Cover
Cover - shares | 6 Months Ended | |
Aug. 31, 2020 | Oct. 13, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Artificial Intelligence Technology Solutions Inc. | |
Entity Central Index Key | 0001498148 | |
Document Type | 10-Q | |
Entity Incorporation, State or Country Code | NV | |
Entity File Number | 0-55079 | |
Document Period End Date | Aug. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,117,828,097 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Aug. 31, 2020 | Feb. 29, 2020 | [1] |
Current assets: | |||
Cash | $ 184,853 | $ 13,307 | |
Accounts receivable | 52,074 | 50,117 | |
Device parts inventory | 24,789 | 24,789 | |
Total current assets | 261,716 | 88,213 | |
Revenue earning devices, net of accumulated depreciation of $170,549 and $123,088 respectively | 238,804 | 239,171 | |
Fixed assets, net of accumulated depreciation of $60,654 and $51,637, respectively | 8,325 | 16,258 | |
Total assets | 508,845 | 343,642 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 1,074,560 | 1,144,660 | |
Advances payable | 1,594 | 1,597 | |
Balance owed WeSecure | 149,500 | 162,500 | |
Customer deposits | 10,500 | 10,000 | |
Current portion of deferred variable payment obligation | 50,349 | 30,534 | |
Current portion of convertible notes payable, net of discount of $56,413 and $120,602 respectively | 5,885,254 | 6,613,625 | |
Loan payable - related party | 1,386,617 | 1,310,358 | |
Current portion of loans payable | 993,267 | 696,154 | |
Vehicle loan - current portion | 38,522 | 38,522 | |
Current portion of accrued interest payable | 3,254,967 | 2,778,583 | |
Derivative liability | 9,489,751 | 6,890,688 | |
Total current liabilities | 22,334,881 | 19,677,221 | |
Convertible notes payable, net of discount of $0 and $30,486 respectively | 69,515 | ||
Deferred variable payment obligation | 2,525,000 | 1,559,000 | |
Accrued interest payable | 144,311 | ||
Total liabilities | 24,859,881 | 21,450,047 | |
Commitments and Contingencies | |||
Stockholders' deficit: | |||
Preferred Stock, undesignated; 15,645,650 shares authorized; no shares issued and outstanding at August 31, 2020 and February 29, 2020, respectively | |||
Series E Preferred Stock, $0.001 par value; 4,350,000 shares authorized; 4,350,000 and 4,350,000 shares issued and outstanding, respectively | 4,350 | 4,350 | |
Series F Convertible Preferred Stock, $1.00 par value; 3,450 shares authorized; 2,634 and 3,450 shares issued and outstanding, respectively | 2,634 | 3,450 | |
Common Stock, $0.00001 par value; 5,000,000,000 shares authorized 530,030,215 and 418,415 shares issued and outstanding, respectively | 5,300 | 4 | |
Additional paid-in capital | 8,128,418 | 4,334,564 | |
Preferred stock to be issued | 174,070 | 174,070 | |
Accumulated deficit | (32,665,808) | (25,622,843) | |
Total stockholders' deficit | (24,351,036) | (21,106,405) | |
Total liabilities and stockholders' deficit | $ 508,845 | $ 343,642 | |
[1] | Derived from audited information |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Aug. 31, 2020 | Feb. 29, 2020 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation, Revenue earning devices | $ 170,549 | $ 123,088 |
Accumulated depreciation, Fixed assets | 60,654 | 51,637 |
Discount of current portion of convertible notes payable | 56,413 | 120,602 |
Discount of convertible notes payable | $ 0 | $ 30,486 |
Preferred stock, undesignated, authorized | 15,645,650 | 15,645,650 |
Preferred stock, undesignated, issued | 0 | 0 |
Preferred stock, undesignated, outstanding | 0 | 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 | 4,350,000 |
Series E Preferred Stock, outstanding | 4,350,000 | 4,350,000 |
Series F Preferred Stock, par value (in dollars per share) | $ 1 | $ 1 |
Series F Preferred Stock, authorized | 3,450 | 3,450 |
Series F Preferred Stock, issued | 2,634 | 3,450 |
Series F Preferred Stock, outstanding | 2,634 | 3,450 |
Common Stock, par value (in dollars per shares) | $ 0.00001 | $ 0.00001 |
Common Stock, authorized | 5,000,000,000 | 5,000,000,000 |
Common Stock, issued | 530,030,215 | 418,415 |
Common Stock, outstanding | 530,030,215 | 418,415 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 76,082 | $ 75,024 | $ 139,403 | $ 115,329 |
Cost of Goods Sold | 36,011 | 22,163 | 45,301 | 41,775 |
Gross Profit | 40,071 | 52,861 | 94,102 | 73,554 |
Operating expenses: | ||||
Research and development | 108,678 | 145,982 | 190,401 | 120,308 |
General and administrative | 568,378 | 444,310 | 851,301 | 798,513 |
Depreciation and amortization | 30,360 | 25,250 | 58,476 | 46,468 |
Loss on disposal of fixed assets | 553 | 553 | ||
Total operating expenses | 707,969 | 615,542 | 1,100,731 | 965,289 |
Loss from operations | (667,898) | (562,681) | (1,006,629) | (891,735) |
Other income (expense), net: | ||||
Change in fair value of derivative liabilities | (7,170,785) | 712,466 | (4,327,294) | 2,476,567 |
Interest expense | (1,179,558) | (525,019) | (1,709,042) | (1,381,969) |
Gain (loss) on settlement of debt | 112,509 | |||
Total other income (expense), net | (8,350,343) | 187,447 | (6,036,336) | 1,207,107 |
Net income (loss) | $ (9,018,241) | $ (375,234) | $ (7,042,965) | $ 315,372 |
Net income (loss) per share - basic (in dollars per share) | $ (0.04) | $ (6.91) | $ (0.07) | $ 10.32 |
Net income (loss) per share - diluted (in dollars per share) | $ (0.04) | $ (0.64) | $ (0.07) | $ (1.31) |
Weighted average common share outstanding - basic (in shares) | 200,780,577 | 54,303 | 101,158,965 | 30,549 |
Weighted average common share outstanding - diluted (in shares) | 200,780,577 | 1,465,645 | 101,158,965 | 1,441,891 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER'S DEFICIT (Unaudited) - USD ($) | Series E Preferred Stock [Member] | Series F Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total | |
Balance at beginning at Feb. 28, 2019 | $ 4,350 | $ 177,520 | $ 3,395,606 | $ (19,409,194) | $ (15,831,718) | ||
Balance at beginning (in shares) at Feb. 28, 2019 | 4,350,000 | 3,450 | 20,026 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustment to derivative liability | 154,684 | 154,684 | |||||
Common stock issued for debt conversion | 142,998 | 142,998 | |||||
Common stock issued for debt conversion (in shares) | 17,104 | ||||||
Stock based compensation | |||||||
Net income | 690,606 | 690,606 | |||||
Balance at ending at May. 31, 2019 | $ 4,350 | $ 177,520 | 3,693,288 | (18,718,588) | (14,843,430) | ||
Balance at ending (in shares) at May. 31, 2019 | 4,350,000 | 3,450 | 37,130 | ||||
Balance at beginning at Feb. 28, 2019 | $ 4,350 | $ 177,520 | 3,395,606 | (19,409,194) | (15,831,718) | ||
Balance at beginning (in shares) at Feb. 28, 2019 | 4,350,000 | 3,450 | 20,026 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 315,372 | ||||||
Balance at ending at Aug. 31, 2019 | $ 4,350 | $ 177,520 | 4,173,621 | (19,093,822) | (14,738,331) | ||
Balance at ending (in shares) at Aug. 31, 2019 | 4,350,000 | 3,450 | 136,430 | ||||
Balance at beginning at May. 31, 2019 | $ 4,350 | $ 177,520 | 3,693,288 | (18,718,588) | (14,843,430) | ||
Balance at beginning (in shares) at May. 31, 2019 | 4,350,000 | 3,450 | 37,130 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustment to derivative liability | 228,634 | 228,634 | |||||
Common stock issued for debt conversion | 251,699 | 251,699 | |||||
Common stock issued for debt conversion (in shares) | 99,300 | ||||||
Stock based compensation | |||||||
Net income | (375,234) | (375,234) | |||||
Balance at ending at Aug. 31, 2019 | $ 4,350 | $ 177,520 | 4,173,621 | (19,093,822) | (14,738,331) | ||
Balance at ending (in shares) at Aug. 31, 2019 | 4,350,000 | 3,450 | 136,430 | ||||
Balance at beginning at Feb. 29, 2020 | $ 4,350 | $ 177,520 | $ 4 | 4,334,564 | (25,622,843) | (21,106,405) | [1] |
Balance at beginning (in shares) at Feb. 29, 2020 | 4,350,000 | 3,450 | 418,415 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Adjustment to derivative liability | 167,497 | 167,497 | |||||
Common stock issued for debt conversion | $ 61 | 159,597 | 159,658 | ||||
Common stock issued for debt conversion (in shares) | 6,068,336 | ||||||
Rounding shares | 9 | ||||||
Net income | 1,975,276 | 1,975,276 | |||||
Balance at ending at May. 31, 2020 | $ 4,350 | $ 177,520 | $ 65 | 4,661,658 | (23,647,567) | (18,803,974) | |
Balance at ending (in shares) at May. 31, 2020 | 4,350,000 | 3,450 | 6,486,760 | ||||
Balance at beginning at Feb. 29, 2020 | $ 4,350 | $ 177,520 | $ 4 | 4,334,564 | (25,622,843) | (21,106,405) | [1] |
Balance at beginning (in shares) at Feb. 29, 2020 | 4,350,000 | 3,450 | 418,415 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | (7,042,965) | ||||||
Balance at ending at Aug. 31, 2020 | $ 4,350 | $ 2,634 | $ 5,300 | 8,128,418 | (32,665,808) | (24,351,036) | |
Balance at ending (in shares) at Aug. 31, 2020 | 4,350,000 | 176,704 | 530,030,215 | ||||
Balance at beginning at May. 31, 2020 | $ 4,350 | $ 177,520 | $ 65 | 4,661,658 | (23,647,567) | (18,803,974) | |
