Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 31, 2017 | Apr. 13, 2018 | |
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 | Aug. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 125,004,554 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
Current assets: | ||
Cash | $ 14,154 | $ 56,907 |
Accounts receivable | 15,000 | 7,778 |
Deposits on robots | 237,400 | 150,000 |
Note receivable | 40,000 | |
Total current assets | 306,554 | 214,685 |
Revenue earning robots, net of accumulated depreciation of $5,390 and $3,544, respectively | 27,130 | 81,506 |
Fixed assets, net of accumulated depreciation of $22,838 and $2,650, respectively | 99,829 | 45,052 |
Security deposit | 25,747 | |
Total assets | 459,260 | 341,243 |
Current liabilities: | ||
Accounts payable and accrued expenses | 135,567 | 12,720 |
Advances payable | 1,594 | |
Customer deposits | 20,000 | |
Current portion of convertible notes payable, net of discount of $1,176,073 and $0, respectively | 1,611,431 | |
Loan payable - related party | 119,791 | 62,529 |
Vehicle loan - current portion | 8,230 | 7,900 |
Current portion of accrued interest payable | 548,066 | |
Derivative liability | 11,672,321 | |
Total current liabilities | 14,097,000 | 103,149 |
Convertible notes payable, net of discount of $898,251 and $0, respectively | 66,885 | 365,000 |
Accrued interest payable | 85,264 | |
Customer deposits | 10,000 | |
Vehicle loan | 33,901 | 38,134 |
Total liabilities | 14,293,050 | 506,283 |
Shareholders' deficit: | ||
Preferred Stock, undesignated; 15,645,650 shares authorized; no shares issued and outstanding, respectively | ||
Series E Preferred Stock, $0.001 par value; 4,350,000 shares authorized; 4,350,000 and 3,350,000 shares issued and outstanding, respectively | 4,350 | 3,350 |
Series F Convertible Preferred Stock, $1.00 par value; 4,350 shares authorized; 3,450 and 2,450 shares issued and outstanding, respectively | 3,450 | 2,450 |
Common Stock, $0.001 par value; 480,000,000 shares authorized 101,987,887 and no shares issued and, respectively | 101,988 | |
Additional paid-in capital | 320,445 | 13,857 |
Accumulated deficit | (14,264,023) | (184,697) |
Total shareholders' deficit | (13,833,790) | (165,040) |
Total liabilities and shareholders' deficit | $ 459,260 | $ 341,243 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
Statement of Financial Position [Abstract] | ||
Revenue earning robots, accumulated depreciation | $ 5,390 | $ 3,544 |
Fixed assets, accumulated depreciation | 22,838 | 2,650 |
Current portion of convertible notes payable net of unamortized discount | 1,176,073 | 0 |
Convertible notes payable net of discount | $ 898,251 | $ 0 |
Common Stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Common Stock, authorized | 480,000,000 | 480,000,000 |
Common Stock, issued | 101,987,887 | 0 |
Series E Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Series E Preferred Stock, authorized | 4,350,000 | 4,350,000 |
Series E Preferred Stock, issued | 4,350,000 | 3,350,000 |
Series E Preferred Stock, outstanding | 4,350,000 | 3,350,000 |
Series F Preferred Stock, par value (in dollars per share) | $ 1 | $ 1 |
Series F Preferred Stock, authorized | 4,350 | 4,350 |
Series F Preferred Stock, issued | 3,450 | 2,450 |
Series F Preferred Stock, outstanding | 3,450 | 2,450 |
Preferred Stock, undesignated, par value (in dollars per share) | ||
Preferred Stock, undesignated, authorized | 15,645,650 | 15,645,650 |
Preferred Stock, undesignated, issued | 0 | 0 |
Preferred Stock, undesignated, outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2017 | |
Income Statement [Abstract] | |||
Revenues | $ 35,000 | $ 35,000 | |
Operating expenses: | |||
Research and development | 82,997 | 89,633 | |
General and administrative | 2,240 | 423,081 | 729,990 |
Depreciation | 14,958 | 33,694 | |
Loss on impairment of fixed assets | 92,942 | 92,942 | |
Total operating expenses | 2,240 | 613,978 | 946,259 |
Loss from operations | (2,240) | (578,978) | (911,259) |
Other income (expense) | |||
Change in fair value of derivative instruments | 751,241 | 751,241 | |
Interest expense | (2,836,447) | (2,848,795) | |
Total other income (expense) | (2,085,206) | (2,097,554) | |
Net loss | $ (2,240) | $ (2,664,184) | $ (3,008,813) |
Net loss per common share - basic and diluted (in dollars per shares) | $ (0.60) | $ (0.06) | |
Weighted average common share outstanding - basic and diluted (in shares) | 4,434,256 | 2,217,128 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 1 Months Ended | 6 Months Ended |
Aug. 31, 2016 | Aug. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,240) | $ (3,008,813) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 33,694 | |
Loss on impairment of fixed assets | 92,942 | |
Change in fair value of derivative instruments | (751,241) | |
Interest expense related to derivative liability in excess of face value of debt | 2,823,125 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,222) | |
Deposits on robots | (150,000) | |
Accounts payable and accrued expenses | 24,665 | |
Accrued interest payable | 26,400 | |
Customer deposits | (10,000) | |
Net cash used in operating activities | (2,240) | (926,450) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (64,437) | |
Cash paid for security deposit | (25,747) | |
Cash acquired in reverse recapitalization | 2,022 | |
Net cash used in investing activities | (88,162) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable, net | 200,000 | |
Net borrowings on loan payable - related party | 2,490 | 23,262 |
Loan from OMVS to RAD prior to the reverse recapitalization | 752,500 | |
Repayment of vehicle loan | (3,903) | |
Net cash provided by financing activities | 2,490 | 971,859 |
Net change in cash | 250 | (42,753) |
Cash, beginning of period | 56,907 | |
Cash, end of period | 250 | 14,154 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 2,870 | |
Cash paid during the period for income taxes | ||
Noncash investing and financing activities: | ||
Transfer of robots from deposits to fixed assets and revenue earning robots | 62,600 | |
Debt discount from derivative liabilities | $ 565,000 |
GENERAL INFORMATION
GENERAL INFORMATION | 6 Months Ended |
Aug. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | 1. GENERAL INFORMATION On the Move Systems Corp. (“OMVS” or the “Company”) was incorporated in Florida on March 25, 2010 and reincorporated in Nevada on February 17, 2015. Robotic Assistance Devices, LLC (“RAD”), was incorporated in the State of Nevada on July 26, 2016 as a LLC. On July 25, 2017, Robotic Assistance Devices LLC converted to a C Corporation, Robotic Assistance Devices, Inc. through the issuance of 10,000 common shares to its sole shareholder. On August 28, 2017, OMVS completed the acquisition of RAD (the “Acquisition”), whereby OMVS acquired all the ownership and equity interest in RAD for 3,350,000 shares of OMVS Series E Preferred Stock and 2,450 shares of Series F Convertible Preferred Stock. OMVS’s prior business focus was transportation services, and OMVS was exploring the on-demand logistics market by developing a network of logistics partnerships. As a result of the closing of the Acquisition, OMVS has succeeded to the business of RAD, in which OMVS purchased all of the outstanding shares of capital stock of RAD. As a result, OMVS’s business going forward will consist of one segment activity which is the delivery of artificial intelligence and robotic solutions for operational, security and monitoring needs. The Acquisition was treated as a reverse recapitalization effected by a share exchange for financial accounting and reporting purposes since substantially all of OMVS’s operations were disposed of as part of the consummation of the transaction. Therefore, no goodwill or other intangible assets were recorded by OMVS as a result of the Acquisition. RAD is treated as the accounting acquirer as its stockholders control the Company after the Acquisition, even though OMVS was the legal acquirer. As a result, the assets and liabilities and the historical operations that are reflected in these financial statements are those of RAD as if RAD had always been the reporting company. |
GOING CONERN
GOING CONERN | 6 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
GOING CONERN | 2. GOING CONCERN The accompanying unaudited 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 six months ended August 31, 2017, the Company had negative cash flow from operating activities of $178,099. As of August 31, 2017, the Company has an accumulated deficit of $14,264,023 and negative working capital of $13,790,446. 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 for the twelve months following the issuance of these financial statements. 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. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 6 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | 3. ACCOUNTING POLICIES Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and in conformity with the instructions on Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Robotic Assistance Devices, Inc., On the Move Experience, LLC and OMV Transports, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are, in the opinion of management, necessary for a fair presentation of such statements. The results of operations for the three and six months ended August 31, 2017 are not necessarily indicative of the results that may be expected for the entire year. Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market instruments. The Company places its cash and cash equivalents with high-quality, U.S. financial institutions and, to date has not experienced losses on any of its balances. Accounts Receivable Accounts receivable are comprised of balances due from customers, net of estimated allowances for uncollectible accounts. In determining collectability, historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances. Revenue Earning Robots Revenue earning robots are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful life of 48 months. The Company continually evaluates revenue earning robots to determine whether events or changes in circumstances have occurred that may warrant revision of the estimated useful life or whether the robot should be evaluated for possible impairment. The Company uses a combination of the undiscounted cash flows and market approaches in assessing whether an asset has been impaired. The Company measures impairment losses based upon the amount by which the carrying amount of the asset exceeds the fair value. Fixed Assets Fixed assets are stated at cost. Depreciation is provided on the straight-line method based on the estimated useful lives of the respective assets which range from three to five years. Major repairs or improvements are capitalized. Minor replacements and maintenance and repairs which do not improve or extend asset lives are expensed currently. Demo Robots 4 years Vehicles 3 years Leasehold improvements 5 years, the life of the lease The Company periodically evaluates the fair value of fixed assets whenever events or changes in circumstances indicate that its carrying amounts may not be recoverable. Upon retirement or other disposition of fixed assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is recognized in income. Research and Development Research and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development Contingencies Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, goods are delivered for rental and/or services are rendered, sales price is determinable, and collection is reasonably assured. Income Taxes On July 25, 2017, Robotic Assistance Devices LLC converted to a C Corporation, Robotic Assistance Devices, Inc. through the issuance of 10,000 common shares to its sole shareholder. Prior to the conversion on July 25, 2017, income taxes are not provided in the financial statements as presented as RAD was an LLC and the income or loss flowed through to the shareholder for the two months ended February 28, 2017.Thereafter, income taxes will be accounted for under the asset and liability method from that date forward. Deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and net operating loss and other tax credit carry-forwards. These items are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. RAD will record a valuation allowance to reduce the deferred income tax assets to the amount that is more likely than not to be realized. Leases Lease agreements are evaluated to determine if they are capital leases meeting any of the following criteria at inception: (a) transfer of ownership; (b) bargain purchase option; (c) the lease term is equal to 75 percent or more of the estimated economic life of the leased property; or (d) the present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. If at its inception, a lease meets any of the four lease criteria above, the lease is classified by the Company as a capital lease; and if none of the four criteria are met, the lease is classified by the Company as an operating lease. Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term, whereby an equal amount of rent expense is attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in the later years. The difference between rent expense recognized and actual rental payments is recorded as deferred rent and included in liabilities. Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Initial Measurement The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement – Financial Instruments Classified as Liabilities The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of its financial instruments classified as liabilities are recorded as other income (expenses). Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurements and Disclosures ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows: ● Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. ● Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 – Inputs that are unobservable for the asset or liability. Measured on a Recurring Basis The following table presents information about our liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fell: Fair Value Measurement Using Amount at Fair Value Level 1 Level 2 Level 3 August 31, 2017 Liabilities Derivative liability – conversion features pursuant to convertible notes payable $ 11,672,321 $ — $ — $ 11,672,321 February 28, 2017 Liabilities Derivative liability – conversion features pursuant to convertible notes payable $ — $ — $ — $ — See Note 11, for specific inputs used in determining fair value. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses and advances, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments. Earnings (Loss) per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted EPS excluded all dilutive potential shares if their effect was anti-dilutive. Basic net loss per share is based on the weighted average number of common and common-equivalent shares outstanding. For the period from inception (July26, 2016) to August 31, 2016, there were no common shares outstanding. Potential common shares includable in the computation of fully-diluted per share results are not presented in the consolidated financial statements for the three and six months ended August 31, 2017 and period from inception (July 26, 2016) through August 31, 2016 as their effect would be anti-dilutive. Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share. The anti-dilutive shares of common stock outstanding for the three and six months ended August 31, 2017 and period from inception (July 26, 2016) through August 31, 2016 were as follows: For the Three Months Ended August 31, 2017 For the Six Months Ended August 31, 2017 Period from Inception (July 26, 2016) through August 31, 2016 Warrants 24,536,382 24,536,382 — Convertible notes payable 84,188,094 84,188,094 — Series F Convertible Preferred Stock 351,858,210 351,858,210 351,858,210 Recently Adopted Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2017-01, Business Combinations: Clarifying the Definition of a Business Revenue from Contracts with Customers Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) from Contracts with Customers (Topic 606): Deferral of the Effective Date. From March 2016 through September 2017, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, Revenue from Contracts with Customers (Topic 606):Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash a consensus of the FASB Emerging Issues Task Force In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception Topic 480, Distinguishing Liabilities from Equity Subsequent Events The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure. |
DEPOSITS
DEPOSITS | 6 Months Ended |
Aug. 31, 2017 | |
Deposits [Abstract] | |
DEPOSITS | 4. DEPOSITS Deposits on robots expected to be received within one year were comprised of the following: August 31, 2017 February 28, 2017 Deposits on robots $ 237,400 $ 150,000 |
REVENUE EARNING ROBOTS
REVENUE EARNING ROBOTS | 6 Months Ended |
Aug. 31, 2017 | |
Revenue Earning Robots | |
REVENUE EARNING ROBOTS | 5. REVENUE EARNING ROBOTS Revenue earning robots consisted of the following: August 31, 2017 February 28, 2017 Revenue earning robots $ 32,520 $ 85,050 Less: Accumulated depreciation (5,390 ) (3,544 ) $ 27,130 $ 81,506 During the six months ended August 31, 2017, the Company made total additions to revenue earning robots of $19,219. Due to several revenue earning robots becoming non-operational during the six months ended August 31, 2017, the Company wrote down revenue earning robots with a net book value of $59,889 to $0 as loss on impairment of fixed assets. Depreciation expense was $6,594 and $13,706 for the three and six months ended August 31, 2017, respectively, and $0 for the period from inception (July 26, 2016) through August 31, 2016. |
FIXED ASSETS
FIXED ASSETS | 6 Months Ended |
Aug. 31, 2017 | |
Fixed Assets | |
FIXED ASSETS | 6. FIXED ASSETS Fixed assets consisted of the following: August 31, 2017 February 28, 2017 Demo robots $ 67,305 $ — Automobile 47,702 47,702 Leasehold improvements 7,660 — 122,667 47,702 Less: Accumulated depreciation (22,838 ) (2,650 ) $ 99,829 $ 45,052 During the six months ended August 31, 2017 the Company acquired total fixed assets of $107,818. Due to several demo robots becoming non-operational during the six months ended August 31, 2017, the Company wrote down fixed assets with a net book value of $33,053 to $0 as loss on impairment of fixed assets. Depreciation expense was $8,364 and $19,988 for the three and six months ended August 31, 2017, respectively, and $0 for the period from inception (July 26, 2016) through August 31, 2016. |
NOTE RECEIVABLE
NOTE RECEIVABLE | 6 Months Ended |
Aug. 31, 2017 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | 7. NOTE RECEIVABLE On March 13, 2017, the Company loaned $40,000 to a third party vendor. The note bore interest at 18% per annum and was payable on April 13, 2017. The note was not repaid by the due date. The note was subsequently amended to bear interest of 2% per month plus a $10,000 fee. It is payable on December 31, 2017 and is secured in senior rank on all assets of the borrower. The Company evaluated the note receivable to determine whether its lending activities create a variable interest entity that would require consolidation and determined that it does not create a variable interest entity. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 8. CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following: Balance Balance Interest Conversion August 31, February 28, Issued Maturity Rate Rate per Share 2017 2017 February 28, 2011 February 26, 2013 * 7% $0.015 $ 32,600 $ — January 31, 2013 February 28, 2017 * 10% $0.010 119,091 — May 31, 2013 November 30, 2016 * 10% $0.010 261,595 — November 30, 2013 November 30, 2017 10% $0.010 337,958 — August 31, 2014 November 30, 2016 * 10% $0.002 355,652 — November 30, 2014 November 30, 2016 * 10% $0.002 103,950 — February 28, 2015 February 28, 2017 * 10% $0.001 63,357 — May 31, 2015 August 31, 2017 10% $1.000 65,383 — August 31, 2015 August 31, 2017 10% $0.300 91,629 — November 30, 2015 November 30, 2018 10% $0.300 269,791 — February 29, 2016 February 28, 2019 10% 60% discount (2) 95,245 — May 31, 2016 May 31, 2019 10% $0.003 35,100 — July 18, 2016 July 18, 2017 10% $0.003 3,500 — December 31, 2016 December 31, 2020 8% 35% discount (2) 65,000 65,000 January 15, 2017 January 15, 2021 8% 35% discount (2) 50,000 50,000 January 15, 2017 January 15, 2021 8% 35% discount (2) 100,000 100,000 January 16, 2017 January 16, 2020 8% 35% discount (2) 150,000 150,000 March 8, 2017 March 8, 2018 8% 40% discount (2) 50,000 — March 8, 2017 March 8, 2020 10% 40% discount (2) 100,000 — March 9, 2017 March 9, 2020 8% 35% discount (2) 50,000 — March 21, 2017 March 21, 2018 8% 40% discount (2) 40,000 — April 4, 2017 December 4, 2017 10% 40% discount (2) 12,066 — April 19, 2017 April 19, 2018 15% 50% discount (2) 96,250 — April 20, 2017 January 30, 2018 8% 40% discount (1) 28,000 — April 26, 2017 April 26, 2018 0% $0.001 68 — May 1, 2017 May 1, 2021 8% 35% discount (2) 50,000 — May 