Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2016 | Jan. 23, 2017 | |
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, 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 | 12,451,116 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Nov. 30, 2016 | Feb. 29, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 63 | $ 2,223 |
Prepaid expenses | 3,484 | |
Total current assets | 63 | 5,707 |
Fixed assets net of accumulated depreciation of $0 and $182, respectively | 3,739 | |
TOTAL ASSETS | 63 | 9,446 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 449,917 | 302,136 |
Advances payable | 1,594 | 1,594 |
Current portion of convertible notes payable, net of discount of $107,766 and $422,298, respectively | 1,382,449 | 515,418 |
Short-term convertible notes payable, net of discount of $47,371 and $7,333, respectively | 73,690 | 38,667 |
Short-term accrued interest payable | 8,548 | |
Current portion of accrued interest payable | 403,947 | 185,447 |
Current portion of automobile lease | 3,775 | |
Total current liabilities | 2,320,145 | 1,047,037 |
Convertible notes payable, net of discount of $365,217 and $500,485, respectively, net of current portion. | 34,919 | 418,521 |
Accrued interest payable | 32,401 | 105,492 |
Capital lease | 7,378 | |
Derivative liability | 5,470,256 | |
TOTAL LIABILITIES | 7,857,721 | 1,578,428 |
STOCKHOLDERS' DEFICIT | ||
Common Stock, $0.001 par value; 480,000,000 shares authorized 9,019,831 and 4,908,816 shares issued and outstanding at November 30, 2016 and February 29, 2016, respectively. | 9,020 | 4,909 |
Series E Preferred Stock, $0.001 par value; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding at November 30, 2016 and February 29, 2016, respectively. | 1,000 | 1,000 |
Preferred Stock, undesignated; 19,000,000 shares authorized; no shares issued and outstanding at November 30, 2016 and February 29, 2016, respectively. | ||
Additional paid-in capital | (41,748,285) | 6,072,872 |
Retained Earnings | 33,880,607 | (7,647,763) |
Total stockholders' deficit | (7,857,658) | (1,568,982) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 63 | $ 9,446 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Nov. 30, 2016 | Feb. 29, 2016 |
Statement of Financial Position [Abstract] | ||
Fixed assets, accumulated depreciation | $ 0 | $ 182 |
Current convertible notes payable, discount | 107,766 | 422,298 |
Short-term convertible notes payable, discount | 47,371 | 7,333 |
Convertible notes payable, discount | $ 365,217 | $ 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 | 9,019,831 | 4,908,816 |
Common Stock, outstanding | 9,019,831 | 4,908,816 |
Series E Preferred Stock, par value (in dollars per share) | $ 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 | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
OPERATING EXPENSES | ||||
General and administrative expenses | $ 119,014 | $ 153,372 | $ 279,609 | $ 419,765 |
Operating Loss | (119,014) | (153,372) | (279,609) | (419,765) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (325,799) | (217,252) | (671,444) | (548,950) |
Gain on asset disposal | 5,789 | 5,789 | ||
Gain on accounts payable forgiveness | 30,000 | |||
Loss on debt covenant violation | (43,000) | |||
Gain on derivative instruments | 31,165,387 | 42,486,634 | ||
Total Other Income | 30,845,377 | (217,252) | 41,807,979 | (548,950) |
NET INCOME (LOSS) | $ 30,726,363 | $ (370,624) | $ 41,528,370 | $ (968,715) |
NET INCOME (LOSS) PER COMMON SHARE - | ||||
Basic (in dollars per share) | $ 4.25 | $ (0.10) | $ 7.13 | $ (0.42) |
Diluted (in dollars per share) | $ 0 | $ (0.10) | $ 0 | $ (0.42) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - | ||||
Basic (in shares) | 7,228,963 | 3,872,587 | 5,822,446 | 2,319,673 |
Diluted (in shares) | 447,034,693 | 3,872,587 | 445,900,309 | 2,319,673 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGE IN SHAREHOLDERS' DEFICIT (UNAUDITED) - 9 months ended Nov. 30, 2016 - USD ($) | Common Stock [Member] | Series E Preferred Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [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 | $ 4,111 | 43,633 | 47,744 | ||
Common stock issued for debt and interest conversion (in shares) | 4,111,015 | ||||
Beneficial conversion feature on issuance of convertible note payable | 35,100 | 35,100 | |||
Derivative liabilities reclassified from additional paid-in capital | (47,899,890) | (47,899,890) | |||
Net Income | 41,528,370 | 41,528,370 | |||
Balance at Ending at Nov. 30, 2016 | $ 9,020 | $ 1,000 | $ (41,748,285) | $ 33,880,607 | $ (7,857,658) |
Balance at Ending (in shares) at Nov. 30, 2016 | 9,019,831 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ 41,528,370 | $ (968,715) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on asset disposal | (5,789) | |
Amortization of discount on convertible note payable | 516,682 | 429,326 |
Depreciation & amortization | 767 | 13,825 |
Gain on debt forgiveness | (30,000) | |
Loss on debt covenant violation | 43,000 | |
Gain on derivative instruments | (42,486,634) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,250 | |
Prepaid expenses | 3,484 | |
Accounts payable and accrued liabilities | 184,781 | (22,671) |
Accrued interest payable | 154,471 | 117,688 |
NET CASH USED IN OPERATING ACTIVITIES | (90,868) | (425,297) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from advances | 35,100 | 428,397 |
Proceeds from convertible promissory notes | 58,500 | |
Repayments of convertible promissory notes | (2,500) | |
Repayment of capital lease | (2,392) | (4,186) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 88,708 | 424,211 |
NET INCREASE (DECREASE) IN CASH | (2,160) | (1,086) |
CASH, at the beginning of the period | 2,223 | 2,679 |
CASH, at the end of the period | 63 | 1,593 |