Balance at beginning (in shares) at May. 31, 2020 | 4,350,000 | 3,450 | 6,486,760 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Contributed Capital | (11,508) | (11,508) | |||||
Adjustment to derivative liability | 1,560,733 | 1,560,733 | |||||
Common stock issued for debt conversion | $ 5,235 | 1,916,719 | 1,921,954 | ||||
Common stock issued for debt conversion (in shares) | 523,543,455 | ||||||
Cancellation of Series F Preferred Shares | $ (816) | 816 | |||||
Cancellation of Series F Preferred Shares (in shares) | (816) | ||||||
Net income | (9,018,241) | (9,018,241) | |||||
Balance at ending at Aug. 31, 2020 | $ 4,350 | $ 2,634 | $ 5,300 | $ 8,128,418 | $ (32,665,808) | $ (24,351,036) | |
Balance at ending (in shares) at Aug. 31, 2020 | 4,350,000 | 176,704 | 530,030,215 | ||||
[1] | Derived from audited information |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ (7,042,965) | $ 315,372 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Depreciation and amortization | 58,476 | 46,468 | |
Loss on disposal of fixed assets | 553 | ||
Change in fair value of derivative liabilities | 4,327,294 | (2,476,567) | |
Interest expense related to penalties from debt defaults | 445,277 | ||
Amortization of debt discounts | 156,525 | 657,058 | |
(Gain) loss on settlement of debt | (112,509) | ||
Increase in related party accrued payroll and interest | 143,368 | 134,755 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,507) | (17,222) | |
Prepaid expenses | 18,778 | ||
Device parts inventory | (3,153) | ||
Accounts payable and accrued expenses | (53,100) | (46,510) | |
Accrued expense -related party | (2,955) | (10,967) | |
Current portion of deferred variable payment obligation for Payments (see Note 7) | 19,815 | ||
Balance owed WeSecure | (13,000) | (10,000) | |
Accrued interest payable | 1,058,845 | 504,616 | |
Advances payable | (11,043) | ||
Net cash used in operating activities | (903,374) | (1,010,924) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of fixed assets | (51,731) | (23,572) | |
Proceeds on disposal of fixed assets | 1,000 | ||
Net cash used in investing activities | (50,731) | (23,572) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from deferred variable payment obligation | 966,000 | 819,750 | |
Proceeds from loans payable | 349,015 | 263,429 | |
Repayment of loans payable | (113,752) | (100,038) | |
Cash acquired on consolidation of RAD G | (284) | ||
Net borrowings (repayments) on loan payable - related party | (75,328) | 35,738 | |
Net cash provided by financing activities | 1,125,651 | 1,018,879 | |
Net change in cash | 171,546 | (15,617) | |
Cash, beginning of period | 13,307 | [1] | 21,192 |
Cash, end of period | 184,853 | 5,575 | |
Supplemental disclosure of cash and non-cash transactions: | |||
Cash paid for interest | 1,589 | 8,654 | |
Cash paid for income taxes | |||
Noncash investing and financing activities: | |||
Inventory converted to revenue earning devices | 97,788 | ||
Net assets on consolidation of RAD G | 11,508 | ||
Conversion of convertible notes and interest to shares of common stock | 2,081,612 | 394,697 | |
Release of derivative liability on conversion of convertible notes payable | 1,728,231 | 383,318 | |
Capitalization of accrued interest to convertible notes payable and loans payable | $ 56,280 | ||
[1] | Derived from audited information |
GENERAL INFORMATION
GENERAL INFORMATION | 6 Months Ended |
Aug. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | 1. GENERAL INFORMATION Artificial Intelligence Technology Solutions Inc. (“AITX” or the “Company”) was incorporated in Florida on March 25, 2010 and reincorporated in Nevada on February 17, 2015. On August 24, 2018, Artificial Intelligence Technology Solutions Inc., changed its name from On the Move Systems Corp (“OMVS”). 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, AITX completed the acquisition of RAD (the “Acquisition”), whereby AITX acquired all the ownership and equity interest in RAD for 3,350,000 shares of AITX Series E Preferred Stock and 2,450 shares of Series F Convertible Preferred Stock. AITX’s prior business focus was transportation services, and AITX was exploring the on-demand logistics market by developing a network of logistics partnerships. As a result of the closing of the Acquisition, AITX has succeeded to the business of RAD. As a result, AITX’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 AITX’s operations were disposed of as part of the consummation of the transaction. Therefore, no goodwill or other intangible assets were recorded by AITX as a result of the Acquisition. RAD is treated as the accounting acquirer as its stockholders control the Company after the Acquisition, even though AITX 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 CONCERN
GOING CONCERN | 6 Months Ended |
Aug. 31, 2020 | |
Going Concern | |
GOING CONECRN | 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, 2020, the Company had negative cash flow from operating activities of $903,374. As of August 31, 2020, the Company has an accumulated deficit of $32,665,808, and negative working capital of $22,073,165. 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 substantial doubts about the Company’s ability to continue as a going concern. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 6 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | 3. ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and in conformity with the condensing 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”) and should be read in conjunction with the audited financial statements and notes thereto in the Company’s latest Annual Report filed with the SEC on Form 10-K as filed on July 28, 2020. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Robotic Assistance Devices, Inc., Robotic Assistance Devices Group, Inc. (see Note 16), Robotic Assistance Devices Mobile, 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 six months ended August 31, 2020 are not necessarily indicative of the results that may be expected for the entire year. Use of Estimates In order to prepare financial statements in conformity with accounting principals generally accepted in the United States, management must make estimates, judgements and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value derivative liabilities. 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. There were no allowances provided for the six months ended August 31, 2020 and the year ended February 29, 2020. Device Parts Inventory Device parts inventory is stated at the lower of cost or net realizable value using the weighted average cost method. The Company records a valuation reserve for obsolete and slow-moving inventory, relying principally on specific identification of such inventory. The Company uses these device parts in the assembly of revenue earning devices (and demo devices) as well as research and development. Depending on use, the Company will transfer the parts to the corresponding asset or expense if used in research and development. A charge to income is taken when factors that would result in a need for an increase in the valuation, such as excess or obsolete inventory, are noted. As at both August 31, 2020 and February 29, 2020 we had a valuation reserve of $160,000. Revenue Earning Devices Revenue earning devices 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 devices to determine whether events or changes in circumstances have occurred that may warrant revision of the estimated useful life or whether the devices 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. Vehicles 3 years Computer equipment 3 years Office equipment 4 years 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 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. Sales of Future Revenues The Company has entered into transactions, as more fully described in footnote 10, in which it has received funding from investors in exchange for which it will make payments to those investors based on the level of sales of certain revenue categories, generally based on a percentage of sales for those certain revenues. The Company determines whether these agreements constitute sales of future revenues or are in substance debt based on the facts and circumstances of each agreement, with the following primary criteria determinative of whether the agreement constitutes a sale of future revenues or debt: ● Does the agreement purport, in substance, to be a sale ● Does the Company have continuing involvement in the generation of cash flows due the investor ● Is the transaction cancellable by either party through payment of a lump sum or other transfer of assets ● Is the investors rate of return is implicitly limited by the terms of the agreement ● Does the Company’s revenue for a reporting period underlying the agreement have only a minimal impact on the investor’s rate