4, 2017 May 4, 2018 8% 40% discount (2) 150,000 — May 15, 2017 May 15, 2018 0% $0.001 1,280 — May 17, 2017 May 17, 2020 10% 40% discount (1) 85,000 — June 7, 2017 June 7, 2018 8% 40% discount (2) 200,000 — June 16, 2017 June 16, 2018 0% $0.001 750 — July 6, 2017 July 6, 2018 8% 40% discount (2) 200,000 — August 8, 2017 August 8, 2018 8% 40% discount (2) 125,000 — July 28, 2017 July 28, 2018 15% 50% discount (2) 116,875 — August 29, 2017 August 29, 2018 15% 50% discount (2) 247,500 — 3,752,640 365,000 Less: current portion of convertible notes payable (3,438,129 ) — Less: discount on noncurrent convertible notes payable (247,626 ) — Noncurrent convertible notes payable, net of discount $ 66,885 $ 365,000 Current portion of convertible notes payable $ 3,438,129 $ — Less: discount on current portion of convertible notes payable (1,826,698 ) — Current portion of convertible notes payable, net of discount $ 1,611,431 $ — __________ * The indicated notes were in default as of August 31, 2017 and bear default interest of between 18% and 25% per annum. (1) The note is convertible beginning six months after the date of issuance. (2) The notes are accounted for and evaluated under ASC 480 as discussed in Note 3. During the three and six months ended August 31, 2017, the Company incurred derivative liability discounts of $565,000 and $565,000, respectively. These amounts were included in discounts on convertible notes payable and are being amortized to interest expense over the life of the convertible notes payable. During the three and six months ended August 31, 2017, the Company recognized interest expense related to the amortization of debt discounts of $0 and $0, respectively. All of the notes above are unsecured. As of August 31, 2017, the Company had total accrued interest payable of $633,330, of which $548,066 is classified as current and $85,264 is classified as noncurrent. 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 The Company then evaluated the notes identified above (2) in accordance with ASC 480, Distinguishing Liabilities from Equity During the six months ended August 31, 2017, the Company cancelled 600,000 shares of common stock. The shares had been issued during the year ended February 28, 2017 for the conversion of principal of a convertible note payable of $600. As a result of the shares being cancelled, $600 was added back to the principal of the note. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Aug. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS For the six months ended August 31, 2017, the Company received net advances of $23,262 from its loan payable to a related party. At August 31, 2017, the balance due to the related party was $119,791, and $65,529 at February 28, 2017. During the six months ended August 31, 2017, the Company paid $56,230 in consulting fees for research and development to a company owned by a principal shareholder. |
OTHER DEBT - VEHICLE LOAN
OTHER DEBT - VEHICLE LOAN | 6 Months Ended |
Aug. 31, 2017 | |
Other Debt - Vehicle Loan | |
OTHER DEBT - VEHICLE LOAN | 10. OTHER DEBT – VEHICLE LOAN In December 2016, the RAD entered into a vehicle loan for $47,704 secured by the vehicle. The loan is repayable over 5 years maturing November 9, 2021, and repayable $1,019 per month including interest and principal. The principal repayments were $3,903 for the six months ended August 31, 2017. The balances of the amounts owed on the vehicle loan were $42,131 and $46,034 as of August 31, 2017 and February 28, 2017, respectively, of which $8,230 and $7,900 were classified as current, and $33,901 and $38,134 as long-term, respectively. |
DERIVATIVE LIABILITES
DERIVATIVE LIABILITES | 6 Months Ended |
Aug. 31, 2017 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITES | 11. DERIVATIVE LIABILITES As of August 31, 2017, the Company revalued the fair value of all of the Company’s derivative liabilities associated with the conversion features on the convertible notes payable and determined that it had total derivative liabilities of $11,672,321. The Company estimated the fair value of the derivative liabilities using the Monte-Carlo model using the following key assumptions during the year ended August 31, 2017: Strike price $1.00 - $0.001 Fair value of Company common stock $0.17 Dividend yield 0.00% Expected volatility 85% - 65% Risk free interest rate 1.01% - 1.57% Expected term (years) 0.26 - 4.00 The changes in the derivative liabilities (Level 3 financial instruments) measured at fair value on a recurring basis for the six months ended August 31, 2017 were as follows: Addition of derivative liability pursuant to reverse recapitalization $ 9,035,437 Derivative liability in excess of face value of debt recorded to interest expense 2,823,125 Debt discount due to derivative liabilities 565,000 Change in fair value of derivative liabilities (751,241 ) Balance as of August 31, 2017 $ 11,672,321 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) | 6 Months Ended |
Aug. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY (DEFICIT) | 12. SHAREHOLDERS’ EQUITY (DEFICIT) Summary of Common Stock Activity During the six months ended August 31, 2017 and prior to the Acquisition, OMVS issued the following shares of common stock: ● Issued 76,008,764 shares of its common stock totaling $76,009 in connection with debt converted during the period; ● Cancelled 600,000 shares of its common stock totaling $600; and ● Issued 8,922,279 shares of its common stock totaling $8,922 in connections with warrants exercised during the period. Summary of Preferred Stock Activity During the six months ended August 31, 2017, OMVS issued 1,000,000 and 1,000 shares of its Series E and Series F preferred stock, respectively, totaling $1,000 and $1,000, respectively, in connection with the recapitalization of OMVS by RAD. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Aug. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Litigation Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. In February 2016, the Company received notice that it had been sued in the Clark County District Court of Nevada. The plaintiff alleges that the Company obtained certain trade secrets through a third party also named in the suit. The Company believes the suit is without merit and intends to vigorously defend it. The Company has not accrued any liability for this lawsuit as the Company believes that the likelihood of an unfavorable outcome is remote. Down Payment on Purchase The Company paid fifty percent deposits totaling $230,400 on fixed asset robot purchases and has committed to pay the remaining fifty percent balance due, totaling $230,400, on these purchases of robots to a supplier in the next year. Operating Lease The Company’s principal facility is located in Orange County, California. The lease agreement includes, escalating lease payments, renewal provisions and other provisions. The lease began in April 2017 and expires in March 2022. Rent expense is recorded over the lease terms on a straight-line basis. The security deposit of $25,747 is recorded as a long-term asset as of August 31, 2017. The Company also leases premises in northern California. The lease began in August 2017 and expires in August 2020. The security deposit of $5,126 was paid on September 1, 2017. The Company shares premises with a supplier who is the co-lessee. Through agreement with the supplier, the Company will pay 75% of the lease costs and the supplier will pay 25%. The Company’s leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $26,222 for the six months ended August 31, 2017. Rent expense was $16,317 for the three months ended August 31, 2017. At August 31, 2017, the Company’s future minimum payments are as follows: August 31, 2018 $ 95,329 August 31, 2019 98,404 August 31, 2020 97,601 August 31, 2021 56,973 August 31, 2022 and thereafter 33,808 $ 382,115 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Aug. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS On September 1, 2017, a lender transferred $346,958 of debt and interest to 6100864 Canada Inc. That debt was cancelled and, in exchange, the Company issued a convertible redeemable note to 6100864 Canada Inc. with an aggregate principal face amount of $300,000, due on September 1, 2018. The note converts into units of the Company comprised of one share of common stock and a conversion price equal to the lower of 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, or $0.005. The note is non-interest bearing and unsecured. The Company recorded a gain on settlement of debt of $1,090,521 that includes the amount of associated derivative liability that was written off. On September 12, 2017, the Company issued a convertible promissory note to Power Up Lending Group LTD. in the amount of $128,000, for cash proceeds of $125,000 and an original issue discount of $3,000 with interest on the unpaid principal balance at the rate of 8% per annum from the issue date of September 12, 2017 until June 20, 2018, when the note matures. Lending Group LTD. has the right to convert all or any part of the note into fully paid and non-assessable shares of common stock at 60% multiplied by the Market Price (representing a discount rate of 40%). “Market Price” means the average of the lowest three trading prices for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. On September 25, 2017, the Company issued a convertible redeemable note to 6100864 Canada Inc. with an aggregate principal face amount of $398,750, due on September 25, 2018. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on September 25, 2017. On September 25, 2017, the Company issued an additional convertible redeemable note to 6100864 Canada Inc. with an aggregate principal face amount of $398,750, due on September 25, 2018. The Company received cash proceeds of $290,000 with an original issue discount of $108,750. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on September 25, 2017. On September 25, 2017, 6100864 Canada Inc. issued a collateralized secured promissory note, promising to pay to the Company the amount of $290,000 no later than September 25, 2018. The note was initially secured by the pledge of the $398,750, 15% convertible promissory note issued to 6100864 Canada Inc. by the Company on September 25, 2017, described above. In September 2017, the Company settled the March 8, 2017 note and agreed to pay $72,762, including the remaining $50,000 principal balance $1,929 in accrued interest, and a prepayment penalty of $20,833. The Company incurred this penalty to avoid additional costs related to the conversion of this note. The Company recorded a gain on settlement of debt of $84,507 related to the write-off of the associated derivative liability. On October 16, 2017, the Company issued a convertible redeemable note to 6100864 Canada Inc. with an aggregate principal face amount of $345,000, due on October 16, 2018. The Company received cash proceeds of $300,000 with an original issue discount of $45,000. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on October 16, 2017. On October 16, 2017, the Company issued an additional convertible redeemable note to 6100864 Canada Inc. $345,000, due on October 16, 2018. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on October 16, 2017. On October 16, 2017, 6100864 Canada Inc. issued a collateralized secured promissory note, promising to pay to the Company the amount of $300,000 no later than October 16, 2018. The note was initially secured by the pledge of the $345,000, 15% convertible promissory note issued to 6100864 Canada Inc. by the Company on October 16, 2017, described above. On October 16, 2017, the Company issued a convertible redeemable note to 6100864 Canada Inc. with an aggregate principal amount of $500,250, due on November 22, 2018. The Company received cash proceeds of $435,000 with an original issue discount of $65,250.The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Corporation’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on November 22, 2017. On November 22, 2017, the Company issued an additional convertible redeemable note to 6100864 Canada Inc. with an aggregate principal amount of $500,250, due on November 22, 2018. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on November 22, 2017. On November 22, 2017, 6100864 Canada Inc. issued a collateralized secured promissory note, promising to pay to the Company, or order, the amount of $435,000 no later than November 22, 2018. The note was initially secured by the pledge of the $500,250, 15% convertible promissory note issued to 6100864 Canada Inc. by the Company on November 22, 2017, described above. On October 2, 2017, the Company acquired goods and other intangibles through an asset purchase agreement with WeSecure Robotics, Inc. (“WeSecure”) in exchange for $125,000 payable in 5 monthly $25,000 installments commencing in October 2017 and ending in February 2018. The two principals of WeSecure were hired on at will basis: one as a Sales director for a salary of $8,000 per month and the other as a consultant at $1,000 per month. The salary has been committed to until September 1, 2019, regardless of employment within the Company, In addition, the two principals will receive collectively a commission of $500/month for each SMP robot rented by an identified customer for one year, as long as the customer stays with the Company for two years and an additional year of commission if the two principals remain employed with the Company through September 1, 2020. They will also receive a commission of 5% of net revenues on sales to identified customers for non-SMP robots for 2 years. In addition, the Company agreed to issue 450,000 options to the two principals to purchase shares its common stock at an exercise price of $0.05 per share that vest on October 2, 2021. On December 28, 2017, the Company issued a convertible redeemable note to Lucas Hoppel with an aggregate principal amount of $55,000, due on August 28 28, 2018 for cash proceeds of $50,000 and an original issue discount of $5,000. The promissory note is convertible into units of the Company comprised of one share of common stock at 40% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 10% per annum interest rate commencing on December 28, 2017. On December 29, 2017, the Company issued a convertible redeemable note to 6100864 Canada Inc. with an aggregate principal amount of $330,000, due on December 29, 2018 for cash proceeds of $330,000. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on December 29, 2017. On December 29, 2017, the Company issued a convertible redeemable note to 6100864 Canada Inc. with an aggregate principal amount of $330,000, due on December 29, 2018. To date this note is unfunded by the lender. In the event the previous note with the same terms is converted within six months of issuance, this note becomes null and void. There is no obligation under this note until the funds are received. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on December 29, 2017. On January 5, 2018, the Company issued an additional convertible promissory note to Crown Bridge Partners, LLC (“Crown Bridge”) with an aggregate principal amount of $250,000, due on January 5, 2019 for cash proceeds of $225,000 payable in tranches, with an original issue discount of $25,000. Each tranche matures one year after disbursement. The promissory note is convertible into common shares of the Company and a conversion price equal to 60% of the lowest trading price of the Company’s common stock for the last 25 trading days prior to conversion, and has a 10% per annum interest rate commencing on January 5, 2018. On March 14, 2018, this note was amended to include the issuance of warrants to purchase 333,333 shares of the Company’s common stock with an exercise price of $0.15 with a 3-year maturity, and to change the date of the note to March 14, 2018, coinciding with the payment of the first tranche of $50,000 including cash proceeds of $43,000, fees of $2,000 and an original issue discount of $5,000. On January 17, 2018, the Company issued a convertible redeemable note to Morningview with an aggregate principal amount of $83,500, due on January 17, 2019 for cash proceeds of $71,000, fees of $4,000 and an original issue discount of $7,500. The promissory note is convertible into units of the Company comprised of one share of common stock at 40% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has an 8% per annum interest rate commencing on January 17, 2018. On January 30, 2018, the Company issued a convertible redeemable note to 6100864 Canada Inc. with an aggregate principal amount of $300,000, due on January 30, 2019 for cash proceeds of $300,000. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on January 30, 2018. On January 30, 2018, the Company issued a convertible redeemable note to 6100864 Canada Inc. with an aggregate principal amount of $300,000, due on January 30, 2018. To date this note is unfunded by the lender. In the event the previous note with the same terms is converted within six months of issuance, this note becomes null and void. There is no obligation under this note until the funds are received. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on January 30, 2018. On February 21, 2018, the Company issued a convertible redeemable note to 6100864 Canada Inc. with an aggregate principal amount of $300,000, due on February 21, 2019 for cash proceeds of $300,000. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on February 21, 2018. On February 21, 2018, the Company issued a convertible redeemable note to 6100864 Canada Inc. with an aggregate principal amount of $300,000, due on February 21, 2018. To date this note is unfunded by the lender. In the event the previous note with the same terms is converted within six months of issuance, this note becomes null and void. There is no obligation under this note until the funds are received. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on February 21, 2018. On March 1, 2018, the Company issued a convertible redeemable note to 6100864 Canada Inc. with an aggregate principal amount of $95,000, due on March 1, 2019 for cash proceeds of $95,000. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on March 1, 2018. On March 14, 2018, the Company issued a convertible redeemable note to Crown Bridge with an aggregate principal amount of $50,000, due on March 14, 2019 for cash proceeds of $43,000, fees of $2,000 and an original issue discount of $5,000. The promissory note is convertible into units of the Company comprised of one share of common stock at 40% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 10% per annum interest rate commencing on March 14, 2018. In March 2018, $120,000 was paid on the June 7, 2018 collateralized promissory note for $200,000 from Eagle Equities maturing June 7, 2018, bearing interest at 8%. On April 9, 2018, the Company issued a convertible redeemable note to 6100864 Canada Inc. with an aggregate principal amount of $55,000, due on April 9, 2019 for cash proceeds of $55,000. The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, and has a 15% per annum interest rate commencing on April 9, 2018. Through April 9, 2018, the Company issued 23,016,667 shares to convertible note holders for the conversion of $123,000 of outstanding convertible notes. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and in conformity with the instructions on Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Robotic Assistance Devices, Inc., On the Move Experience, LLC and OMV Transports, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are, in the opinion of management, necessary for a fair presentation of such statements. The results of operations for the three and six months ended August 31, 2017 are not necessarily indicative of the results that may be expected for the entire year. |
Cash | Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market instruments. The Company places its cash and cash equivalents with high-quality, U.S. financial institutions and, to date has not experienced losses on any of its balances. |
Accounts Receivable | Accounts Receivable Accounts receivable are comprised of balances due from customers, net of estimated allowances for uncollectible accounts. In determining collectability, historical trends are evaluated, and specific customer issues are reviewed on a periodic basis to arrive at appropriate allowances. |