Cash paid during the period for: | ||
Interest | 291 | |
Taxes | ||
Noncash investing and financing transaction: | ||
Refinancing of advances into convertible notes payable | 35,100 | 426,803 |
Beneficial conversion on convertible note payable | 35,100 | 426,803 |
Conversion of convertible notes payable and interest | 47,744 | 192,996 |
Derivative liabilities reclassified from additional paid-in capital | 47,899,890 | |
Debt discount from recognition of derivative liabilities | $ 57,000 |
General Organization and Busine
General Organization and Business | 9 Months Ended |
Nov. 30, 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 | 9 Months Ended |
Nov. 30, 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 nine months ended November 30, 2016, the Company had negative cash flow from operating activities of $90,868. As of November 30, 2016, the Company had negative working capital of $2,320,082. 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 | 9 Months Ended |
Nov. 30, 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 nine month period ended November 30, 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. Fair Value of Financial Instruments ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It 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 which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. As of November 30, 2016 the significant inputs to the Company’s derivative liability calculation were Level 3 inputs. The following schedule summarizes the valuation of financial instruments at fair value in the balance sheets as of November 30, 2016: Fair Value Measurements as of November 30, 2016 Level 1 Level 2 Level 3 Assets None $ $ $ Total assets — — — Liabilities Warrant derivative liability — — 11,694 Conversion option derivative liability — — 5,458,562 Total liabilities — — 5,470,256 The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy: Nine Months Ended November 30, Three Months Ended November 30, 2016 2015 2016 2015 Beginning balance $ — $ — $ 36,671,152 $ — Change in fair value (42,486,634 ) — (31,165,387 ) — Additions reclassified from equity 47,960,399 — — — Derivative liability reclassed to equity on conversion (60,509 ) — (60,509 ) — Debt discount due to derivative 57,000 — 25,000 — Ending balance $ 5,470,256 $ — $ 5,470,256 $ — |
Advances
Advances | 9 Months Ended |
Nov. 30, 2016 | |
Debt Disclosure [Abstract] | |
Advances | Note 4. Advances During the nine months ended November 30, 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 November 30, 2016 and February 29, 2016, we did not owe Vista View’ anything for advances provided to us or expenses paid on our behalf. At November 30, 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 | 9 Months Ended |
Nov. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5. Related Party Transactions Our chief executive officer is 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 nine months ended November 30, 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 nine months ended November 30, 2016 and 2015, KMDA billed us $35,100 and $149,254, respectively, for those services. As of November 30, 2016 and February 29, 2016, we owed KMDA $183,568 and $217,589, respectively. These amounts are included in accounts payable on the balance sheet. |
Gain on Accounts Payable Forgiv
Gain on Accounts Payable Forgiveness | 9 Months Ended |
Nov. 30, 2016 | |
Gain On Accounts Payable Forgiveness | |
Gain on Accounts Payable Forgiveness | Note 6. Gain on Accounts Payable Forgiveness During the nine months ended November 29, 2016, we impaired the value of our 10 tri-axel truck trailers. The original agreement had called for a payment of $60,000, of which we had paid $30,000. The seller agreed to forgive the remaining $30,000, which we recorded as a gain on debt forgiveness. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Nov. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 7. Convertible Notes Payable Convertible notes payable consist of the following as of November 30, 2016 and February 29, 2016 : Issued Maturity Interest Rate Conversion Rate per Share Balance November 30, 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 November 30, 2014 November 30, 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 November 30, 2015 November 30, 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 11,471 46,000 February 29, 2016 February 28, 2019 10% 60% discount 95,245 95,245 March 22, 2016 March 22, 2017 5% 49% discount 60,000 — May 31, 2016 May 31, 2019 10% 60% discount 35,100 — July 18, 2016 July 18, 2017 8% 49% discount 6,500 — August 30, 2016 August 30, 2107 8% 50% discount 11,770 — September 6, 2016 August 30, 2017 8% 50% discount 31,320 — Total convertible notes payable $ 2,011,412 $ 1,902,722 Less: short-term convertible notes payable (121,061 ) (46,000 ) Less: current portion of convertible notes payable (1,490,215 ) (937,716 ) Less: discount on noncurrent convertible notes payable (365,217 ) (500,485 ) Long-term convertible notes payable, net of discount $ 34,919 $ 418,521 Current portion of convertible notes payable 1,490,215 937,716 Less: discount on current portion of convertible notes payable (107,766 ) (422,298 ) Current portion of convertible notes payable, net of discount $ 1,382,449 $ 515,418 Short-term convertible notes 121,061 46,000 Less: discount on short-term convertible notes (47,371 ) (7,333 ) Short-term convertible notes, net of discount $ 73,690 $ 38,667 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 Issue 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 July 18, 2016 July 18, 2017 8% 49% discount (1) 9,000 2,000 — August 30, 2016 August 30, 2017 8% 50% discount (4) 25,000 — — September 6, 2016 August 30, 2017 8% 