of return ● Does the investor have recourse relating to payments due In the event a transaction is determined to be a sale of future revenues, it is recorded as deferred revenue and amortized using the sum-of-the-revenue method. In the event a transaction is determined to be debt, it is recorded as debt and amortized using the effective interest method. As of the date of these financial statements, the Company has determined that all such agreements are debt. Revenue Recognition ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” Revenue Recognition (Topic 605) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. ASC 740, Accounting for Income Taxes requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. The Company’s gross deferred tax assets were revalued based on the reduction in the federal statutory tax rate from 35% to 21%. A corresponding offset has been made to the valuation allowance, and any potential other taxes arising due to the Tax Act will result in reductions to the Company’s net operating loss carryforward and valuation allowance. The Company will continue to analyze the Tax Act to assess its full effects on the Company’s financial results, including disclosures, for the Company’s fiscal year ending February 29, 2021, but the Company does not expect the Tax Act to have a material impact on the Company’s consolidated financial statements. Leases We adopted ASU No. 2016—02— Leases (topic 842) In addition, we elected the hindsight practical expedient to determine the lease term for existing leases. The standard did not materially impact our consolidated net loss, accumulated deficit, and had no impact on cash flows. Lease agreements are evaluated to determine if they are sales/finance leases meeting any of the following criteria at inception: (a) transfer of ownership of the underlying asset; (b) purchase option that is reasonably certain of being exercised; (c) the lease term is greater than a major part of the remaining estimated economic life of the underlying asset; or (d) if the present value of the sum of lease payments and any residual value guaranteed by the lessee that has not already been included in lease payments in accordance with ASC 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset. If at its inception, a lease meets any of the four lease criteria above, the lease is classified by the Company as a sales/finance; 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: Amount at Fair Value Measurement Using Fair Value Level 1 Level 2 Level 3 August 31, 2020 Liabilities Derivative liability – conversion features pursuant to convertible notes payable $ 9,489,751 $ — $ — $ 9,489,751 February 29, 2020 Liabilities Derivative liability – conversion features pursuant to convertible notes payable $ 6,890,688 $ — $ — $ 6,890,688 See Note 12 for specific inputs used in the multinomial lattice model 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 (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is 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. See additional disclosure in Note-18. Recently Adopted Accounting Pronouncements See discussion of the adoption of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. The updated guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows. On March 1, 2019 the Company adopted ASU No. 2016-02, Leases (Topic 842) Recently Issued Accounting Pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses Reclassifications Certain reclassifications have been made in the 2019 financial statements to conform to the 2020 presentation. These reclassifications have no effect on net loss for 2019. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6 Months Ended |
Aug. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | 4. REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue is earned primarily from two sources: 1) direct sales of goods or services and 2) short-term rentals. Direct sales of goods or services are accounted for under Topic 606, and short-term rentals are accounted for under Topic 842 (which addresses lease accounting and was adopted on March 1, 2019). As disclosed in the revenue recognition section of Note 3 – Accounting Polices, the Company adopted Topic 606 in accordance with the effective date on March 1, 2018. Note 3 includes disclosures regarding the Company’s method of adoption and the impact on the Company’s financial statements. Revenue is recognized on direct sales of goods or services when it transfers promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. After adopting Topic 842, also referred to above in Note 3, the Company is accounting for revenue earned from rental activities where an identified asset is transferred to the customer and the customer has the ability to control that asset. The Company recognizes revenue from its device rental activities when persuasive evidence of a contract exists, the performance obligations have been satisfied, the transaction price is fixed or determinable and collection is reasonably assured. Performance obligations associated with device rental transactions are satisfied over the rental period. Rental periods are short-term in nature. Therefore, the Company has elected to apply the practical expedient which eliminates the requirement to disclose information about remaining performance obligations. Payments are due from customers at the completion of the rental, except for customers with negotiated payment terms, generally net 30 days or less, which are invoiced and remain as accounts receivable until collected. The following table presents revenues from contracts with customers disaggregated by product/service: Three Months Ended Six Months Ended Device rental activities $ 73,082 $ 130,203 Direct sales of goods and services 3,000 9,200 $ 76,082 $ 139,403 Three Months Ended Six Months Ended Device rental activities $ 52,621 $ 84,924 Direct sales of goods and services 22,403 30,405 $ 75,024 $ 115,329 |
REVENUE EARNING DEVICES
REVENUE EARNING DEVICES | 6 Months Ended |
Aug. 31, 2020 | |
Revenue Earning Devices | |
REVENUE EARNING DEVICES | 5. REVENUE EARNING DEVICES Revenue earning devices consisted of the following: August 31, 2020 February 29, 2020 Revenue earning devices $ 409,353 $ 362,259 Less: Accumulated depreciation (170,549 ) (123,088 ) $ 238,804 $ 239,171 During the six months ended August 31, 2020, the Company made total additions to revenue earning devices of $47,094. During the six months ended August 31, 2019, the Company made total additions to revenue earning devices of $121,360 including $97,788 in inventory transfers. Depreciation expense was $24,820 and $47,461 for the three and six months ended August 31, 2020, respectively, and $19,789 and $35,556 for the three and six months ended August 31, 2019, respectively. |
FIXED ASSETS
FIXED ASSETS | 6 Months Ended |
Aug. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | 6. FIXED ASSETS Fixed assets consisted of the following: August 31, 2020 February 29, 2020 Automobile $ 43,453 $ 41,953 Computer equipment 23,399 20,262 Office equipment 2,127 5,680 68,979 67,895 Less: Accumulated depreciation (60,654 ) (51,637 ) $ 8,325 $ 16,258 During both the three months and six months ended August 31, 2020 the Company made additions of $4,638. The Company made no additions for the six months ended August 31, 2020. The Company disposed of office equipment having an original cost of $3,550 and a net book value of $1,553 for $1,000 in proceeds and recorded a $553 loss on disposal of fixed assets. Depreciation expense was $5,541 and $11,015 for the three and six months ended August 31, 2020, respectively, and $5,461 and $10,912 for the three and six months ended August 31, 2019, respectively. |
DEFERRED VARIABLE PAYMENT OBLIG
DEFERRED VARIABLE PAYMENT OBLIGATION | 6 Months Ended |
Aug. 31, 2020 | |
Deferred Variable Payment Obligation | |