Revenue Earning Robots | Revenue Earning Robots Revenue earning robots are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful life of 48 months. The Company continually evaluates revenue earning robots to determine whether events or changes in circumstances have occurred that may warrant revision of the estimated useful life or whether the robot should be evaluated for possible impairment. The Company uses a combination of the undiscounted cash flows and market approaches in assessing whether an asset has been impaired. The Company measures impairment losses based upon the amount by which the carrying amount of the asset exceeds the fair value. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost. Depreciation is provided on the straight-line method based on the estimated useful lives of the respective assets which range from three to five years. Major repairs or improvements are capitalized. Minor replacements and maintenance and repairs which do not improve or extend asset lives are expensed currently. Demo Robots 4 years Vehicles 3 years Leasehold improvements 5 years, the life of the lease The Company periodically evaluates the fair value of fixed assets whenever events or changes in circumstances indicate that its carrying amounts may not be recoverable. Upon retirement or other disposition of fixed assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is recognized in income. |
Research and Development | Research and Development Research and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development |
Contingencies | Contingencies Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s condensed consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. |
Revenue Recognition | Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, goods are delivered for rental and/or services are rendered, sales price is determinable, and collection is reasonably assured. |
Income Taxes | Income Taxes On July 25, 2017, Robotic Assistance Devices LLC converted to a C Corporation, Robotic Assistance Devices, Inc. through the issuance of 10,000 common shares to its sole shareholder. Prior to the conversion on July 25, 2017, income taxes are not provided in the financial statements as presented as RAD was an LLC and the income or loss flowed through to the shareholder for the two months ended February 28, 2017.Thereafter, income taxes will be accounted for under the asset and liability method from that date forward. Deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and net operating loss and other tax credit carry-forwards. These items are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. RAD will record a valuation allowance to reduce the deferred income tax assets to the amount that is more likely than not to be realized. |
Leases | Leases Lease agreements are evaluated to determine if they are capital leases meeting any of the following criteria at inception: (a) transfer of ownership; (b) bargain purchase option; (c) the lease term is equal to 75 percent or more of the estimated economic life of the leased property; or (d) the present value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. If at its inception, a lease meets any of the four lease criteria above, the lease is classified by the Company as a capital lease; and if none of the four criteria are met, the lease is classified by the Company as an operating lease. Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term, whereby an equal amount of rent expense is attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in the later years. The difference between rent expense recognized and actual rental payments is recorded as deferred rent and included in liabilities. |
Distinguishing Liabilities from Equity | Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. Initial Measurement The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received. Subsequent Measurement – Financial Instruments Classified as Liabilities The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of its financial instruments classified as liabilities are recorded as other income (expenses). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820, Fair Value Measurements and Disclosures ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows: ● Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. ● Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 – Inputs that are unobservable for the asset or liability. Measured on a Recurring Basis The following table presents information about our liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fell: Fair Value Measurement Using Amount at Fair Value Level 1 Level 2 Level 3 August 31, 2017 Liabilities Derivative liability – conversion features pursuant to convertible notes payable $ 11,672,321 $ — $ — $ 11,672,321 February 28, 2017 Liabilities Derivative liability – conversion features pursuant to convertible notes payable $ — $ — $ — $ — See Note 11, for specific inputs used in determining fair value. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses and advances, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments. |
Earnings (Loss) per Share | Earnings (Loss) per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted EPS excluded all dilutive potential shares if their effect was anti-dilutive. Basic net loss per share is based on the weighted average number of common and common-equivalent shares outstanding. For the period from inception (July26, 2016) to August 31, 2016, there were no common shares outstanding. Potential common shares includable in the computation of fully-diluted per share results are not presented in the consolidated financial statements for the three and six months ended August 31, 2017 and period from inception (July 26, 2016) through August 31, 2016 as their effect would be anti-dilutive. Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share. The anti-dilutive shares of common stock outstanding for the three and six months ended August 31, 2017 and period from inception (July 26, 2016) through August 31, 2016 were as follows: For the Three Months Ended August 31, 2017 For the Six Months Ended August 31, 2017 Period from Inception (July 26, 2016) through August 31, 2016 Warrants 24,536,382 24,536,382 — Convertible notes payable 84,188,094 84,188,094 — Series F Convertible Preferred Stock 351,858,210 351,858,210 351,858,210 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2017-01, Business Combinations: Clarifying the Definition of a Business Revenue from Contracts with Customers |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) from Contracts with Customers (Topic 606): Deferral of the Effective Date. From March 2016 through September 2017, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, Revenue from Contracts with Customers (Topic 606):Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash a consensus of the FASB Emerging Issues Task Force In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception Topic 480, Distinguishing Liabilities from Equity |
Subsequent Events | Subsequent Events The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of fixed assets lives | Minor replacements and maintenance and repairs which do not improve or extend asset lives are expensed currently. Demo Robots 4 years Vehicles 3 years Leasehold improvements 5 years, the life of the lease |
Schedule of measured on a recurring basis | The following table presents information about our liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fell: Fair Value Measurement Using Amount at Fair Value Level 1 Level 2 Level 3 August 31, 2017 Liabilities Derivative liability – conversion features pursuant to convertible notes payable $ 11,672,321 $ — $ — $ 11,672,321 February 28, 2017 Liabilities Derivative liability – conversion features pursuant to convertible notes payable $ — $ — $ — $ — |
Schedule of anti-dilutive shares of common stock outstanding | The anti-dilutive shares of common stock outstanding for the three and six months ended August 31, 2017 and period from inception (July 26, 2016) through August 31, 2016 were as follows: For the Three Months Ended August 31, 2017 For the Six Months Ended August 31, 2017 Period from Inception (July 26, 2016) through August 31, 2016 Warrants 24,536,382 24,536,382 — Convertible notes payable 84,188,094 84,188,094 — Series F Convertible Preferred Stock 351,858,210 351,858,210 351,858,210 |
DEPOSITS (Tables)
DEPOSITS (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Deposits [Abstract] | |
Schedule of deposits on robots | Deposits on robots expected to be received within one year were comprised of the following: August 31, 2017 February 28, 2017 Deposits on robots $ 237,400 $ 150,000 |
REVENUE EARNING ROBOTS (Tables)
REVENUE EARNING ROBOTS (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Revenue Earning Robots | |
Schedule of revenue earning robots | 5. REVENUE EARNING ROBOTS Revenue earning robots consisted of the following: August 31, 2017 February 28, 2017 Revenue earning robots $ 32,520 $ 85,050 Less: Accumulated depreciation (5,390 ) (3,544 ) $ 27,130 $ 81,506 During the six months ended August 31, 2017, the Company made total additions to revenue earning robots of $19,219. Due to several revenue earning robots becoming non-operational during the six months ended August 31, 2017, the Company wrote down revenue earning robots with a net book value of $59,889 to $0 as loss on impairment of fixed assets. Depreciation expense was $6,594 and $13,706 for the three and six months ended August 31, 2017, respectively, and $0 for the period from inception (July 26, 2016) through August 31, 2016. |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Fixed Assets | |
