighted average closing price over the preceding five trading days, subject to the condition that the conversion price shall never be less than $0.01 per share. Advances Refinanced into Convertible Notes During the three months ended May 31, 2016, we refinanced $35,100 of non-interest bearing advances into a convertible note. All principal and accrued interest is payable on the maturity date. The Company evaluated the terms of the notes in accordance with ASC Topic No. 815 – 40, Derivatives and Hedging - Contracts in Entity’s Own Stock Convertible Notes Issued for Cash On March 22, 2016, we issued a convertible promissory note for $40,000. The note has an original issue discount of $6,500. The note matures on March 22, 2017, and bears interest at 5% per annum. The terms on the note allow the noteholder to convert principal and accrued interest into share of our common stock beginning 180 days after issuance. The variable conversion rate is a 49% discount to the lowest trading price over the preceding 20 trading days. The Company evaluated the terms of the notes in accordance with ASC Topic No. 815 – 40, Derivatives and Hedging - Contracts in Entity’s Own Stock Conversions to common stock During three months ended May 31, 2016, 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 March 1, 2016 $ 1,900 190,000 Total $ 1,900 190,000 |
Debt Payment Obligations
Debt Payment Obligations | 3 Months Ended |
May 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Payment Obligations | Note 7. Debt Payment Obligations Twelve months ended May 31, 2017 2018 2019 2020 2021 Total Convertible notes $ 1,087,628 $ 488,587 $ 400,136 $ — $ — $ 1,976,351 Capital lease 3,818 3,993 2,414 — — 10,225 Total $ 1,091,446 $ 492,580 $ 402,550 $ — $ — $ 1,986,576 |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8. Subsequent Events On June 28, 2016, we issued 196,000 shares of common stock upon conversion of principal and interest on a convertible promissory note. On July 18, 2016, we issued a convertible promissory note for $9,000. The note matures on July 18, 2017, bears interest at 8% per year, and is convertible into common stock at a 49% discount to the lowest trading price over the preceding 20 trading days. |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 3 Months Ended |
May 31, 2016 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements These unaudited financial statements have been prepared in accordance with generally accepted accounting (“GAAP”) principles in the United States of America 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 29, 2016 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 three month period ended May 31, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending February 28, 2017. |
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. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
May 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consist of the following as of May 31, 2016 and February 29, 2016 : Issued Maturity Interest Rate Conversion Rate per Share Balance May 31, 2016 Balance February 29, 2016 February 28, 2011 February 27, 2013 7% $0.015 $ 32,600 $ 32,600 January 31, 2013 February 28, 2017 10% $0.01 119,091 120,562 May 31, 2013 November 30, 2016 10% $0.01 261,595 261,595 November 30, 2013 November 30, 2017 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 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 February 3, 2016 February 3, 2017 5% 49% discount 46,000 46,000 February 29, 2016 February 28, 2019 10% 60% discount 95,245 95,245 March 22, 2016 March 22, 2017 5% 49% discount 40,000 — May 31, 2016 May 31, 2019 10% 60% discount 35,100 — Total convertible notes payable $ 1,976,351 $ 1,902,722 Less: short-term convertible notes payable (86,000 ) (46,000 ) Less: current portion of convertible notes payable (1,001,628 ) (937,716 ) Less: discount on noncurrent convertible notes payable (461,692 ) (500,485 ) Long-term convertible notes payable, net of discount $ 427,031 $ 418,521 Current portion of convertible notes payable 1,001,628 937,716 Less: discount on current portion of convertible notes payable (409,732 ) (422,298 ) Current portion of convertible notes payable, net of discount $ 591,896 $ 515,418 Short-term convertible notes 86,000 46,000 Less: discount on short-term convertible notes (11,000 ) (7,333 ) Short-term convertible notes, net of discount $ 75,000 $ 38,667 |