DEFERRED VARIABLE PAYMENT OBLIGATION | 7. DEFERRED VARIABLE PAYMENT OBLIGATION On February 1, 2019 the Company entered into an agreement with an investor whereby the investor would pay up to $900,000 (including $192,500 paid in January and February 2019) in exchange for a perpetual 9% rate payment (Payments) on the Company’s reported quarterly revenue from operations excluding any gains or losses from financial instruments (Revenues). If the total investor advances turns out to be less than $900,000, this would not constitute a breach of the agreement, rather the 9% rate would be adjusted on a pro-rata basis. The investor has agreed to pay the remaining balance in minimum $60,000 monthly installments, concluding November 30, 2019. At February 29, 2020 the investor has advanced the full $900,000. On May 9, 2019 the Company entered into two similar arrangements with two investors: (1) The investor would pay up to $400,000 (including $143,556 paid in May 2019) in exchange for a perpetual 4% rate Payment on the Company’s reported quarterly Revenues. If the total investor advances turns out to be less than $400,000, this would not constitute a breach of the agreement, rather the 4% rate would be adjusted on a pro-rata basis. The investor has agreed to pay the remaining balance in four monthly installments of $64,111 starting July 1, 2019. At February 29, 2020, $400,000 has been paid to the Company. (2) The investor would pay up to $50,000 (including $17,444 paid in May 2019) in exchange for a perpetual 1.11% rate Payment on the Company’s reported quarterly Revenues. If the total investor advances turns out to be less than $50,000, this would not constitute a breach of the agreement, rather the 1.11% rate would be adjusted on a pro-rata basis. The investor has agreed to pay the remaining balance in four monthly installments of $8,014 starting July 1, 2019. At February 29, 2020, $50,000 has been paid to the Company. These variable payments (Payments) are to be made either 30 days up to 90 days after the fiscal quarter depending on the agreement. If the Payments would deplete RAD’s available cash by a percentage between 1% and 31% depending on the rate Payment, the Payments may be deferred for up to 12 months after the quarterly report at an interest rate of 6% per annum on the unpaid amount. On November 18, 2019 the Company entered into another similar arrangement with the (February 1, 2019) investor above whereby the investor would advance up to $225,000 in exchange for a perpetual 2.25% rate Payment on the Company’s quarterly Revenues (commencing on quarter ending May 31, 2020). At May 31, 2020 the investor has fully funded this commitment. On December 30, 2019 the Company entered into another similar arrangement with a new investor whereby the investor would advance up to $100,000 in exchange for a perpetual 1.00% rate Payment on the Company’s quarterly Revenues (commencing quarter ended November 30, 2020). At May 31, 2020 the investor has advanced $50,000 with the remainder to be advanced no later than June 30, 2020. As the investor has only advanced the $50,000 the 1.00% rate Payment has been adjusted on a pro-rata basis to 0.50%. On April 22, 2020 the Company entered into another similar arrangement with the (first May 9, 2019) investor above whereby the investor would advance up to $100,000 in exchange for a perpetual 1.00% rate Payment on the Company’s quarterly Revenues. At May 31, 2020 the investor has fully funded this commitment. The Company retains total involvement in the generation of cash flows from these revenue streams that form the basis of the payments to be made to the investors under this agreement. Because of this, the Company has determined that the agreements constitute debt agreements. As of August 30, 2020, the Company has not yet completed its assessment of the likely cash flows under these agreements, and thus, has not yet determined the effective interest rate under these agreements. The Company expects to have completed its analysis of the expected cash flows prior to the filing of the year end February 28, 2021 filing. On July 1, 2020 the Company entered into a similar agreement with the first investor whereby the investor would pay up to $800,000 in exchange for a perpetual 2.75% rate payment (Payment) on the Company’s reported quarterly revenue. These Payments are to be made 90 days after the fiscal quarter with the first payment being due no later than May 31, 2021. If the Payments would deplete RAD’s available cash by more than 20%, the payment may be deferred. The investor has agreed to pay $100,000 per month over an 8 month period with the first payment due July 2020 and the final payment no later than February 28, 2021. As at August 31, 2020 the investor has fully funded the $800,000 commitment On August 27, 2020 the Company and the first investor referred to above consolidated the three separate agreements of February 1, 2019 for $900,000, November 18, 2019 for $225,000 and July 1, 2020 for $800,000 into a new agreement for a total of $1,925,000. This new agreement is for similar terms as the above agreements save for the following: the rate payment is revised to 14.25% payable on revenues commencing the quarter ended August 31, 2020 and the Payments will be secured by the assets of the Company. This interest may be secured by UCC filing but is subordinated to equipment financing on the products the Company leases to its customers. In summary of all agreements mentioned above if in the event that at least 10% of the assets of the Company are sold by the Company, the investors would be entitled to the fair market value (FMV) of all future Payments associated with the assets sold as determined by an independent valuator to be chosen by the investors. The FMV cannot exceed 43.77% of the total asset disposition price defined as the total price paid for the assets plus all future Payments associated with the assets sold. In the event that the common or preferred shares are sold by the Company to a third party as to effect a change in control, then the investors must be paid the FMV of all future Payments in one lump payment. The FMV cannot exceed 43.77% of the share disposition price defined as the total price the third party paid for the shares plus the total value of all future Payments. For the six months ended August 31, 2020, the Company has received $966,000 related to the deferred payment obligation bringing the balance to $2,525,000 at August 31, 2020. (February 29, 2020 -$1,559,000). The Payments will first become payable on June 30, 2019 (unless otherwise indicated) based on the quarterly Revenues for the quarter ended May 31, 2019 and will accrue every quarter thereafter. For the three months and six months ended August 31, 2020 the Company accrued $8,821 and $19,814 in Payments. As of August 31, 2020, the Company has accrued a total of $50,349 in Payments (February 29, 2020 -$30,534). No amounts have been recorded to date for interest on Payments, as the amounts are immaterial. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Aug. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 8. CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following: Balance Balance Interest Conversion August 31, February 29, Issued Maturity Rate Rate per Share 2020 2020 January 31, 2013 February 28, 2017 * 10% $0.010 (3) $ 119,091 $ 119,091 May 31, 2013 November 30, 2016 * 10% $0.010 (3) 261,595 261,595 August 31, 2014 November 30, 2016 * 10% $0.002 (3) 355,652 355,652 November 30, 2014 November 30, 2016 * 10% $0.002 (3) 103,950 103,950 February 28, 2015 February 28, 2017 * 10% $0.001 (3) 63,357 63,357 May 31, 2015 August 31, 2017* 10% $1.000 (3) 65,383 65,383 August 31, 2015 August 31, 2017* 10% $0.300 (3) 91,629 91,629 November 30, 2015 November 30, 2018* 10% $0.300 (3) 269,791 269,791 February 29, 2016 February 28, 2019* 10% 60% discount (2) 95,245 95,245 May 31, 2016 May 31, 2019* 10% $0.003 (3) 35,100 35,100 July 18, 2016 July 18, 2017* 10% $0.003 (3) 3,500 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, 2021 8% 35% discount (2) 150,000 150,000 March 8, 2017 March 8, 2020* 10% 40% discount (2) 100,000 100,000 March 9, 2017 March 9, 2021 8% 35% discount (2) 50,000 50,000 April 26, 2017 April 26, 2018* 0% $0.001 68 68 May 1, 2017 May 1, 2021 8% 35% discount (2) 50,000 50,000 May 4, 2017 May 4, 2018* 8% 40% discount (2) — 22,610 May 15, 2017 May 15, 2018* 0% $0.001 1,280 1,280 May 17, 2017 May 17, 2020* 10% 40% discount (1) 85,000 85,000 June 7, 2017 June 7, 2018* 8% 40% discount (2) — 156,764 June 16, 2017 June 16, 2018* 0% $0.001 750 750 July 6, 2017 July 6, 2018* 8% 40% discount (2) — 200,000 August 8, 2017 August 8, 2018* 8% 40% discount (2) 44,990 125,000 July 28, 2017 July 28, 2018* 15% 40% discount (2) 47,913 47,913 August 29, 2017 August 29, 2018* 15% 50% discount (2) 47,156 162,250 October 4, 2017 May 4, 2018* 8% 40% discount (2) 150,000 150,000 October 16, 2017 October 16, 2018* 15% 50% discount (2) 328,537 328,537 November 22, 2017 November 22, 2018* 15% 50% discount (2) 546,920 550,275 December 28, 2017 December 28, 2017* 10% 40% discount (2) — 57,008 December 29, 2017 December 29, 2018* 15% 50% discount (2) 363,000 363,000 January 9, 2018 January 9, 2019* 8% 40% discount (2)(1) 79,508 79,508 January 30, 2018 January 30, 2019* 15% 50% discount (2)(1) 330,000 330,000 February 21, 2018 February 21, 2019* 15% 50% discount (2)(1) 252,965 330,000 March 14, 2018 March 14, 2019* 10% 40% discount (2) 37,875 50,000 June 7, 2017 June 9, 2019* 8% 40% discount (2) 200,000 200,000 April 9, 2018 April 9, 2019* 15% 50% discount (2) 60,500 60,500 March 21, 2017 March 21, 2018* 8% 40% discount (2) 40,000 40,000 April 20, 2018 April 20, 2019* 8% 40% discount (2) 97,659 97,659 May 2, 2018 December 2, 2018* 10% 40% discount (2) — 70,682 May 4, 2018 May 4, 2019* 12% 50% discount (2) 123,750 123,750 May 14, 2018 December 14, 2018* 10% 50% discount (2) — 33,542 May 23, 2018 