50% discount (3) 31,320 6,320 — Total $ 140,420 $ 14,820 $ 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. (3) This note is convertible at 50% discount to the lowest trading price over the preceding 20 trading days. The note becomes convertible 180 days after issuance. (4) This note is convertible at 50% discount to the lowest trading price over the preceding 20 trading days. As this note was a modification of an existing note that was convertible, it is immediately convertible. Advances Refinanced into Convertible Notes During the nine months ended November 30, 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 shares 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. On September 6, 2016, we issued a convertible promissory note with a face value of $31,320. The note has an original issue discount of $6,320. The note matures on August 30, 2017, and bears interest at 8% per annum. The terms of the note allow the noteholder to convert principal and accrued interest into shares of common stock beginning 180 days after issuance. The variable conversion rate is a 50% discount to the lowest trading price over the preceding 20 trading days. We 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 payment of Accounts Payable On July 18, 2016, we issued a convertible promissory note for $9,000, with an original issue discount of $2,000. The note matures on July 18, 2017, and bears interest at 8% per annum. The noteholder paid the proceeds from this note directly to one of our vendors to reduce our outstanding account payable. The terms of the note allow the noteholder to convert principal and accrued interest into shares of 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. We evaluated the terms of the notes 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 conversion features met the definition of a liability and therefore we bifurcated the conversion feature and account for it as a separate derivative liability. We recognized a $19,894 derivative liability related to the note using Black-Scholes model, $7,000 of which was recorded as a discount, and $12,894 as a loss on derivative instruments. Due to the embedded derivative, we had to evaluate our existing convertible notes for derivative liabilities. See Note 8. The terms of the convertible note required us to issue 900,000 warrants with a strike price of $0.01 per share, with a maturity date of July 18, 2021. We recognized $117,058 derivative liability, which was immediately recognized as a loss on derivative instruments. Violation of Debt Covenants We violated the terms of our agreements for the convertible notes dated February 3, 2016 and March 22, 2016 on July 20, 2016 and July 25, 2016, respectively. The agreement had required us to file all quarterly and annual reports with the SEC on time. We filed our quarterly report on form 10-Q for the period May 31, 2016 after the deadline. As a result, the annual interest rate on each note increased from 5% per year to 18% per year. Additionally, the agreement called for us to increase the principal balance of the notes by 50% of their original face value. We recognized a loss on debt covenant violations of $23,000 and $20,000 on the notes dates February 3, 2016 and March 22, 2016, respectively. $25,000 of one of the note was re-assigned to another note holder and convertible immediately. The conversion feature was determined to be derivative liabilities, see Note 8. Conversions to common stock During nine months ended November 30, 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 August 8, 2016 9,871 175,000 August 26, 2016 9,425 264,000 September 8, 2016 6,003 193,633 September 9, 2016 7,268 285,000 September 22, 2016 3,065 299,000 September 29, 2016 3,486 574,635 October 11, 2016 1,713 339,142 November 7, 2016 2,868 1,075,249 November 23, 2016 2,146 715,356 Total $ 47,744 4,111,015 |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Nov. 30, 2016 | |
Derivative Liability [Abstract] | |
Derivative Liabilities | Note 8. Derivative Liabilities On July 18, 2016, we issued a convertible promissory note with embedded variable price conversion options that is determined to be derivative instrument (see Note 7). We recognized a derivative liability of $19,894, which was recorded as a $7,000 discount to the note and a loss on derivative instruments of $12,894. The same note required us to issue 900,000 warrants, which are also valued as a derivative instrument. Therefore, we recognized a derivative liability $117,058. This was recorded as a $117,058 loss on derivative instruments. The embedded derivative in the July 18, 2016 convertible note tainted our outstanding convertible notes issues prior to that period. We calculated a $47,960,399 derivative liability related to those notes, which we reclassified from additional paid-in capital. On August 30, 2016, we issued a modified convertible promissory note for $25,000, which had an embedded derivative liability of $48,833. We recognized this as a $25,000 discount against the note and a $23,833 loss on derivative instruments. On September 6, 2016, we issued a convertible promissory note for $31,320, which had an embedded derivative liability of $50,500, which we recorded as a $25,000 discount against the note, and a $25,500 loss on derivative instruments. During the nine months ended November 30, 2016, we released $60,509 of our derivative liability to equity due to conversions of principal on the associated notes. On November 30, 2016, we revalued the fair value all of our derivative instruments and determined that we had total derivative liabilities of $5,470,256. During the nine months ended November 30, 2016, we recognized gain on derivative of $42,486,634. The Company estimated the fair value of the derivative liabilities using the Black-Scholes option pricing model using the following key assumptions during the nine months ended November 30, 2016 Expected dividends — % Expected term (years) 0.25 – 5.00 Volatility 291% – 598 % Risk-free rate 1.57% – 2.37 % |