Schedule of convertible notes issued | Convertible notes issued Issued Maturity Interest Rate Conversion Rate per Share Amount of Note Original Issue Discount Beneficial Conversion Feature March 22, 2016 March 22, 2017 5% $ 49% discount (1) $ 40,000 $ 6,500 $ — May 31, 2016 May 31, 2019 10% 60% discount (2) 35,100 — 35,100 Total $ 75,100 $ 6,500 $ 35,100 (1) This note is convertible at 49% discount to the lowest trading price over the preceding 20 trading days. The note becomes convertible 180 days after issuance. (2) This note is convertible at a 60% discount to the volume weighted average closing price over the preceding five trading days, subject to the condition that the conversion price shall never be less than $0.01 per share. |
Schedule of conversion of convertible notes payable | Date Amount Converted Number of Shares Issued March 1, 2016 $ 1,900 190,000 Total $ 1,900 190,000 |
Debt Payment Obligations (Table
Debt Payment Obligations (Tables) | 3 Months Ended |
May 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of debt payment obligations | Twelve months ended May 31, 2017 2018 2019 2020 2021 Total Convertible notes $ 1,087,628 $ 488,587 $ 400,136 $ — $ — $ 1,976,351 Capital lease 3,818 3,993 2,414 — — 10,225 Total $ 1,091,446 $ 492,580 $ 402,550 $ — $ — $ 1,986,576 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Accounting Policies [Abstract] | ||
Net loss | $ (205,368) | $ (339,633) |
Cash flow from operating activities | (28,328) | $ (59,532) |
Working capital deficit | $ (1,186,422) |
Advances (Details Narrative)
Advances (Details Narrative) - USD ($) | 3 Months Ended | ||
May 31, 2016 | May 31, 2015 | Feb. 29, 2016 | |
Proceeds from advances | $ 65,383 | ||
Convertible notes payable | 1,976,351 | $ 1,902,722 | |
Advances payable | 1,594 | 1,594 | |
10% Convertible Note Due May 31, 2019 [Member] | |||
Convertible notes payable | 95,245 | 95,245 | |
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | |||
Proceeds from advances | 35,100 | ||
Vista View Ventures, Inc. (Non-Interest Bearing Advances) [Member] | 10% Convertible Note Due May 31, 2019 [Member] | |||
Convertible notes payable | 35,100 | ||
Third Party [Member] | |||
Advances payable | $ 1,594 | $ 1,594 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - KM Delaney & Associates [Member] - USD ($) | 3 Months Ended | ||
May 31, 2016 | May 31, 2015 | Feb. 29, 2016 | |
Advances from lender | $ 35,100 | $ 73,119 | |
Due to related parties | $ 183,568 | $ 198,568 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
May 31, 2016 | Feb. 29, 2016 | ||
Total convertible notes payable | $ 1,976,351 | $ 1,902,722 | |
Less: short-term convertible notes payable | (86,000) | (46,000) | |
Less: current portion of convertible notes payable | (1,001,628) | (937,716) | |
Less: discount on noncurrent convertible notes payable | (461,692) | (500,485) | |
Convertible notes payable, net of discount | 427,031 | 418,521 | |
Current portion of convertible notes payable | 1,001,628 | 937,716 | |
Less: discount on current portion of convertible notes payable | (409,732) | (422,298) | |
Current portion of convertible notes payable, net of discount | 591,896 | 515,418 | |
Short-term convertible notes | (86,000) | (46,000) | |
Less: discount on short-term convertible notes | (11,000) | (7,333) | |
Short-term convertible notes, net of discount | $ 75,000 | $ 38,667 | |
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, 2017 [Member] | |||
Issuance date | Jan. 31, 2013 | Jan. 31, 2013 | |
Conversion rate per share | $ 0.01 | $ 0.01 | |
Total convertible notes payable | $ 119,091 | $ 120,562 | |
10% Convertible Note Due November 30,2016 [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, 2017 [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 | May 31, 2015 | |
Conversion rate per share | $ 1 | $ 1 | |
Total convertible notes payable | $ 65,383 | $ 65,383 | |
10% Convertible Note Due August 31, 2017 [Member] | |||
Issuance date | Aug. 31, 2015 | Aug. 31, 2015 | |
Conversion rate per share | $ 0.30 | $ 0.30 | |
Total convertible notes payable | $ 91,629 | $ 91,629 | |
10% Convertible Note Due November 30, 2018 [Member] | |||
Issuance date | Nov. 30, 2015 | Nov. 30, 2015 | |
Conversion rate per share | $ 0.30 | $ 0.30 | |
Total convertible notes payable | $ 269,791 | $ 269,791 | |
5% Convertible Note Due February 3, 2017 [Member] | |||
Issuance date | Feb. 3, 2016 | Feb. 3, 2016 | |