May 23, 2019* 10% 50% discount (2) 113,500 110,000 June 6, 2018 June 6, 2019* 15% 50% discount (2) 282,949 282,949 June 19, 2018 March 19, 2019* 15% 50% discount (2) 110,781 43,125 July 6, 2017 June 9, 2019* 8% 40% discount (2) 200,000 200,000 August 1, 2018 August 1, 2019* 15% 50% discount (2) 35,750 35,750 August 23, 2018 August 23, 2019* 8% 45% discount (2) — 70,123 September 13, 2018 June 30, 2019* 12% 45% discount (2) 9,200 9,200 September 17, 2018 March 17, 2019* 10% 50% discount (2) — 4,945 September 20, 2018 September 20, 2019* 15% 50% discount (2) 43,285 43,285 September 24, 2018 June 24, 2019* 8% 40% discount (2) 45,663 63,913 August 8, 2017 June 9, 2019* 8% 40% discount (2) 125,000 125,000 November 8, 2018 August 15, 2019* 12% 45% discount (2) 79,500 79,500 November 26, 2018 May 26, 2019* 10% 50% discount (2) — 44,799 August 29, 2019 August 29, 2020* 8% 40% discount (2) 28,875 26,250 5,941,667 6,834,228 Less: current portion of convertible notes payable (5,941,667 ) (6,734,227 ) Less: discount on noncurrent convertible notes payable — (30,486 ) Noncurrent convertible notes payable, net of discount $ — $ 69,515 Current portion of convertible notes payable $ 5,941,667 $ 6,734,227 Less: discount on current portion of convertible notes payable (56,413 ) (120,602 ) Current portion of convertible notes payable, net of discount $ 5,885,254 $ 6,613,625 * The indicated notes were in default as of August 31, 2020. Default interest rate 24% (1) The note is convertible beginning six months after the date of issuance. (2) The notes are convertible at a discount (as indicated) to the average market price and are accounted for and evaluated under ASC 480 as discussed in Note 3. (3) The conversion price is not subject to adjustment from forward or reverse stock splits. During both the three months ended August 31, 2020 and 2019, the Company incurred original issue discounts of $0, and debt discounts from derivative liabilities of $0 related to new convertible notes payable. During the three months ended August 31, 2020 and 2019, the Company recognized interest expense related to the amortization of debt discount of $35,551 and $161,870, respectively. The Company recorded penalty interest of $445,277 and $0 during the three months ended August 31, 2020 and August 31, 2019, respectively. During both the six months ended August 31, 2020 and 2019, the Company incurred original issue discounts of $0 and derivative discounts of $0, respectively, related to new convertible notes payable. During the six months ended August 31, 2020 and 2019, the Company recognized interest expense related to the amortization of debt discount of $94,675 and $660,100, respectively. The Company recorded penalty interest of $445,277 and $32,553 during the six months ended August 31, 2020 and August 31, 2019, respectively. All the notes above are unsecured. As of August 31, 2020, the Company had total accrued interest payable of $3,254,967 all of which is classified as current. The Company determined that the embedded conversion features in the convertibles notes described below should be accounted for as derivative liabilities as a result of their variable conversion rates. During the six months ended August 31, 2020, the Company also had the following convertible note activity: ● The company recorded $445,277 in penalties as increases on various notes, with a corresponding charge to interest. ● holders of certain convertible notes payable elected to convert a total of $1,337,838 of principal and $726,774 accrued interest, and $17,000 of fees into 529,611,800 shares of common stock. No gain or loss was recognized on conversions as these conversions occurred within the terms of the agreement that provided for conversion. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Aug. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS For the six months ended August 31, 2019, the Company borrowed net advances of $35,738 from its loan payable-related party. For the six months ended August 31, 2020 the Company repaid net advances of $75,328. At August 31, 2020, the loan payable-related party was $1,386,617 and $1,310,358 at February 29, 2020. Included in the balance due to the related party at August 31, 2020 is $799,702 of deferred salary and interest, $540,000 of which bears interest at 12%. At February 29, 2020, included in the balance due to the related party is $656,334 of deferred salary and interest, $426,000 of which bears interest at 12%. The accrued interest included in loan at August 31, 2020 and August 31, 2019 was $67,090 and $34,917, respectively. During the three and six months ended August 31, 2020 and 2019, the Company was charged $61,121 and credited $111,816, respectively for consulting fees for research and development to a company owned by a principal shareholder. During the three and six months ended August 31, 2019 the Company paid $54,222 and $(42,852), respectively in consulting fees for research and development to a company owned by a principal shareholder. The credit received in the quarter ended May 31, 2019 were a result of billing corrections of ($106,444) and after adjusting for this, would bring total charges in the six months ended August 31, 2019 to $63,592. |
OTHER DEBT - VEHICLE LOANS
OTHER DEBT - VEHICLE LOANS | 6 Months Ended |
Aug. 31, 2020 | |
Other Debt - Vehicle Loan | |
OTHER DEBT - VEHICLE LOANS | 10. OTHER DEBT – VEHICLE LOAN In December 2016, 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. In November 2017, RAD entered into another vehicle loan secured by the vehicle for $47,661. The loan is repayable over 5 years, maturing October 24, 2022 and repayable at $923 per month including interest and principal. The principal repayments made were $0 and $5,746 for the years ended February 29, 2020 and February 28, 2019, respectively. Regarding the second vehicle loan, the vehicle was returned at the end of fiscal 2019 and the car was subsequently sold by the lender for proceeds of $21,907 which went to reduce the outstanding balance of the loan. A loss of $3,257 was recorded as well. A balance of $21,578 remains on this vehicle loan at both August 31, 2020 and February 29, 2020. For the first vehicle loan, the vehicle was retired in 2020, the proceeds of the disposal of $18,766 was applied against the balance of the loan with a $5,515 gain on the remaining asset value of $13,251. A balance of $16,944 remains on this vehicle loan at both August 31, 2020 and February 29, 2020 The remaining total balances of the amounts owed on the vehicle loans were $38,522 and $38,522 as of August 31, 2020 and February 28, 2020, respectively, of which all were classified as current. The Company ceased making payments of principal and interest in fiscal 2019 and the company has returned the remaining vehicles to the financing company for disposal. |
LOANS PAYABLE
LOANS PAYABLE | 6 Months Ended |
Aug. 31, 2020 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | 11. LOANS PAYABLE Loans payable consisted of the following: Annual Date Maturity Description Principal Interest Rate June 11, 2018 June 11, 2019 Promissory note (3) $ 48,000 25% * August 10, 2018 September 1, 2018 Promissory note 10,000 25% * August 16, 2018 August 16, 2019 Promissory note (1) 12,624 25% * August 16, 2018 October 1, 2018 Promissory note 10,000 25% * August 23, 2018 October 20, 2018 Promissory note (21) 25,000 20% * October 11, 2018 October 11, 2019 Promissory note (7) 17,000 20% * August 5, 2019 March 11, 2020 Factoring Agreement (4) 21,250 (4) * November 12, 2019 August 11, 2020 Factoring Agreement (10) 3,292 (10) * December 20, 2019 March 5, 2020 Factoring Agreement (14) 7,480 * October 17, 2019 April 29, 2020 Factoring Agreement (11) — (11) September 27, 2019 April 4, 2020 Factoring Agreement (12) 8,857 (12) * January 31, 2019 June 30, 2019 Promissory note (2) 78,432 15% * January 24, 2019 January 24, 2021 Loan (8) 151,431 11% May 9, 2019 June 30, 2019 Promissory note (5) 7,850 15% * May 31, 2019 June 30, 2019 Promissory note (6) 86,567 15% * June 26, 2019 June 26, 2020 Promissory note (9) 79,104 15% * September 24, 2019 June 24 2020 Promissory note (13) 12,000 15% * January 30, 2020 January 30, 2021 Promissory note (15) 11,000 15% February 27, 2020 February 27, 2021 Promissory note (16) 5,000 15% April 16, 2020 April 16, 2021 Promissory note (17) 13,000 15% May 12, 2020 May 12, 2021 Promissory note (18) 43,500 15% May 22, 2020 May 22, 2021 Promissory note (19) 85,000 15% June 2, 2020 June 2, 2021 Promissory note (23) 62,000 15% June 9, 2020 June 9, 2021 Promissory note (24) 31,000 15% June 12, 2020 June 12, 2021 Promissory note (25) 50,000 15% June 16, 2020 June 16, 2021 Promissory note (26) 42,000 15% April 3, 2020 April 3, 2021 Promissory note (20) 27,697 20% August 31, 2020 August 31, 2021 Promissory note (22) 44,183 20% $ 993,267 Less current portion of loans payable 993,267 Non-current portion of loans payable $ — * Note is in default. No notice has been given by the note holder. (1) Repayable in 12 monthly instalments of $2,376 commencing September 16, 2018 and secured by revenue earning devices having a net book value of at least $25,000. Only $12,376 has been repaid by the Company and no notices have been received. Accrued interest of $1,511 has been recorded. (2) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $25,882. (3) Repayable in 12 monthly instalments of $4,562 commencing August 11, 2018 and secured by revenue earning devices having a net book value of at least $48,000. No repayments have been made by the Company and no notices have been received. (4) Total loan $79,750, repayable $475 per business day including fees and interest of $25,170. Original cash proceeds of $31,353 and $23,227 carried from previous loan less repayment of $58,500, including payments of $5,775 made during the six months ended August 31, 2020. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. (5) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $2,590. (6) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $28,567. (7) $6,000 repaid during the year ended February 29, 2020. (8) $200,000 Canadian loan. Interest payable every calendar quarter commencing June30, 2019, if unpaid accrued interest to be paid at maturity. An additional interest amount calculated as 4% of RAD revenues from SCOT rentals for the fiscal years 2020 and 2021 shall be payable March 31, 2020 and March 31, 2021, respectively. Secured by a general security charging all of RADs present and after-acquired property in favor of the lender on a first priority basis subject to the following: the lenders security in this respect shall be postponeable to security in favor of institutional financing obtained by RAD. Bonus interest of 10,304 has been accrued payable March 31, 2020. (9) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $26,104. (10) Total loan of $243,639, repayable $1,509 per week including fees and interest of $60,042. Original cash proceeds of $7,877, repayment of loans (5) and (13) totaling $15,732, partial repayment of fees of $5,566 all totaling $29,175, additional advances of $88,772 with remaining $65,551 to be advanced to the company over the remaining 18 weeks. The Company has repaid a total of $148,789, including payments of $71,100 made during the six months ended August 31, 2020. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. (11) Total loan of $71,000, repayable $710 per business day including fees and interest of $21,000. Original proceeds of $50,000. Loan fully repaid at August 31, 2020. (12) Total loan of $59,960, repayable $590 per business day including fees and interest of $19,960. Original proceeds of $40,000 less repayment of $51,103, including payments of $6,036 made during the quarter ended August 31, 2020. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. (13) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $3,000. (14) Total loan of $12,400, repayable $1,240 per week including fees and interest of $2,400. Original cash proceeds of $10,000, repayments of $4,920. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. (15) The note may be pre-payable at any time. The note balance includes 22% original issue discount of $2,450. (16) The note may be pre-payable at any time. The note balance includes 24% original issue discount of $1,200. (17) The note may be pre-payable at any time. The note balance includes an original issue discount of $3,850. (18) The note may be pre-payable at any time. The note balance includes an original issue discount of $8,000. (19) The note may be pre-payable at any time. The note balance includes an original issue discount of $15,000. (20) $40,000 CDN loan, both principal and interest are due at maturity, if unpaid there is a 10% penalty on unpaid balance. By consent of all parties lender may convert balance into Class F shares at $6,739 USD per share. (21) Principal repayable in one year. Interest repayable in 10 monthly instalments of $460 commencing January 11, 2019 and secured by revenue earning devices having a net book value of at least $186,000. 25,000 repaid. (22) $60,000 CDN loan, principal is due at maturity, interest is payable commencing the third month after the loan over the remaining 10 months. If principal or interest unpaid there is a 10% penalty on unpaid balance. By consent of all parties lender may convert balance into Class F shares at $6,739 USD per share. (23) The note may be pre-payable at any time. The note balance includes an original issue discount of $12,000. (24) The note may be pre-payable at any time. The note balance includes an original issue discount of $6,000. (25) The note may be pre-payable at any time. The note balance includes an original issue discount of $10,000. (26) The note may be pre-payable at any time. The note balance includes an original issue discount of $7,000. |
DERIVATIVE LIABILITES
DERIVATIVE LIABILITES | 6 Months Ended |
Aug. 31, 2020 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITES | 12. DERIVATIVE LIABILITIES As of August 31, 2020, 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 a total derivative liability of $9,489,751. The Company estimated the fair value of the derivative liabilities using the multinomial lattice model using the following key assumptions during the three months ended August 31, 2020: Strike price $0.035 - $0.005 Fair value of Company common stock $0.059 - $0.0065 Dividend yield 0.00% Expected volatility 556.4% - 359.2% Risk free interest rate 0.16% - 0.08% Expected term (years) 0.67 - 0.25 During the three months ended August 31, 2020, and 2019, the Company released $1,560,733 and $228,634, respectively, of the Company’s derivative liability to equity due to the conversions of principal and interest on the associated notes. During the six months ended August 31, 2020, and 2019, the Company released $1,728,231 and $383,318, respectively, of the Company’s derivative liability to equity due to the conversions of principal and interest on the associated notes. 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, 2020 were as follows: Balance as of February 28, 2020 $ 6,890,688 Release of derivative liability on conversion of convertible notes payable (1,728,231 ) Change in fair value of derivative liabilities 4,327,294 Balance as of August 31, 2020 $ 9,489,751 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) | 6 Months Ended |
Aug. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY (DEFICIT) | 13. STOCKHOLDERS’ EQUITY (DEFICIT) Summary of Common Stock Activity On March 27, 2020, the Company undertook a 10,000:1 reverse stock split and on August 24, 2018, the Company undertook a 100:1 reverse stock split. The share capital has been retrospectively adjusted accordingly to reflect this reverse stock split, except for the conversion price of certain convertible notes as the conversion price is not subject to adjustment from forward and reverse stock splits (see Note 8). During the six months ended August 31, 2020, the Company issued 529,611,800 shares of its common stock for the conversion of debt and related interest and fees totaling $2,081,613 including $1,337,838 of principal, $726,7745 interest, $17,000 in fees in connection with debt converted during the period, as well as the release of the related derivative liability (see Note 12). Summary of Preferred Stock Activity On July 22, 2020 the board of directors passed a resolution whereby the sole director agreed to return for cancellation, 816 of his 1000 Series F preferred shares to the Company. Summary of Stock Option Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Years Outstanding at March 1, 2020 2,043 $ 156 1.81 Issued — — — Exercised — — — Forfeited and cancelled — — — Outstanding at August 31, 2020 2,043 $ 156 1.79 For the six months ended August 31, 2020 and August 31, 2019, the Company recorded a total of $0 and $0, respectively, to stock-based compensation for options and warrants with a corresponding adjustment to additional paid-in capital. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Aug. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. 