Gain on Disposal of Assets
Gain on Disposal of Assets | 9 Months Ended |
Nov. 30, 2016 | |
Gain (Loss) on Disposition of Assets [Abstract] | |
Gain on Disposal of Assets | Note 9. Gain on Disposal of Assets On September 30, 2016, we terminated the capital lease of our delivery van, with mutual agreement with the leaseholder. As such, On September 30, 2016 we wrote off both the asset value of the van and the capital lease obligation. The difference is recorded to gain on asset disposal. |
Debt Payment Obligations
Debt Payment Obligations | 9 Months Ended |
Nov. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Payment Obligations | Note 10. Debt Payment Obligations Twelve months ended November 30, 2017 2018 2019 2020 2021 Total Convertible notes $ 1,611,276 $ 269,791 $ 130,345 $ — $ — $ 2,011,412 Total $ 1,611,276 $ 269,791 $ 130,345 $ — $ — $ 2,011,412 |
Earnings per Share
Earnings per Share | 9 Months Ended |
Nov. 30, 2016 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - | |
Earnings per Share | Note 11. Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS is similarly calculated except that the common shares outstanding for the period is increased to reflect the potential dilution that could occur if outstanding convertible notes payable were converted and warrants were exercised. Anti-dilutive shares represent potentially dilutive securities that which are excluded from the computation of diluted income or loss per share as their impact would be anti-dilutive. The following is a calculation of basic and diluted weighted-average shares outstanding: Nine Months Ended November 30, Three Months Ended November 30, 2016 2015 2016 2015 Weighted-average shares – basic 5,822,446 2,319,673 7,228,963 3,872,587 Dilution effect of warrants 811,216 — 539,083 — Dilution effect of convertible notes payable 439,266,647 — 439,266,647 — Weighted-average shares - diluted 445,900,309 2,319,673 447,043,693 3,872,587 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events On December 2, 2016, the holder of the modified convertible promissory note dated August 30, 2016, converted $2,986 of principal and accrued interest into 891,304 shares of common stock. On December 19, 2016, the holder of the modified convertible promissory note dated August 30, 2016, converted $3,703 of principal and accrued interest into 892,173 shares of common stock. On December 28, 2016, the holder of the modified convertible promissory note date August 30, 2016, converted $2,670 of principal and accrued interest into 1,067,808 shares of common stock. On January 4, 2017, the holder of the convertible promissory note dated November 30, 2013, modified a $2,500 portion of the note into a convertible debenture. The debenture is non-interest bearing, matures on January 4, 2018, and is convertible into shares of our common stock at a rate of $0.001 per share. On January 5, 2017, the holder of the convertible debenture issues on January 4, 2017 converted $580 of principal into 580,000 shares of our common stock. On January 13, 2017, we issued a new convertible promissory note with a face value of $38,000. The note matures on October 28, 2017 and bears interest at 8% per annum. The note is convertible into shares of common stock at a 40% discount to the average of the three lowest trading prices over the preceding ten trading days. |
Significant Accounting Polici19
Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 30, 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 nine month period ended November 30, 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It 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 which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. As of November 30, 2016 the significant inputs to the Company’s derivative liability calculation were Level 3 inputs. The following schedule summarizes the valuation of financial instruments at fair value in the balance sheets as of November 30, 2016: Fair Value Measurements as of November 30, 2016 Level 1 Level 2 Level 3 Assets None $ $ $ Total assets — — — Liabilities Warrant derivative liability — — 11,694 Conversion option derivative liability — — 5,458,562 Total liabilities — — 5,470,256 The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy: Nine Months Ended November 30, Three Months Ended November 30, 2016 2015 2016 2015 Beginning balance $ — $ — $ 36,671,152 $ — Change in fair value (42,486,634 ) — (31,165,387 ) — Additions reclassified from equity 47,960,399 — — — Derivative liability reclassed to equity on conversion (60,509 ) — (60,509 ) — Debt discount due to derivative 57,000 — 25,000 — Ending balance $ 5,470,256 $ — $ 5,470,256 $ — |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of financial instruments at fair value | The following schedule summarizes the valuation of financial instruments at fair value in the balance sheets as of November 30, 2016: Fair Value Measurements as of November 30, 2016 Level 1 Level 2 Level 3 Assets None $ $ $ Total assets — — — Liabilities Warrant derivative liability — — 11,694 Conversion option derivative liability — — 5,458,562 Total liabilities — — 5,470,256 |