Schedule of fixed assets | Fixed assets consisted of the following: August 31, 2017 February 28, 2017 Demo robots $ 67,305 $ — Automobile 47,702 47,702 Leasehold improvements 7,660 — 122,667 47,702 Less: Accumulated depreciation (22,838 ) (2,650 ) $ 99,829 $ 45,052 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consisted of the following: Balance Balance Interest Conversion August 31, February 28, Issued Maturity Rate Rate per Share 2017 2017 February 28, 2011 February 26, 2013 * 7% $0.015 $ 32,600 $ — January 31, 2013 February 28, 2017 * 10% $0.010 119,091 — May 31, 2013 November 30, 2016 * 10% $0.010 261,595 — November 30, 2013 November 30, 2017 10% $0.010 337,958 — August 31, 2014 November 30, 2016 * 10% $0.002 355,652 — November 30, 2014 November 30, 2016 * 10% $0.002 103,950 — February 28, 2015 February 28, 2017 * 10% $0.001 63,357 — May 31, 2015 August 31, 2017 10% $1.000 65,383 — August 31, 2015 August 31, 2017 10% $0.300 91,629 — November 30, 2015 November 30, 2018 10% $0.300 269,791 — February 29, 2016 February 28, 2019 10% 60% discount (2) 95,245 — May 31, 2016 May 31, 2019 10% $0.003 35,100 — July 18, 2016 July 18, 2017 10% $0.003 3,500 — December 31, 2016 December 31, 2020 8% 35% discount (2) 65,000 65,000 January 15, 2017 January 15, 2021 8% 35% discount (2) 50,000 50,000 January 15, 2017 January 15, 2021 8% 35% discount (2) 100,000 100,000 January 16, 2017 January 16, 2020 8% 35% discount (2) 150,000 150,000 March 8, 2017 March 8, 2018 8% 40% discount (2) 50,000 — March 8, 2017 March 8, 2020 10% 40% discount (2) 100,000 — March 9, 2017 March 9, 2020 8% 35% discount (2) 50,000 — March 21, 2017 March 21, 2018 8% 40% discount (2) 40,000 — April 4, 2017 December 4, 2017 10% 40% discount (2) 12,066 — April 19, 2017 April 19, 2018 15% 50% discount (2) 96,250 — April 20, 2017 January 30, 2018 8% 40% discount (1) 28,000 — April 26, 2017 April 26, 2018 0% $0.001 68 — May 1, 2017 May 1, 2021 8% 35% discount (2) 50,000 — May 4, 2017 May 4, 2018 8% 40% discount (2) 150,000 — May 15, 2017 May 15, 2018 0% $0.001 1,280 — May 17, 2017 May 17, 2020 10% 40% discount (1) 85,000 — June 7, 2017 June 7, 2018 8% 40% discount (2) 200,000 — June 16, 2017 June 16, 2018 0% $0.001 750 — July 6, 2017 July 6, 2018 8% 40% discount (2) 200,000 — August 8, 2017 August 8, 2018 8% 40% discount (2) 125,000 — July 28, 2017 July 28, 2018 15% 50% discount (2) 116,875 — August 29, 2017 August 29, 2018 15% 50% discount (2) 247,500 — 3,752,640 365,000 Less: current portion of convertible notes payable (3,438,129 ) — Less: discount on noncurrent convertible notes payable (247,626 ) — Noncurrent convertible notes payable, net of discount $ 66,885 $ 365,000 Current portion of convertible notes payable $ 3,438,129 $ — Less: discount on current portion of convertible notes payable (1,826,698 ) — Current portion of convertible notes payable, net of discount $ 1,611,431 $ — * The indicated notes were in default as of August 31, 2017 and bear default interest of between 18% and 25% per annum. (1) The note is convertible beginning six months after the date of issuance. (2) The notes are accounted for and evaluated under ASC 480 as discussed in Note 3. |
DERIVATIVE LIABILITES (Tables)
DERIVATIVE LIABILITES (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Derivative Liability [Abstract] | |
Schedule of fair value of derivative instruments | The Company estimated the fair value of the derivative liabilities using the Monte-Carlo model using the following key assumptions during the year ended August 31, 2017: Strike price $1.00 - $0.001 Fair value of Company common stock $0.17 Dividend yield 0.00% Expected volatility 85% - 65% Risk free interest rate 1.01% - 1.57% Expected term (years) 0.26 - 4.00 |
Schedule of Level 3 liabilities | The changes in the derivative liabilities (Level 3 financial instruments) measured at fair value on a recurring basis for the six months ended August 31, 2017 were as follows: Addition of derivative liability pursuant to reverse recapitalization $ 9,035,437 Derivative liability in excess of face value of debt recorded to interest expense 2,823,125 Debt discount due to derivative liabilities 565,000 Change in fair value of derivative liabilities (751,241 ) Balance as of August 31, 2017 $ 11,672,321 |
COMMITMENTS & CONTINGENCIES (Ta
COMMITMENTS & CONTINGENCIES (Tables) | 6 Months Ended |
Aug. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments | At August 31, 2017, the Company’s future minimum payments are as follows: August 31, 2018 $ 95,329 August 31, 2019 98,404 August 31, 2020 97,601 August 31, 2021 56,973 August 31, 2022 and thereafter 33,808 $ 382,115 |
GENERAL INFORMATION (Details Na
GENERAL INFORMATION (Details Narrative) - shares | Aug. 28, 2017 | Aug. 31, 2017 | Jul. 25, 2017 | Feb. 28, 2017 |
Common stock, issued | 101,987,887 | 0 | ||
Robotic Assistance Devices, LLC ("RAD") [Member] | ||||
Common stock, issued | 10,000 | |||
Robotic Assistance Devices, LLC ("RAD") [Member] | Series E Preferred Stock [Member] | ||||
Number of shares isuued under acquisition | 3,350,000 | |||
Robotic Assistance Devices, LLC ("RAD") [Member] | Series F Convertible Preferred Stock [Member] | ||||
Number of shares isuued under acquisition | 2,450 |
GOING CONERN (Details Narrative
GOING CONERN (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2017 | Feb. 28, 2017 | |
Going Conern Details Narrative | |||
Cash flow from operating activities | $ (2,240) | $ (926,450) | |
Accumulated deficit | (14,264,023) | $ (184,697) | |
Working capital | $ 13,790,446 |
ACCOUNTING POLICIES (Details)
ACCOUNTING POLICIES (Details) - Robotic Assistance Devices, LLC ("RAD") [Member] | 6 Months Ended |
Aug. 31, 2017 | |
Demo Robots [Member] | |
Estimated useful lives | 4 years |
Vehicles [Member] | |
Estimated useful lives | 3 years |
Leasehold Improvements [Member] | |
Estimated useful lives | 5 years |
ACCOUNTING POLICIES (Details 1)
ACCOUNTING POLICIES (Details 1) - Fair Value, Measurements, Recurring [Member] - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
Liabilities | ||
Derivative liability - conversion features pursuant to convertible notes payable | $ 11,672,321 | |
Level 1 [Member] | ||
Liabilities | ||
Derivative liability - conversion features pursuant to convertible notes payable | ||
Level 2 [Member] | ||
Liabilities | ||
Derivative liability - conversion features pursuant to convertible notes payable | ||
Level 3 [Member] | ||
Liabilities | ||
Derivative liability - conversion features pursuant to convertible notes payable | $ 11,672,321 |
ACCOUNTING POLICIES (Details 2)
ACCOUNTING POLICIES (Details 2) - shares | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2017 | |
Series F Convertible Preferred Stock [Member] | |||
Anti-dilutive shares outstanding | 351,858,210 | 351,858,210 | 351,858,210 |
Convertible notes payable [Member] | |||
Anti-dilutive shares outstanding | 84,188,094 | 84,188,094 | |
Warrant [Member] | |||
Anti-dilutive shares outstanding | 24,536,382 | 24,536,382 |
ACCOUNTING POLICIES (Details Na
ACCOUNTING POLICIES (Details Narrative) - shares | Jul. 25, 2017 | Aug. 31, 2017 | Feb. 28, 2017 |
Common stock, issued | 101,987,887 | 0 | |
Robotic Assistance Devices, LLC ("RAD") [Member] | |||
Common stock, issued | 10,000 | ||
Issuance of authorized common shares to sole shareholder | 10,000 | ||
Robotic Assistance Devices, LLC ("RAD") [Member] | Minimum [Member] | |||
Estimated useful lives | 3 years | ||
Robotic Assistance Devices, LLC ("RAD") [Member] | Maximum [Member] | |||
Estimated useful lives | 5 years |
DEPOSITS (Details)
DEPOSITS (Details) - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
Deposits Details | ||
Deposits on robots | $ 237,400 | $ 150,000 |
REVENUE EARNING ROBOTS (Details
REVENUE EARNING ROBOTS (Details) - Robotic Assistance Devices, LLC ("RAD") [Member] - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
Revenue earning robots | $ 32,520 | $ 85,050 |
Less: Accumulated depreciation | (5,390) | (3,544) |
Revenue earning robots | $ 27,130 | $ 81,506 |
REVENUE EARNING ROBOTS (Detai36
REVENUE EARNING ROBOTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2017 | |
Revenue earning | $ 35,000 | $ 35,000 | |
Loss on impairment of fixed assets | (92,942) | (92,942) | |
Depreciation expense | 14,958 | 33,694 | |
Robotic Assistance Devices, LLC ("RAD") [Member] | |||
Revenue earning | 19,219 | ||
Loss on impairment of fixed assets | 59,889 | 0 | |
Depreciation expense | $ 0 | $ 6,594 | $ 13,706 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
Less: Accumulated depreciation | $ (22,838) | $ (2,650) |
Fixed assets, net of accumulated depreciation | 99,829 | 45,052 |
Robotic Assistance Devices, LLC ("RAD") [Member] | ||
Gross | 122,667 | 47,702 |
Less: Accumulated depreciation | (22,838) | (2,650) |
Fixed assets, net of accumulated depreciation | 99,829 | 45,052 |
Robotic Assistance Devices, LLC ("RAD") [Member] | Demo Robots [Member] | ||
Gross | 67,305 | |
Robotic Assistance Devices, LLC ("RAD") [Member] | Vehicles [Member] | ||
Gross | 47,702 | $ 47,702 |
Robotic Assistance Devices, LLC ("RAD") [Member] | Leasehold Improvements [Member] | ||
Gross | $ 7,660 |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - Robotic Assistance Devices, LLC ("RAD") [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2017 | |
Fixed assets acquired | $ 107,818 | ||
Loss on impairment of fixed assets | $ 33,053 | 0 | |
Depreciation expense | $ 0 | $ 8,364 | $ 19,988 |
NOTE RECEIVABLE (Details Narrat
NOTE RECEIVABLE (Details Narrative) - Notes Receivable [Member] | Mar. 13, 2017USD ($) |
Promissory note fee amount | $ 10,000 |
Third Party [Member] | |
Advances receivable | $ 40,000 |
Maturity date | Dec. 31, 2017 |
Description of note receivable interest | The note was subsequently amended to bear interest of 2% per month plus a $10,000 fee. |
Description of note receivable collateral | It is payable on December 31, 2017 and is secured in senior rank on all assets of the borrower. |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) | 6 Months Ended | ||
Aug. 31, 2017USD ($)$ / shares | Feb. 28, 2017USD ($) | ||
Total convertible notes payable | $ 3,752,640 | $ 365,000 | |
Noncurrent convertible notes payable | (3,438,129) | ||
Less: discount on noncurrent convertible notes payable | (247,626) | ||
Noncurrent convertible notes payable, net of discount | 66,885 | 365,000 | |
Current portion of convertible notes payable | 3,438,129 | ||
Less: discount on current portion of convertible notes payable | (1,826,698) | ||
Current portion of convertible notes payable, net of discount | $ 1,611,431 | ||
7% Convertible Note Due February 26, 2013 [Member] | |||
Issuance date | [1] | Feb. 28, 2011 | |
Conversion rate per share | $ / shares | [1] | $ 0.015 | |
Total convertible notes payable | [1] | $ 32,600 | |
10% Convertible Note Due February 28, 2017 [Member] | |||
Issuance date | [1] | Jan. 31, 2013 | |
Conversion rate per share | $ / shares | [1] | $ 0.010 | |
Total convertible notes payable | [1] | $ 119,091 | |
10% Convertible Note Due November 30, 2016 [Member] | |||
Issuance date | [1] | May 31, 2013 | |
Conversion rate per share | $ / shares | [1] | $ 0.010 | |
Total convertible notes payable | [1] | $ 261,595 | |
10% Convertible Note Due November 30, 2017 [Member] | |||
Issuance date | Nov. 30, 2013 | ||
Conversion rate per share | $ / shares | $ 0.010 | ||
Total convertible notes payable | $ 337,958 | ||
10% Convertible Note Due November 30, 2016 [Member] | |||
Issuance date | [1] | Aug. 31, 2014 | |
Conversion rate per share | $ / shares | [1] | $ 0.002 | |
Total convertible notes payable | [1] | $ 355,652 | |
10% Convertible Note Due November 30, 2016 [Member] | |||
Issuance date | [1] | Nov. 30, 2014 | |
Conversion rate per share | $ / shares | [1] | $ 0.002 | |
Total convertible notes payable | [1] | $ 103,950 | |
10% Convertible Note Due February 28, 2017 [Member] | |||
Issuance date | [1] | Feb. 28, 2015 | |
Conversion rate per share | $ / shares | [1] | $ 0.001 | |
Total convertible notes payable | [1] | $ 63,357 | |