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 April 2019 the principals of WeSecure (see Note 9) filed lawsuit in California Superior Court seeking damages for this non-payment of this balance of WeSecure assets sold totaling $25,000, unpaid consulting fees payable to the two principals through September 2019 totaling $125,924, and labor code violations of $48,434, all totaling $199,358 plus attorney’s fees and damages. The parties finally settled all claims with a full release for $180,000 in June 2019 payable in 14 monthly instalments as follows: 2019 2020 Total 6/30/19 $ 5,000 1/26/2020 $ 15,000 7/30/19 $ 5,000 2/25/2020 $ 15,000 8/29/19 $ 7,500 3/26/2020 $ 15,000 9/28/19 $ 7,500 4/25/2020 $ 15,000 10/28/19 $ 10,000 5/25/2020 $ 20,000 11/27/19 $ 10,000 6/25/2020 $ 20,000 12/27/19 $ 15,000 7/24/2020 $ 20,000 Total $ 60,000 $ 120,000 $ 180,000 The company has fully accrued the above $180,000 at February 28, 2019. As of August 31, 2020 the Company paid $30,500. As of this filing the October 2019 through July 2020 instalments are in arrears. The Company repaid $13,000 towards these arrears in the three months ended August 31, 2020 included in the total payments above. The related legal costs are expensed as incurred. Operating Lease The Company currently maintains an office at 1218-1222 Magnolia Ave, Suite 106 Bldg. H, Corona, California 92881 pursuant to a month to month lease which commenced March 1, 2019. The Company’s annual rent is $12,000 per year. RAD maintains a mailing address for 31103 Ranch Viejo Road, Suite d2114, San Juan Capistrano, California, for a nominal fee of $264/yr. The Company’s leases are accounted for as operating leases. Rent expense is recorded over the lease terms on a straight-line basis. The Company has not paid but has accrued rent this quarter due to Covid-19. Rent expense was $4,300 and $7,300 for the three and six months ended August 31, 2020, respectively and $1,000 and $4,000 for the three and six months ended August 31, 2019, respectively. At August 31, 2020 the Company had no future minimum payments. Convertible Notes Payable Certain convertible notes payable carry conditions whereby in the event of ant default of any condition the Company would be subject to certain financial penalties. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Aug. 31, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | 15. EARNINGS (LOSS) PER SHARE The net income (loss) per common share amounts were determined as follows: For the Three Months Ended For the Six Months Ended August 31, August 31, 2020 2019 2020 2019 Numerator: Net income (loss) available to common shareholders $ (9,018,241 ) $ (375,234 ) $ (7,042,965 ) $ 315,372 Effect of common stock equivalents: Add: interest expense on convertible debt 588,817 150,848 999,966 281,204 Add Penalty interest on convertible debt 445,277 — 445,277 — Add (less) loss (gain) on change of derivative liabilities 7,170,785 (712,466 ) 4,327,294 (2,476,567 ) Net income (loss) adjusted for common stock equivalents (813,362 ) (936,852 ) (1,270,428 ) (1,879,991 ) Denominator: Weighted average shares - basic 200,780,577 54,303 101,158,965 30,549 Net income (loss) per share – basic $ (0.04 ) $ (6.91 ) $ (0.07 ) $ 10.32 Dilutive effect of common stock equivalents: Convertible Debt — 940,656 — 940,656 Preferred shares — 470,686 — 470,686 — 1,411,342 — 1,411,342 Denominator: Weighted average shares – diluted 200,780,577 1,465,645 101,158,965 1,441,891 Net income (loss) per share – diluted $ (0.04 ) $ (0.64 ) $ (0.07 ) $ (1.31 ) The anti-dilutive shares of common stock equivalents for the three and six months ended August 31, 2020 and August 31, 2019 were as follows: For the Three Months Ended For the Six Months Ended August 31, August 31, 2020 2019 2020 2019 Convertible notes and accrued interest 3,610,181,585 — 3,610,181,585 — Convertible Class C Preferred shares 1,828,604,242 — 1,828,604,242 — Total 5,438,785,827 — 5,438,785,827 — |
ROBOTIC ASSISTANCE DEVICES GROU
ROBOTIC ASSISTANCE DEVICES GROUP, INC CONSOLIDATION | 6 Months Ended |
Aug. 31, 2020 | |
Robotic Assistance Devices Group Inc Consolidation | |
ROBOTIC ASSISTANCE DEVICES GROUP, INC. CONSOLIDATION | 16. ROBOTIC ASSISTANCE DEVICES GROUP, INC. CONSOLIDATION In the quarter ended August 31, 2020, one of Robotics Assistance Devices, Inc.’s (“RAD”) lenders entered receivership under the US Bankruptcy Courts supervision. The trustee assigned to the bankruptcy estate used powers granted under the loan agreement with RAD to take over and control RAD’s bank accounts which allowed the trustee to transfer all funds available to the bankruptcy estate in partial repayment of the loan, which amounted to approximately $50,200. Because the trustee of the bankruptcy estate maintained effective control of RAD’s bank accounts, one member of Management transferred control of an entity under his control to the Company in order to transfer the conduct of RAD business to the new entity, Robotics Assistance Devices Group, Inc. (“RAD G”) Because of this, the Company has consolidated RAD G beginning on June 1, 2020. The table below shows the assets and liabilities consolidated on June 1, 2020 that were contributed: Cash $ (283 ) Accounts receivable 450 Other liabilities 11,675 Net liabilities contributed $ (11,508 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Aug. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS Subsequent to August 31, 2020 through to October 13, 2020: Convertible note holders converted $537,659 of principal, $234,805 of interest and $3,000 of fees into 587,797,882 shares of the Company’s common stock. On October 6, 2020 and investor entered into a secured loan agreement whereby the investor advanced $150,000, with an effective interest rate of approximately 19% and a March 6, 2023 maturity. Principal and interest are to be repaid commencing on December 6, 2020 in 6 instalments of $2,000 per month followed by 22 instalments of $8,500 per month. The loan is secured by revenue producing devices having an estimated net book value of approximately $200,000. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and in conformity with the condensing 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”) and should be read in conjunction with the audited financial statements and notes thereto in the Company’s latest Annual Report filed with the SEC on Form 10-K as filed on July 28, 2020. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Robotic Assistance Devices, Inc., Robotic Assistance Devices Group, Inc. (see Note 16), Robotic Assistance Devices Mobile, 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 six months ended August 31, 2020 are not necessarily indicative of the results that may be expected for the entire year. |
Use of Estimates | Use of Estimates In order to prepare financial statements in conformity with accounting principals generally accepted in the United States, management must make estimates, judgements and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value derivative liabilities. |
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. There were no allowances provided for the six months ended August 31, 2020 and the year ended February 29, 2020. |
Device Parts Inventory | Device Parts Inventory Device parts inventory is stated at the lower of cost or net realizable value using the weighted average cost method. The Company records a valuation reserve for obsolete and slow-moving inventory, relying principally on specific identification of such inventory. The Company uses these device parts in the assembly of revenue earning devices (and demo devices) as well as research and development. Depending on use, the Company will transfer the parts to the corresponding asset or expense if used in research and development. A charge to income is taken when factors that would result in a need for an increase in the valuation, such as excess or obsolete inventory, are noted. As at both August 31, 2020 and February 29, 2020 we had a valuation reserve of $160,000. |
Revenue Earning Devices | Revenue Earning Devices Revenue earning devices 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 devices to determine whether events or changes in circumstances have occurred that may warrant revision of the estimated useful life or whether the devices 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. Vehicles 3 years Computer equipment 3 years Office equipment 4 years |
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 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. |
Sales of Future Revenues | Sales of Future Revenues The Company has entered into transactions, as more fully described in footnote 10, in which it has received funding from investors in exchange for which it will make payments to those investors based on the level of sales of certain revenue categories, generally based on a percentage of sales for those certain revenues. The Company determines whether these agreements constitute sales of future revenues or are in substance debt based on the facts and circumstances of each agreement, with the following primary criteria determinative of whether the agreement constitutes a sale of future revenues or debt: ● Does the agreement purport, in substance, to be a sale ● Does the Company have continuing involvement in the generation of cash flows due the investor ● Is the transaction cancellable by either party through payment of a lump sum or other transfer of assets ● Is the investors rate of return is implicitly limited by the terms of the agreement ● Does the Company’s revenue for a reporting period underlying the agreement have only a minimal impact on the investor’s rate of return ● Does the investor have recourse relating to payments due In the event a transaction is determined to be a sale of future revenues, it is recorded as deferred revenue and amortized using the sum-of-the-revenue method. In the event a transaction is determined to be debt, it is recorded as debt and amortized using the effective interest method. As of the date of these financial statements, the Company has determined that all such agreements are debt. |