Schedule of reconciliation of fair value of financial assets and liabilities classified as Level 3 | The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy: Nine Months Ended November 30, Three Months Ended November 30, 2016 2015 2016 2015 Beginning balance $ — $ — $ 36,671,152 $ — Change in fair value (42,486,634 ) — (31,165,387 ) — Additions reclassified from equity 47,960,399 — — — Derivative liability reclassed to equity on conversion (60,509 ) — (60,509 ) — Debt discount due to derivative 57,000 — 25,000 — Ending balance $ 5,470,256 $ — $ 5,470,256 $ — |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consist of the following as of November 30, 2016 and February 29, 2016 : Issued Maturity Interest Rate Conversion Rate per Share Balance November 30, 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 November 30, 2014 November 30, 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 November 30, 2015 November 30, 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 11,471 46,000 February 29, 2016 February 28, 2019 10% 60% discount 95,245 95,245 March 22, 2016 March 22, 2017 5% 49% discount 60,000 — May 31, 2016 May 31, 2019 10% 60% discount 35,100 — July 18, 2016 July 18, 2017 8% 49% discount 6,500 — August 30, 2016 August 30, 2107 8% 50% discount 11,770 — September 6, 2016 August 30, 2017 8% 50% discount 31,320 — Total convertible notes payable $ 2,011,412 $ 1,902,722 Less: short-term convertible notes payable (121,061 ) (46,000 ) Less: current portion of convertible notes payable (1,490,215 ) (937,716 ) Less: discount on noncurrent convertible notes payable (365,217 ) (500,485 ) Long-term convertible notes payable, net of discount $ 34,919 $ 418,521 Current portion of convertible notes payable 1,490,215 937,716 Less: discount on current portion of convertible notes payable (107,766 ) (422,298 ) Current portion of convertible notes payable, net of discount $ 1,382,449 $ 515,418 Short-term convertible notes 121,061 46,000 Less: discount on short-term convertible notes (47,371 ) (7,333 ) Short-term convertible notes, net of discount $ 73,690 $ 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 July 18, 2016 July 18, 2017 8% 49% discount (1) 9,000 2,000 — August 30, 2016 August 30, 2017 8% 50% discount (4) 25,000 — — September 6, 2016 August 30, 2017 8% 50% discount (3) 31,320 6,320 — Total $ 140,420 $ 14,820 $ 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. (3) This note is convertible at 50% discount to the lowest trading price over the preceding 20 trading days. The note becomes convertible 180 days after issuance. (4) This note is convertible at 50% discount to the lowest trading price over the preceding 20 trading days. As this note was a modification of an existing note that was convertible, it is immediately convertible. |
Schedule of conversion of convertible notes payable | Date Amount Converted Number of Shares Issued March 1, 2016 $ 1,900 190,000 August 8, 2016 9,871 175,000 August 26, 2016 9,425 264,000 September 8, 2016 6,003 193,633 September 9, 2016 7,268 285,000 September 22, 2016 3,065 299,000 September 29, 2016 3,486 574,635 October 11, 2016 1,713 339,142 November 7, 2016 2,868 1,075,249 November 23, 2016 2,146 715,356 Total $ 47,744 4,111,015 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Derivative Liability [Abstract] | |
Schedule of fair value derivative liabilities | The Company estimated the fair value of the derivative liabilities using the Black-Scholes option pricing model using the following key assumptions during the nine months ended November 30, 2016 Expected dividends — % Expected term (years) 0.25 – 5.00 Volatility 291% – 598 % Risk-free rate 1.57% – 2.37 % |
Debt Payment Obligations (Table
Debt Payment Obligations (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of debt payment obligations | Twelve months ended November 30, 2017 2018 2019 2020 2021 Total Convertible notes $ 1,611,276 $ 269,791 $ 130,345 $ — $ — $ 2,011,412 Total $ 1,611,276 $ 269,791 $ 130,345 $ — $ — $ 2,011,412 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - | |
Schedule of basic and diluted weighted-average shares outstanding | The following is a calculation of basic and diluted weighted-average shares outstanding: Nine Months Ended November 30, Three Months Ended November 30, 2016 2015 2016 2015 Weighted-average shares – basic 5,822,446 2,319,673 7,228,963 3,872,587 Dilution effect of warrants 811,216 — 539,083 — Dilution effect of convertible notes payable 439,266,647 — 439,266,647 — Weighted-average shares - diluted 445,900,309 2,319,673 447,043,693 3,872,587 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 9 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Accounting Policies [Abstract] | ||
Cash flow from operating activities | $ (90,868) | $ (425,297) |
Working capital deficit | $ (2,320,082) |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details) | Nov. 30, 2016USD ($) |
Fair Value, Level 1 [Member] | |
Assets | |
Total assets | |
Liabilities | |
Warrant derivative liability | |
Conversion option derivative liability | |
Total liabilities | |
Fair Value, Level 2 [Member] | |
Assets | |
Total assets | |
Liabilities | |
Warrant derivative liability | |
Conversion option derivative liability | |
Total liabilities | |
Fair Value, Level 3 [Member] | |
Assets | |
Total assets | |
Liabilities | |
Warrant derivative liability | 11,694 |
Conversion option derivative liability | 5,458,562 |
Total liabilities | $ 5,470,256 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Beginning balance | $ 36,671,152 | |||
Change in fair value | (31,165,387) | (42,486,634) | ||
Additions reclassified from equity | 47,960,399 | |||
Derivative liability reclassed to equity on conversion | (60,509) | (60,509) | ||
Debt discount due to derivative | 25,000 | 57,000 | ||
Ending balance | $ 5,470,256 | $ 5,470,256 |
Advances (Details Narrative)
Advances (Details Narrative) - USD ($) | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Feb. 29, 2016 | |
Convertible notes payable | $ 2,011,412 | $ 1,902,722 | |
Advances payable | 1,594 | 1,594 | |