Description of conversion feature | 49% discount | 49% discount | |
Total convertible notes payable | $ 46,000 | $ 46,000 | |
10% Convertible Note Due February 28, 2019 [Member] | |||
Issuance date | Feb. 29, 2016 | Feb. 29, 2016 | |
Description of conversion feature | 60% discount | 60% discount | |
Total convertible notes payable | $ 95,245 | $ 95,245 | |
5% Convertible Note Due March 22, 2017 [Member] | |||
Issuance date | Mar. 22, 2016 | Mar. 22, 2016 | |
Description of conversion feature | 49% discount | [1] | 49% discount |
Total convertible notes payable | $ 40,000 | ||
10% Convertible Note Due May 31, 2019 [Member] | |||
Issuance date | May 31, 2016 | May 31, 2016 | |
Description of conversion feature | 60% discount | [2] | 60% discount |
Total convertible notes payable | $ 35,100 | ||
[1] | This note is convertible at 49% discount to the lowest trading price over the preceding 20 trading days. The note becomes convertible 180 days after issuance. | ||
[2] | This note is convertible at a 60% discount to the volume weighted average closing price over the preceding five trading days, subject to the condition that the conversion price shall never be less than $0.01 per share. |
Convertible Notes Payable (De22
Convertible Notes Payable (Details 1) - USD ($) | Mar. 22, 2016 | May 31, 2016 | Feb. 29, 2016 | |
Amount of Note | $ 1,976,351 | $ 1,902,722 | ||
Original Issue Discount | 6,500 | |||
Beneficial Conversion Feature | $ 35,100 | |||
5% Convertible Note Due March 22, 2017 [Member] | ||||
Issuance Date | Mar. 22, 2016 | Mar. 22, 2016 | ||
Description of conversion feature | 49% discount | [1] | 49% discount | |
Amount of Note | $ 40,000 | |||
Original Issue Discount | $ 6,500 | $ 6,500 | ||
10% Convertible Note Due May 31, 2019 [Member] | ||||
Issuance Date | May 31, 2016 | May 31, 2016 | ||
Description of conversion feature | 60% discount | [2] | 60% discount | |
Amount of Note | $ 35,100 | |||
Beneficial Conversion Feature | $ 35,100 | |||
[1] | This note is convertible at 49% discount to the lowest trading price over the preceding 20 trading days. The note becomes convertible 180 days after issuance. | |||
[2] | This note is convertible at a 60% discount to the volume weighted average closing price over the preceding five trading days, subject to the condition that the conversion price shall never be less than $0.01 per share. |
Convertible Notes Payable (De23
Convertible Notes Payable (Details 2) - 10% Convertible Note Due February 28, 2017 [Member] | 3 Months Ended |
May 31, 2016USD ($)shares | |
Amount Converted | $ | $ 1,900 |
Number of Shares Issued | shares | 190,000 |
March 1, 2016 [Member] | |
Amount Converted | $ | $ 1,900 |
Number of Shares Issued | shares | 190,000 |
Convertible Notes Payable (De24
Convertible Notes Payable (Details Narrative) | Mar. 22, 2016USD ($) | May 31, 2016USD ($) | May 31, 2015USD ($) |
Beneficial conversion discount on convertible note payable | $ 35,100 | ||
Amortization of discount on convertible note payable | 89,292 | $ 147,100 | |
Face amount | 35,100 | ||
Original issue discount | $ 6,500 | ||
Effective interest rate | 317.38% | ||
5% Convertible Note Due March 22, 2017 [Member] | |||
Face amount | $ 40,000 | ||
Original issue discount | $ 6,500 | $ 6,500 | |
Percentage of conversion rate discount over the preceding 20 trading days | 0.49 | ||
Effective interest rate | 26.12% |
Debt Payment Obligations (Detai
Debt Payment Obligations (Details) | May 31, 2016USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | $ 1,091,446 |
2,018 | 492,580 |
2,019 | 402,550 |
2,020 | |
2,021 | |
Total | 1,986,576 |
Convertible Notes [Member] | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | 1,087,628 |
2,018 | 488,587 |
2,019 | 400,136 |
2,020 | |
2,021 | |
Total | 1,976,351 |
Capital Lease Obligations [Member] | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | 3,818 |
2,018 | 3,993 |
2,019 | 2,414 |
2,020 | |
2,021 | |
Total | $ 10,225 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jul. 18, 2016USD ($) | Jun. 28, 2016shares | May 31, 2016USD ($) |
Face amount | $ 35,100 | ||
Subsequent Event [Member] | 8% Convertible Note Due July 18, 2017 [Member] | |||
Face amount | $ 9,000 | ||
Percentage of conversion rate discount over the preceding 20 trading days | 0.49 | ||
Subsequent Event [Member] | Convertible Notes [Member] | |||
Number of shares issued | shares | 196,000 |