10% Convertible Note Due August 31, 2017 [Member] | |||
Issuance date | May 31, 2015 | ||
Conversion rate per share | $ / shares | $ 1 | ||
Total convertible notes payable | $ 65,383 | ||
10% Convertible Note Due August 31, 2017 [Member] | |||
Issuance date | Aug. 31, 2015 | ||
Conversion rate per share | $ / shares | $ 0.300 | ||
Total convertible notes payable | $ 91,629 | ||
10% Convertible Note Due November 30, 2018 [Member] | |||
Issuance date | Nov. 30, 2015 | ||
Conversion rate per share | $ / shares | $ 0.300 | ||
Total convertible notes payable | $ 269,791 | ||
10% Convertible Note Due February 28, 2019 [Member] | |||
Issuance date | Feb. 29, 2016 | ||
Percentage of conversion rate discount | [2] | 0.60 | |
Total convertible notes payable | $ 95,245 | ||
10% Convertible Note Due May 31, 2019 [Member] | |||
Issuance date | May 31, 2016 | ||
Conversion rate per share | $ / shares | $ 0.003 | ||
Total convertible notes payable | $ 35,100 | ||
10% Convertible Note Due July 18, 2017 [Member] | |||
Issuance date | Jul. 18, 2016 | ||
Conversion rate per share | $ / shares | $ 0.003 | ||
Total convertible notes payable | $ 3,500 | ||
8% Convertible Note Due December 31, 2020 [Member] | |||
Issuance date | Dec. 31, 2016 | ||
Percentage of conversion rate discount | [2] | 0.35 | |
Total convertible notes payable | $ 65,000 | 65,000 | |
8% Convertible Note Due January 15, 2021 [Member] | |||
Issuance date | Jan. 15, 2017 | ||
Percentage of conversion rate discount | [2] | 0.35 | |
Total convertible notes payable | $ 50,000 | 50,000 | |
8% Convertible Note Due January 15, 2021 [Member] | |||
Issuance date | Jan. 15, 2017 | ||
Percentage of conversion rate discount | [2] | 0.35 | |
Total convertible notes payable | $ 100,000 | 100,000 | |
8% Convertible Note Due January 16, 2020 [Member] | |||
Issuance date | Jan. 16, 2017 | ||
Percentage of conversion rate discount | [2] | 0.35 | |
Total convertible notes payable | $ 150,000 | 150,000 | |
8% Convertible Note Due March 8, 2018 [Member] | |||
Issuance date | Mar. 8, 2017 | ||
Percentage of conversion rate discount | [2] | 0.40 | |
Total convertible notes payable | $ 50,000 | ||
10% Convertible Note Due March 8, 2017 [Member] | |||
Issuance date | Mar. 8, 2017 | ||
Percentage of conversion rate discount | [2] | 0.40 | |
Total convertible notes payable | $ 100,000 | ||
8% Convertible Note Due March 9, 2020 [Member] | |||
Issuance date | Mar. 9, 2017 | ||
Percentage of conversion rate discount | [2] | 0.35 | |
Total convertible notes payable | $ 50,000 | ||
8% Convertible Note Due March 21, 2018 [Member] | |||
Issuance date | Mar. 21, 2017 | ||
Percentage of conversion rate discount | [2] | 0.40 | |
Total convertible notes payable | $ 40,000 | ||
10% Convertible Note Due December 4, 2017 [Member] | |||
Issuance date | Apr. 4, 2017 | ||
Percentage of conversion rate discount | [2] | 0.40 | |
Total convertible notes payable | $ 12,066 | ||
15% Convertible Note Due April 19, 2018 [Member] | |||
Issuance date | Apr. 19, 2017 | ||
Percentage of conversion rate discount | [2] | 0.50 | |
Total convertible notes payable | $ 96,250 | ||
8% Convertible Note Due January 30, 2018 [Member] | |||
Issuance date | Apr. 20, 2017 | ||
Percentage of conversion rate discount | [3] | 0.40 | |
Total convertible notes payable | $ 28,000 | ||
0% Convertible Note Due April 26, 2018 [Member] | |||
Issuance date | Apr. 26, 2017 | ||
Conversion rate per share | $ / shares | $ 0.001 | ||
Total convertible notes payable | $ 68 | ||
8% Convertible Note Due May 1, 2021 [Member] | |||
Issuance date | May 1, 2017 | ||
Percentage of conversion rate discount | [2] | 0.35 | |
Total convertible notes payable | $ 50,000 | ||
8% Convertible Note Due May 4, 2018 [Member] | |||
Issuance date | May 4, 2017 | ||
Percentage of conversion rate discount | [2] | 0.40 | |
Total convertible notes payable | $ 150,000 | ||
0% Convertible Note Due May 15, 2018 [Member] | |||
Issuance date | May 15, 2017 | ||
Conversion rate per share | $ / shares | $ 0.001 | ||
Total convertible notes payable | $ 1,280 | ||
10% Convertible Note Due May 17, 2020 [Member] | |||
Issuance date | May 17, 2017 | ||
Percentage of conversion rate discount | [3] | 0.40 | |
Total convertible notes payable | $ 85,000 | ||
8% Convertible Note Due June 7, 2018 [Member] | |||
Issuance date | Jun. 7, 2017 | ||
Percentage of conversion rate discount | [2] | 0.40 | |
Total convertible notes payable | $ 200,000 | ||
0% Convertible Note Due June 16, 2018 [Member] | |||
Issuance date | Jun. 16, 2017 | ||
Conversion rate per share | $ / shares | $ 0.001 | ||
Total convertible notes payable | $ 750 | ||
8% Convertible Note Due July 6, 2018 [Member] | |||
Issuance date | Jul. 6, 2017 | ||
Percentage of conversion rate discount | [2] | 0.40 | |
Total convertible notes payable | $ 200,000 | ||
8% Convertible Note Due August 8, 2018 [Member] | |||
Issuance date | Aug. 8, 2017 | ||
Percentage of conversion rate discount | [2] | 0.40 | |
Total convertible notes payable | $ 125,000 | ||
15% Convertible Note Due July 28, 2018 [Member] | |||
Issuance date | Jul. 28, 2017 | ||
Percentage of conversion rate discount | [2] | 0.50 | |
Total convertible notes payable | $ 116,875 | ||
15% Convertible Note Due August 29, 2018 [Member] | |||
Issuance date | Aug. 29, 2017 | ||
Percentage of conversion rate discount | [2] | 0.50 | |
Total convertible notes payable | $ 247,500 | ||
[1] | The indicated notes were in default as of August 31, 2017 and bear default interest of between 18% and 25% per annum. | ||
[2] | The notes are accounted for and evaluated under ASC 480 as discussed in Note 3. | ||
[3] | The note is convertible beginning six months after the date of issuance. |
CONVERTIBLE NOTES PAYABLE (De41
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2017 | Feb. 28, 2017 | |
Debt discount recognized from derivative liabilities | $ 565,000 | $ 565,000 | ||
Amortization of discount on convertible note payable | 0 | 0 | ||
Proceeds from convertible promissory note | 200,000 | |||
Current accrued interest payable | 548,066 | 548,066 | ||
Noncurrent accrued interest payable | 85,264 | 85,264 | ||
Accrued interest payable | $ 633,330 | $ 633,330 | ||
Number of common stock shares canceled | 600,000 | |||
Debt conversion amount converted | $ 76,009 | |||
Convertible notes payable [Member] | ||||
Debt conversion amount converted | $ 600 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Aug. 31, 2016 | Aug. 31, 2017 | Feb. 28, 2017 | |
Related Party Transactions Details Narrative | |||
Net borrowings on loan payable - related party | $ 2,490 | $ 23,262 | |
Loan payable - related party | 119,791 | $ 62,529 | |
Consulting fees for research and development | $ 56,230 |
OTHER DEBT - VEHICLE LOAN (Deta
OTHER DEBT - VEHICLE LOAN (Details Narrative) - Robotic Assistance Devices, LLC ("RAD") [Member] - Vehicle Loan [Member] - USD ($) | 1 Months Ended | 6 Months Ended | |
Dec. 31, 2016 | Aug. 31, 2017 | Feb. 28, 2017 | |
Vehicle loan secured by automobile | $ 47,704 | ||
Term of debt | 5 years | ||
Payment of debt interest and principal | $ 1,019 | ||
Principal repayment of debt | $ 3,903 | ||
Total vehicle loan | 42,131 | $ 46,034 | |
Current portion vehicle loan | 8,230 | 7,900 | |
Long-term vehicle loan | $ 33,901 | $ 38,134 |
DERIVATIVE LIABILITES (Details)
DERIVATIVE LIABILITES (Details) - $ / shares | 5 Months Ended | |
Aug. 01, 2017 | Aug. 31, 2017 | |
Fair value of Company common stock | $ 0.17 | |
Dividend yield | 0.00% | |
Minimum [Member] | ||
Strike price | 0.001 | |
Dividend yield | 65.00% | |
Risk free interest rate | 1.01% | |
Expected term (years) | 3 months 3 days | |
Maximum [Member] | ||
Strike price | $ 1 | |
Dividend yield | 85.00% | |
Risk free interest rate | 1.57% | |
Expected term (years) | 4 years |
DERIVATIVE LIABILITES (Details
DERIVATIVE LIABILITES (Details 1) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Aug. 31, 2016 | Aug. 31, 2017 | Aug. 31, 2017 | |
Derivative liability in excess of face value of debt recorded to interest expense | $ 2,823,125 | ||
Debt discount due to derivative liabilities | $ 565,000 | 565,000 | |
Balance as of August 31, 2017 | 11,672,321 | 11,672,321 | |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | |||
Addition of derivative liability pursuant to reverse recapitalization | 9,035,437 | ||
Derivative liability in excess of face value of debt recorded to interest expense | 2,823,125 | ||
Debt discount due to derivative liabilities | 565,000 | ||
Change in fair value of derivative liabilities | (751,241) | ||
Balance as of August 31, 2017 | $ 11,672,321 | $ 11,672,321 |
DERIVATIVE LIABILITES (Detail46
DERIVATIVE LIABILITES (Details Narrative) - USD ($) | Aug. 31, 2017 | Feb. 28, 2017 |
Derivative Liabilites Details Narrative | ||
Derivative liabilities | $ 11,672,321 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) (Details Narrative) | 6 Months Ended |
Aug. 31, 2017USD ($)shares | |
Number of common stock shares issued | shares | 76,008,764 |
Debt conversion amount converted | $ | $ 76,009 |
Number of common stock shares canceled | shares | 600,000 |
Series E Preferred Stock [Member] | |
Number of shares issued | shares | 1,000,000 |
Value of shares issued | $ | $ 1,000 |
Series F Convertible Preferred Stock [Member] | |
Number of shares issued | shares | 1,000 |
Value of shares issued | $ | $ 1,000 |
Warrant [Member] | |
Number of shares issued | shares | 8,922,279 |
Value of shares issued | $ | $ 8,922 |
Convertible notes payable [Member] | |
Debt conversion amount converted | $ | $ 600 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Aug. 31, 2017USD ($) |
Commitments And Contingencies Details | |
August 31, 2018 | $ 95,329 |
August 31, 2019 | 98,404 |
August 31, 2020 | 97,601 |
August 31, 2021 | 56,973 |
August 31, 2022 and thereafter | 33,808 |
Total | $ 382,115 |
COMMITMENTS AND CONTINGENCIES49
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2017 | Feb. 28, 2017 | |
First installment down payment on purchase | $ 230,400 | ||
Second installment down payment on purchase | 230,400 | ||
Security deposit | $ 25,747 | 25,747 | |
Rent expense | 16,317 | 26,222 | |
Orange County, CALIFORNIA [Member] | |||
Security deposit | 25,747 | $ 25,747 | |
Rent lease expire | 2022-03 | ||
Northern CALIFORNIA [Member] | |||
Security deposit | |||
Rent lease expire | 2020-08 | ||
Percentager of lease cost paid by company | 75.00% | ||