Proceeds from convertible promissory note | 58,500 | ||
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 convertible promissory note | 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 ($) | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Feb. 29, 2016 | |
Advances from lender | $ 35,100 | $ 149,254 | |
Due to related parties | $ 183,568 | $ 217,589 |
Gain on Accounts Payable Forg30
Gain on Accounts Payable Forgiveness (Details Narrative) | 9 Months Ended | |
Nov. 30, 2016USD ($)Truck | Nov. 30, 2015USD ($) | |
Gain On Accounts Payable Forgiveness | ||
Accounts payble under agreement | $ 60,000 | |
Gain on accounts payable forgiveness | $ 30,000 | |
Number of trucks | Truck | 10 | |
Payments of debt | $ 30,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) | Sep. 06, 2016USD ($) | Jul. 18, 2016 | Mar. 22, 2016 | Nov. 30, 2016USD ($)$ / shares | Feb. 29, 2016USD ($)$ / shares | ||
Total convertible notes payable | $ 2,011,412 | $ 1,902,722 | |||||
Less: short-term convertible notes payable | (121,061) | (46,000) | |||||
Less: current portion of convertible notes payable | (1,490,215) | (937,716) | |||||
Less: discount on noncurrent convertible notes payable | (365,217) | (500,485) | |||||
Long-term convertible notes payable, net of discount | 34,919 | 418,521 | |||||
Current portion of convertible notes payable | 1,490,215 | 937,716 | |||||
Less: discount on current portion of convertible notes payable | (107,766) | (422,298) | |||||
Current portion of convertible notes payable, net of discount | 1,382,449 | 515,418 | |||||
Short-term convertible notes | 121,061 | 46,000 | |||||
Less: discount on short-term convertible notes | (47,371) | (7,333) | |||||
Short-term convertible notes, net of discount | $ 73,690 | $ 38,667 | |||||
7% Convertible Note Due February 27, 2013 [Member] | |||||||
Issuance date | Feb. 28, 2011 | Feb. 28, 2011 | |||||
Conversion rate per share | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 0.01 | $ 0.01 | |||||
Total convertible notes payable | $ 396,958 | $ 396,958 | |||||
10% Convertible Note Due November 30, 2016 [Member] | |||||||
Issuance date | Nov. 30, 2014 | Nov. 30, 2014 | |||||
Conversion rate per share | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 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 | $ / shares | $ 1 | $ 1 | |||||
Total convertible notes payable | $ 65,383 | $ 65,383 | |||||
10% Convertible Note Due November 30, 2017 [Member] | |||||||
Issuance date | Nov. 30, 2015 | Nov. 30, 2015 | |||||
Conversion rate per share | $ / shares | $ 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 | $ / shares | $ 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 | |||||
Percentage of conversion rate discount | 0.49 | 0.49 | |||||
Total convertible notes payable | $ 11,471 | $ 46,000 | |||||
10% Convertible Note Due February 28, 2019 [Member] | |||||||
Issuance date | Feb. 29, 2016 | Feb. 29, 2016 | |||||
Percentage of conversion rate discount | 0.60 | 0.60 | |||||
Total convertible notes payable | $ 95,245 | $ 95,245 | |||||
5% Convertible Note Due March 22, 2017 [Member] | |||||||
Issuance date | Mar. 22, 2016 | ||||||
Percentage of conversion rate discount | 0.49 | 0.49 | [1] | ||||
Total convertible notes payable | $ 60,000 | ||||||
10% Convertible Note Due May 31, 2019 [Member] | |||||||
Issuance date | May 31, 2016 | ||||||
Percentage of conversion rate discount | [2] | 0.60 | |||||
Total convertible notes payable | $ 35,100 | ||||||
8% Convertible Note Due July 18, 2017 [Member] | |||||||
Issuance date | Jul. 18, 2016 | ||||||
Percentage of conversion rate discount | 0.49 | 0.49 | [1] | ||||
Total convertible notes payable | $ 6,500 | ||||||
8% Convertible Note Due August 30, 2017 [Member] | |||||||
Issuance date | Sep. 6, 2016 | ||||||
Percentage of conversion rate discount | 0.50 | 0.50 | [3] | ||||
Total convertible notes payable | $ 31,320 | $ 31,320 | |||||
8% Convertible Note Due August 30, 2107 [Member] | |||||||
Issuance date | Aug. 30, 2016 | ||||||
Percentage of conversion rate discount | 0.50 | ||||||
Total convertible notes payable | $ 11,770 | ||||||
[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 $0.01 per share. | ||||||
[3] | This note is convertible at 50% discount to the lowest trading price over the preceding 20 trading days. The note becomes convertible 180 days after issuance. |
Convertible Notes Payable (De32
Convertible Notes Payable (Details 1) | Sep. 06, 2016USD ($) | Jul. 18, 2016USD ($) | Mar. 22, 2016USD ($) | Nov. 30, 2016USD ($) | ||
Beneficial Conversion Feature | $ 35,100 | |||||
5% Convertible Note Due March 22, 2017 [Member] | ||||||
Issuance Date | Mar. 22, 2016 | |||||
Percentage of conversion rate discount | 0.49 | 0.49 | [1] | |||
Amount of Note | $ 40,000 | $ 40,000 | ||||
Original Issue Discount | $ 6,500 | 6,500 | ||||
Beneficial Conversion Feature | ||||||
10% Convertible Note Due May 31, 2019 [Member] | ||||||
Issuance Date | May 31, 2016 | |||||
Percentage of conversion rate discount | [2] | 0.60 | ||||
Amount of Note | $ 35,100 | |||||
Original Issue Discount | ||||||
Beneficial Conversion Feature | $ 35,100 | |||||
8% Convertible Note Due July 18, 2017 [Member] | ||||||
Issuance Date | Jul. 18, 2016 | |||||
Percentage of conversion rate discount | 0.49 | 0.49 | [1] | |||
Amount of Note | $ 9,000 | $ 9,000 | ||||
Original Issue Discount | $ 2,000 | 2,000 | ||||
Beneficial Conversion Feature | ||||||
8% Convertible Note Due August 30, 2017 [Member] | ||||||
Issuance Date | Aug. 30, 2016 | |||||
Percentage of conversion rate discount | [3] | 0.50 | ||||
Amount of Note | $ 25,000 | |||||
Original Issue Discount | ||||||
Beneficial Conversion Feature | ||||||
8% Convertible Note Due August 30, 2017 [Member] | ||||||
Issuance Date | Sep. 6, 2016 | |||||
Percentage of conversion rate discount | 0.50 | 0.50 | [4] | |||
Amount of Note | $ 31,320 | $ 31,320 | ||||
Original Issue Discount | $ 6,320 | 6,320 | ||||
Beneficial Conversion Feature | ||||||
Convertible Notes [Member] | ||||||
Amount of Note | 140,420 | |||||
Original Issue Discount | 14,820 | |||||
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 $0.01 per share. | |||||
[3] | This note is convertible at 50% discount to the lowest trading price over the preceding 20 trading days. As this note was a modification of an existing note that was convertible, it is immediately convertible. | |||||
[4] | This note is convertible at 50% discount to the lowest trading price over the preceding 20 trading days. The note becomes convertible 180 days after issuance. |
Convertible Notes Payable (De33
Convertible Notes Payable (Details 2) - 10% Convertible Note Due February 28, 2017 [Member] | 9 Months Ended |
Nov. 30, 2016USD ($)shares | |
Amount converted | $ | $ 47,744 |
Number of shares issued | shares | 4,111,015 |
March 1, 2016 [Member] | |
Amount converted | $ | $ 1,900 |
Number of shares issued | shares | 190,000 |
August 8, 2016 [Member] | |
Amount converted | $ | $ 9,871 |
Number of shares issued | shares | 175,000 |
August 26, 2016 [Member] | |
Amount converted | $ | $ 9,425 |
Number of shares issued | shares | 264,000 |
September 8, 2016 [Member] | |
Amount converted | $ | $ 6,003 |
Number of shares issued | shares | 193,633 |
September 9, 2016 [Member] | |
Amount converted | $ | $ 7,268 |
Number of shares issued | shares | 285,000 |
September 22, 2016 [Member] | |
Amount converted | $ | $ 3,065 |
Number of shares issued | shares | 299,000 |
September 29, 2016 [Member] | |
Amount converted | $ | $ 3,486 |
Number of shares issued | shares | 574,635 |
October 11, 2016 [Member] | |
Amount converted | $ | $ 1,713 |
Number of shares issued | shares | 339,142 |
November 7, 2016 [Member] | |
Amount converted | $ | $ 2,868 |
Number of shares issued | shares | 1,075,249 |
November 23, 2016 [Member] | |
Amount converted | $ | $ 2,146 |
Number of shares issued | shares | 715,356 |
Convertible Notes Payable (De34
Convertible Notes Payable (Details Narrative) | Sep. 06, 2016USD ($) | Jul. 18, 2016USD ($)$ / sharesshares | Mar. 22, 2016USD ($) | Nov. 30, 2016USD ($)$ / shares | Nov. 30, 2015USD ($) | Feb. 29, 2016USD ($) | ||
Beneficial conversion discount on convertible note payable | $ 35,100 | |||||||
Amortization of discount on convertible note payable | 516,682 | $ 429,326 | ||||||
Derivative liabilities | 5,470,256 | |||||||
Gain (loss) on derivative instruments | 42,486,634 | |||||||
Loss on debt covenant violations | $ 43,000 | |||||||
Effective interest rate | 317.38% | |||||||
10% Convertible Note Due May 31, 2019 [Member] | ||||||||
Beneficial conversion discount on convertible note payable | $ 35,100 | |||||||
Face amount | 35,100 | |||||||
Original issue discount | ||||||||
Percentage of conversion rate discount over the preceding 20 trading days | [1] | 0.60 | ||||||
Effective interest rate | 26.12% | |||||||
10% Convertible Note Due May 31, 2019 [Member] | Minimum [Member] | ||||||||
Conversion rate per share (in dollars per share) | $ / shares | $ 0.01 | |||||||
5% Convertible Note Due March 22, 2017 [Member] | ||||||||
Beneficial conversion discount on convertible note payable | ||||||||
Face amount | $ 40,000 | 40,000 | ||||||
Original issue discount | $ 6,500 | $ 6,500 | ||||||
Percentage of conversion rate discount over the preceding 20 trading days | 0.49 | 0.49 | [2] | |||||
Description of debt covenants | Agreement had required us to file all quarterly and annual reports with the SEC on time. We filed our quarterly report on form 10-Q for the period May 31, 2016 after the deadline. As a result, the annual interest rate on each note increased from 5% per year to 18% per year. Additionally, the agreement called for us to increase the principal balance of the notes by 50% of their original face value. $25,000 of one of the note was re-assigned to another note holder and convertible immediately. The conversion feature was determined to be derivative liabilities. | |||||||
Loss on debt covenant violations | $ 20,000 | |||||||
8% Convertible Note Due August 30, 2017 [Member] | ||||||||
Beneficial conversion discount on convertible note payable | ||||||||
Face amount | $ 31,320 | 31,320 | ||||||
Original issue discount | $ 6,320 | $ 6,320 | ||||||
Percentage of conversion rate discount over the preceding 20 trading days | 0.50 | 0.50 | [3] | |||||
Derivative liabilities | $ 50,500 | |||||||
Derivative liabilities recorded as discount on debt instrument | 25,000 | |||||||
Gain (loss) on derivative instruments | $ 25,500 | |||||||
Effective interest rate | 2361.00% | |||||||
8% Convertible Note Due July 18, 2017 [Member] | ||||||||
Beneficial conversion discount on convertible note payable | ||||||||
Face amount | $ 9,000 | 9,000 | ||||||
Original issue discount | $ 2,000 | $ 2,000 | ||||||
Percentage of conversion rate discount over the preceding 20 trading days | 0.49 | 0.49 | [2] | |||||
Derivative liabilities | $ 19,894 | |||||||
Derivative liabilities recorded as discount on debt instrument | 7,000 | |||||||
Gain (loss) on derivative instruments | (12,894) | |||||||
8% Convertible Note Due July 18, 2017 [Member] | Warrant [Member] | ||||||||
Derivative liabilities | 117,058 | |||||||
Gain (loss) on derivative instruments | $ (117,058) | |||||||
Number of warrants issued | shares | 900,000 | |||||||
Strike price (in dollars per share) | $ / shares | $ 0.01 | |||||||
Maturity date | Jul. 18, 2021 | |||||||
5% Convertible Note Due February 3, 2017 [Member] | ||||||||
Percentage of conversion rate discount over the preceding 20 trading days | 0.49 | 0.49 | ||||||