Percentager of lease cost paid by supplier | 25.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Apr. 09, 2018USD ($)shares | Mar. 14, 2018USD ($)$ / sharesshares | Mar. 01, 2018USD ($) | Feb. 21, 2018USD ($) | Jan. 30, 2018USD ($) | Jan. 17, 2018USD ($) | Jan. 05, 2018USD ($)$ / sharesshares | Dec. 29, 2017USD ($) | Dec. 28, 2017USD ($) | Nov. 22, 2017USD ($) | Oct. 16, 2017USD ($) | Oct. 02, 2017USD ($)Number$ / sharesshares | Sep. 25, 2017USD ($) | Sep. 12, 2017USD ($) | Sep. 02, 2017USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Aug. 31, 2017USD ($) | Aug. 31, 2017USD ($) |
Amortization of discount on convertible note payable | $ 0 | $ 0 | |||||||||||||||||
Professional fees, per month | $ 56,230 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Principal face amount | $ 123,000 | ||||||||||||||||||
Number of options issued | shares | 23,016,667 | ||||||||||||||||||
Subsequent Event [Member] | 10% Convertible Note Due March 8, 2017 [Member] | |||||||||||||||||||
Gain on settlement of debt | $ 84,507 | ||||||||||||||||||
Repayment of convertible promissory notes | 72,762 | ||||||||||||||||||
Prepayment penalty and other | 20,833 | ||||||||||||||||||
Repayment of debt prinicipal | 50,000 | ||||||||||||||||||
Repayment of debt interest | $ 1,929 | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | |||||||||||||||||||
Debt & interest transferred | $ 346,958 | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | Convertible Redeemable Note Due September 1, 2018 [Member] | |||||||||||||||||||
Principal face amount | $ 300,000 | ||||||||||||||||||
Description of conversion terms | The note converts into units of the Company comprised of one share of common stock and a conversion price equal to the lower of 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion, or $0.005. | ||||||||||||||||||
Gain on settlement of debt | $ 1,090,521 | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | 15% Convertible Redeemable Note Due September 25, 2018 [Member] | |||||||||||||||||||
Principal face amount | $ 398,750 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | 15% Convertible Redeemable Note Due September 25, 2018 [Member] | |||||||||||||||||||
Principal face amount | $ 398,750 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Proceeds from note | $ 290,000 | ||||||||||||||||||
Amortization of discount on convertible note payable | $ 108,750 | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | Collateralized Secured Promissory Note [Member] | |||||||||||||||||||
Description of collateral | The note was initially secured by the pledge of the $500,250, 15% convertible promissory note issued to 6100864 Canada Inc. by the Company on November 22, 2017. | The note was initially secured by the pledge of the $345,000, 15% convertible promissory note issued to 6100864 Canada Inc. by the Company on October 16, 2017. | The note was initially secured by the pledge of the $398,750, 15% convertible promissory note issued to 6100864 Canada Inc. by the Company on September 25, 2017. | ||||||||||||||||
Repayment of convertible promissory notes | $ 435,000 | $ 300,000 | $ 290,000 | ||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | 15% Convertible Redeemable Note Due October 16, 2018 [Member] | |||||||||||||||||||
Principal face amount | $ 345,000 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Proceeds from note | $ 300,000 | ||||||||||||||||||
Amortization of discount on convertible note payable | 45,000 | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | 15% Convertible Redeemable Note Due October 16, 2018 [Member] | |||||||||||||||||||
Principal face amount | $ 345,000 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | 15% Convertible Redeemable Note Due November 22, 2018 [Member] | |||||||||||||||||||
Principal face amount | $ 500,250 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Corporation’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Proceeds from note | $ 435,000 | ||||||||||||||||||
Amortization of discount on convertible note payable | $ 65,250 | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | 15% Convertible Redeemable Note Due November 22, 2018 [Member] | |||||||||||||||||||
Principal face amount | $ 500,250 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | 15% Convertible Note Due December 29, 2018 [Member] | |||||||||||||||||||
Principal face amount | $ 330,000 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Proceeds from note | $ 330,000 | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | 15% Convertible Note Due January 30, 2019 [Member] | |||||||||||||||||||
Principal face amount | $ 300,000 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Proceeds from note | $ 300,000 | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | 15% Convertible Note Due February 21, 2019 [Member] | |||||||||||||||||||
Principal face amount | $ 300,000 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Proceeds from note | $ 300,000 | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | 15% Convertible Note Due March 1, 2019 [Member] | |||||||||||||||||||
Principal face amount | $ 95,000 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Proceeds from note | $ 95,000 | ||||||||||||||||||
Subsequent Event [Member] | 6100864 Canada Inc [Member] | 15% Convertible Note Due April 9, 2019 [Member] | |||||||||||||||||||
Principal face amount | $ 55,000 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock and one warrant to purchase a share of common stock with a three-year maturity and a conversion price equal to 50% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Proceeds from note | $ 55,000 | ||||||||||||||||||
Subsequent Event [Member] | Power Up Lending Group LTD [Member] | 8% Convertible Note Due June 20, 2018 [Member] | |||||||||||||||||||
Debt & interest transferred | $ 128,000 | ||||||||||||||||||
Description of conversion terms | Convert all or any part of the note into fully paid and non-assessable shares of common stock at 60% multiplied by the Market Price (representing a discount rate of 40%). “Market Price” means the average of the lowest three trading prices for the common stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. | ||||||||||||||||||
Proceeds from note | $ 125,000 | ||||||||||||||||||
Amortization of discount on convertible note payable | $ 3,000 | ||||||||||||||||||
Subsequent Event [Member] | Power Up Lending Group LTD [Member] | 10% Convertible Note Due August 28, 2018 [Member] | |||||||||||||||||||
Principal face amount | $ 55,000 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock at 40% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Proceeds from note | $ 50,000 | ||||||||||||||||||
Amortization of discount on convertible note payable | $ 5,000 | ||||||||||||||||||
Subsequent Event [Member] | WeSecure Robotics, Inc [Member] | Director [Member] | |||||||||||||||||||
Salary, per month | $ 8,000 | ||||||||||||||||||
Commission paid, per month | 500 | ||||||||||||||||||
Subsequent Event [Member] | WeSecure Robotics, Inc [Member] | Consultant [Member] | |||||||||||||||||||
Professional fees, per month | 1,000 | ||||||||||||||||||
Commission paid, per month | $ 500 | ||||||||||||||||||
Subsequent Event [Member] | WeSecure Robotics, Inc [Member] | Director & Consultant [Member] | |||||||||||||||||||
Number of options issued | shares | 450,000 | ||||||||||||||||||
Options exericse price (in dollars per share) | $ / shares | $ 0.05 | ||||||||||||||||||
Vesting date | Oct. 2, 2021 | ||||||||||||||||||
Subsequent Event [Member] | WeSecure Robotics, Inc [Member] | Promissory Note [Member] | Asset Purchase Agreement [Member] | |||||||||||||||||||
Principal face amount | $ 125,000 | ||||||||||||||||||
Number of installments | Number | 5 | ||||||||||||||||||
Face amount individual value of installment | $ 25,000 | ||||||||||||||||||
Subsequent Event [Member] | Crown Bridge Partners, LLC [Member] | 10% Convertible Note Due January 5, 2019 [Member] | |||||||||||||||||||
Principal face amount | $ 250,000 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into common shares of the Company and a conversion price equal to 60% of the lowest trading price of the Company’s common stock for the last 25 trading days prior to conversion. | ||||||||||||||||||
Proceeds from note | $ 225,000 | ||||||||||||||||||
Amortization of discount on convertible note payable | $ 25,000 | ||||||||||||||||||
Number of options issued | shares | 333,333 | ||||||||||||||||||
Options exericse price (in dollars per share) | $ / shares | $ 0.15 | ||||||||||||||||||
Subsequent Event [Member] | Crown Bridge Partners, LLC [Member] | Convertible Note Due March 14, 2018 [Member] | |||||||||||||||||||
Principal face amount | $ 50,000 | ||||||||||||||||||
Proceeds from note | 43,000 | ||||||||||||||||||
Amortization of discount on convertible note payable | 5,000 | ||||||||||||||||||
Debt conversion fee | $ 2,000 | ||||||||||||||||||
Subsequent Event [Member] | Crown Bridge Partners, LLC [Member] | Convertible Note Due March 14, 2018 [Member] | Warrant [Member] | |||||||||||||||||||
Number of options issued | shares | 333,333 | ||||||||||||||||||
Options exericse price (in dollars per share) | $ / shares | $ 0.15 | ||||||||||||||||||
Maturity term (in years) | 3 years | ||||||||||||||||||
Subsequent Event [Member] | Crown Bridge Partners, LLC [Member] | 10% Convertible Note Due March 14, 2019 [Member] | |||||||||||||||||||
Principal face amount | $ 50,000 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock at 40% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Proceeds from note | $ 43,000 | ||||||||||||||||||
Amortization of discount on convertible note payable | 5,000 | ||||||||||||||||||
Debt conversion fee | $ 2,000 | ||||||||||||||||||
Subsequent Event [Member] | Morningview [Member] | 8% Convertible Note Due January 17, 2019 [Member] | |||||||||||||||||||
Principal face amount | $ 83,500 | ||||||||||||||||||
Description of conversion terms | The promissory note is convertible into units of the Company comprised of one share of common stock at 40% of the lowest bid price of the Company’s common stock for the last 40 trading days prior to conversion. | ||||||||||||||||||
Proceeds from note | $ 71,000 | ||||||||||||||||||
Amortization of discount on convertible note payable | 7,500 | ||||||||||||||||||
Debt conversion fee | $ 4,000 | ||||||||||||||||||
Subsequent Event [Member] | Eagle Equities [Member] | Collateralized Secured Promissory Note [Member] | |||||||||||||||||||
Description of collateral | Collateralized promissory note for $200,000 from Eagle Equities maturing June 7, 2018, bearing interest at 8%. | ||||||||||||||||||
Repayment of convertible promissory notes | $ 120,000 |