Description of debt covenants | Agreement had required us to file all quarterly and annual reports with the SEC on time. We filed our quarterly report on form 10-Q for the period May 31, 2016 after the deadline. As a result, the annual interest rate on each note increased from 5% per year to 18% per year. Additionally, the agreement called for us to increase the principal balance of the notes by 50% of their original face value. $25,000 of one of the note was re-assigned to another note holder and convertible immediately. The conversion feature was determined to be derivative liabilities. | |||||||
Loss on debt covenant violations | $ 23,000 | |||||||
[1] | 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 $0.01 per share. | |||||||
[2] | This note is convertible at 49% discount to the lowest trading price over the preceding 20 trading days. The note becomes convertible 180 days after issuance. | |||||||
[3] | This note is convertible at 50% discount to the lowest trading price over the preceding 20 trading days. The note becomes convertible 180 days after issuance. |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 9 Months Ended |
Nov. 30, 2016 | |
Derivative Liabilities [Abstract] | |
Expected dividends | |
Minimum [Member] | |
Derivative Liabilities [Abstract] | |
Expected term (years) | 3 months |
Volatility | 291.00% |
Risk-free rate | 1.57% |
Maximum [Member] | |
Derivative Liabilities [Abstract] | |
Expected term (years) | 5 years |
Volatility | 598.00% |
Risk-free rate | 2.37% |
Derivative Liabilities (Detai36
Derivative Liabilities (Details Narrative) - USD ($) | Sep. 06, 2016 | Aug. 30, 2016 | Jul. 18, 2016 | Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | Feb. 29, 2016 |
Derivative liabilities | $ 5,470,256 | $ 5,470,256 | ||||||
Gain (loss) on derivative instruments | 42,486,634 | |||||||
Derivative liabilities reclassified from additional paid-in capital | 47,899,890 | |||||||
Convertible notes payable | 2,011,412 | 2,011,412 | 1,902,722 | |||||
Derivative liability reclassed to equity on conversion | (60,509) | (60,509) | ||||||
8% Convertible Note Due July 18, 2017 [Member] | ||||||||
Derivative liabilities | $ 19,894 | |||||||
Derivative liabilities recorded as discount on debt instrument | 7,000 | |||||||
Gain (loss) on derivative instruments | (12,894) | |||||||
Derivative liabilities reclassified from additional paid-in capital | 47,960,399 | |||||||
Face amount | 9,000 | 9,000 | 9,000 | |||||
Convertible notes payable | 6,500 | 6,500 | ||||||
8% Convertible Note Due July 18, 2017 [Member] | Warrant [Member] | ||||||||
Derivative liabilities | 117,058 | |||||||
Gain (loss) on derivative instruments | $ (117,058) | |||||||
Number of warrants issued | 900,000 | |||||||
Modified Convertible Promissory Note [Member] | ||||||||
Derivative liabilities | $ 48,833 | |||||||
Derivative liabilities recorded as discount on debt instrument | 25,000 | |||||||
Gain (loss) on derivative instruments | 23,833 | |||||||
Face amount | $ 25,000 | |||||||
Convertible notes payable | 11,770 | 11,770 | ||||||
8% Convertible Note Due August 30, 2017 [Member] | ||||||||
Derivative liabilities | $ 50,500 | |||||||
Derivative liabilities recorded as discount on debt instrument | 25,000 | |||||||
Gain (loss) on derivative instruments | 25,500 | |||||||
Face amount | 31,320 | 31,320 | 31,320 | |||||
Convertible notes payable | $ 31,320 | $ 31,320 | $ 31,320 |
Debt Payment Obligations (Detai
Debt Payment Obligations (Details) | Nov. 30, 2016USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | $ 1,611,276 |
2,018 | 269,791 |
2,019 | 130,345 |
2,020 | |
2,021 | |
Total | 2,011,412 |
Convertible Notes [Member] | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | 1,611,276 |
2,018 | 269,791 |
2,019 | 130,345 |
2,020 | |
2,021 | |
Total | $ 2,011,412 |
Earnings per Share (Details)
Earnings per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - | ||||
Weighted-average shares - basic | 7,228,963 | 3,872,587 | 5,822,446 | 2,319,673 |
Dilution effect of warrants | 539,083 | 811,216 | ||
Dilution effect of convertible notes payable | 439,266,647 | 439,266,647 | ||
Weighted-average shares - diluted | 447,034,693 | 3,872,587 | 445,900,309 | 2,319,673 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 13, 2017 | Jan. 05, 2017 | Jan. 04, 2017 | Dec. 28, 2016 | Dec. 19, 2016 | Dec. 02, 2016 | Nov. 30, 2016 | Sep. 06, 2016 | Aug. 30, 2016 | Feb. 29, 2016 |
8% Convertible Note Due August 30, 2017 [Member] | ||||||||||
Convertible note, face amount | $ 31,320 | $ 31,320 | ||||||||
8% Convertible Note Due October 28, 2017 [Member] | ||||||||||
Convertible note, face amount | $ 25,000 | |||||||||
10% Convertible Note Due November 30, 2017 [Member] | ||||||||||
Conversion rate per share | $ 0.01 | $ 0.01 | ||||||||
Subsequent Event [Member] | 8% Convertible Note Due August 30, 2017 [Member] | ||||||||||
Principal and accrued interest | $ 2,670 | $ 3,703 | $ 2,986 | |||||||
Common shares issued upon conversion | 1,067,808 | 892,173 | 891,304 | |||||||
Subsequent Event [Member] | 8% Convertible Note Due October 28, 2017 [Member] | ||||||||||
Convertible note, face amount | $ 38,000 | |||||||||
Convertible note, conversion feature | Note is convertible into shares of common stock at a 40% discount to the average of the three lowest trading prices over the preceding ten trading days. | |||||||||
Interest rate on convertible note | 8.00% | |||||||||
Subsequent Event [Member] | 10% Convertible Note Due November 30, 2017 [Member] | ||||||||||
Common shares issued upon conversion | 580,000 | |||||||||
Convertible note, face amount | $ 580 | |||||||||
Value of convertible debenture | $ 2,500 | |||||||||
Conversion rate per share | $ 0.001 |