Revenue Recognition | Revenue Recognition ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” Revenue Recognition (Topic 605) |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. ASC 740, Accounting for Income Taxes requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. The Company’s gross deferred tax assets were revalued based on the reduction in the federal statutory tax rate from 35% to 21%. A corresponding offset has been made to the valuation allowance, and any potential other taxes arising due to the Tax Act will result in reductions to the Company’s net operating loss carryforward and valuation allowance. The Company will continue to analyze the Tax Act to assess its full effects on the Company’s financial results, including disclosures, for the Company’s fiscal year ending February 29, 2021, but the Company does not expect the Tax Act to have a material impact on the Company’s consolidated financial statements |
Leases | Leases We adopted ASU No. 2016—02— Leases (topic 842) In addition, we elected the hindsight practical expedient to determine the lease term for existing leases. The standard did not materially impact our consolidated net loss, accumulated deficit, and had no impact on cash flows. Lease agreements are evaluated to determine if they are sales/finance leases meeting any of the following criteria at inception: (a) transfer of ownership of the underlying asset; (b) purchase option that is reasonably certain of being exercised; (c) the lease term is greater than a major part of the remaining estimated economic life of the underlying asset; or (d) if the present value of the sum of lease payments and any residual value guaranteed by the lessee that has not already been included in lease payments in accordance with ASC 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset. If at its inception, a lease meets any of the four lease criteria above, the lease is classified by the Company as a sales/finance; 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: Amount at Fair Value Measurement Using Fair Value Level 1 Level 2 Level 3 August 31, 2020 Liabilities Derivative liability – conversion features pursuant to convertible notes payable $ 9,489,751 $ — $ — $ 9,489,751 February 29, 2020 Liabilities Derivative liability – conversion features pursuant to convertible notes payable $ 6,890,688 $ — $ — $ 6,890,688 See Note 12 for specific inputs used in the multinomial lattice model 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 (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is 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. See additional disclosure in Note-18. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements See discussion of the adoption of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. The updated guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows. On March 1, 2019 the Company adopted ASU No. 2016-02, Leases (Topic 842) |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In September 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses |
Reclassifications | Reclassifications Certain reclassifications have been made in the 2019 financial statements to conform to the 2020 presentation. These reclassifications have no effect on net loss for 2019. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of fixed assets lives | Major repairs or improvements are capitalized. Minor replacements and maintenance and repairs which do not improve or extend asset lives are expensed currently. Vehicles 3 years Computer equipment 3 years Office equipment 4 years |
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: Amount at Fair Value Measurement Using Fair Value Level 1 Level 2 Level 3 August 31, 2020 Liabilities Derivative liability – conversion features pursuant to convertible notes payable $ 9,489,751 $ — $ — $ 9,489,751 February 29, 2020 Liabilities Derivative liability – conversion features pursuant to convertible notes payable $ 6,890,688 $ — $ — $ 6,890,688 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue from contracts with customers | The following table presents revenues from contracts with customers disaggregated by product/service: Three Months Ended Six Months Ended Device rental activities $ 73,082 $ 130,203 Direct sales of goods and services 3,000 9,200 $ 76,082 $ 139,403 Three Months Ended Six Months Ended Device rental activities $ 52,621 $ 84,924 Direct sales of goods and services 22,403 30,405 $ 75,024 $ 115,329 |
REVENUE EARNING DEVICES (Tables
REVENUE EARNING DEVICES (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Revenue Earning Devices | |
Schedule of revenue earning devices | Revenue earning devices consisted of the following: August 31, 2020 February 29, 2020 Revenue earning devices $ 409,353 $ 362,259 Less: Accumulated depreciation (170,549 ) (123,088 ) $ 238,804 $ 239,171 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Fixed assets consisted of the following: August 31, 2020 February 29, 2020 Automobile $ 43,453 $ 41,953 Computer equipment 23,399 20,262 Office equipment 2,127 5,680 68,979 67,895 Less: Accumulated depreciation (60,654 ) (51,637 ) $ 8,325 $ 16,258 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consisted of the following: Balance Balance Interest Conversion August 31, February 29, Issued Maturity Rate Rate per Share 2020 2020 January 31, 2013 February 28, 2017 * 10% $0.010 (3) $ 119,091 $ 119,091 May 31, 2013 November 30, 2016 * 10% $0.010 (3) 261,595 261,595 August 31, 2014 November 30, 2016 * 10% $0.002 (3) 355,652 355,652 November 30, 2014 November 30, 2016 * 10% $0.002 (3) 103,950 103,950 February 28, 2015 February 28, 2017 * 10% $0.001 (3) 63,357 63,357 May 31, 2015 August 31, 2017* 10% $1.000 (3) 65,383 65,383 August 31, 2015 August 31, 2017* 10% $0.300 (3) 91,629 91,629 November 30, 2015 November 30, 2018* 10% $0.300 (3) 269,791 269,791 February 29, 2016 February 28, 2019* 10% 60% discount (2) 95,245 95,245 May 31, 2016 May 31, 2019* 10% $0.003 (3) 35,100 35,100 July 18, 2016 July 18, 2017* 10% $0.003 (3) 3,500 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, 2021 8% 35% discount (2) 150,000 150,000 March 8, 2017 March 8, 2020* 10% 40% discount (2) 100,000 100,000 March 9, 2017 March 9, 2021 8% 35% discount (2) 50,000 50,000 April 26, 2017 April 26, 2018* 0% $0.001 68 68 May 1, 2017 May 1, 2021 8% 35% discount (2) 50,000 50,000 May 4, 2017 May 4, 2018* 8% 40% discount (2) — 22,610 May 15, 2017 May 15, 2018* 0% $0.001 1,280 1,280 May 17, 2017 May 17, 2020* 10% 40% discount (1) 85,000 85,000 June 7, 2017 June 7, 2018* 8% 40% discount (2) — 156,764 June 16, 2017 June 16, 2018* 0% $0.001 750 750 July 6, 2017 July 6, 2018* 8% 40% discount (2) — 200,000 August 8, 2017 August 8, 2018* 8% 40% discount (2) 44,990 125,000 July 28, 2017 July 28, 2018* 15% 40% discount (2) 47,913 47,913 August 29, 2017 August 29, 2018* 15% 50% discount (2) 47,156 162,250 October 4, 2017 May 4, 2018* 8% 40% discount (2) 150,000 150,000 October 16, 2017 October 16, 2018* 15% 50% discount (2) 328,537 328,537 November 22, 2017 November 22, 2018* 15% 50% discount (2) 546,920 550,275 December 28, 2017 December 28, 2017* 10% 40% discount (2) — 57,008 December 29, 2017 December 29, 2018* 15% 50% discount (2) 363,000 363,000 January 9, 2018 January 9, 2019* 8% 40% discount (2)(1) 79,508 79,508 January 30, 2018 January 30, 2019* 15% 50% discount (2)(1) 330,000 330,000 February 21, 2018 February 21, 2019* 15% 50% discount (2)(1) 252,965 330,000 March 14, 2018 March 14, 2019* 10% 40% discount (2) 37,875 50,000 June 7, 2017 June 9, 2019* 8% 40% discount (2) 200,000 200,000 April 9, 2018 April 9, 2019* 15% 50% discount (2) 60,500 60,500 March 21, 2017 March 21, 2018* 8% 40% discount (2) 40,000 40,000 April 20, 2018 April 20, 2019* 8% 40% discount (2) 97,659 97,659 May 2, 2018 December 2, 2018* 10% 40% discount (2) — 70,682 May 4, 2018 May 4, 2019* 12% 50% discount (2) 123,750 123,750 May 14, 2018 December 14, 2018* 10% 50% discount (2) — 33,542 May 23, 2018 May 23, 2019* 10% 50% discount (2) 113,500 110,000 June 6, 2018 June 6, 2019* 15% 50% discount (2) 282,949 282,949 June 19, 2018 March 19, 2019* 15% 50% discount (2) 110,781 43,125 July 6, 2017 June 9, 2019* 8% 40% discount (2) 200,000 200,000 August 1, 2018 August 1, 2019* 15% 50% discount (2) 35,750 35,750 August 23, 2018 August 23, 2019* 8% 45% discount (2) — 70,123 September 13, 2018 June 30, 2019* 12% 45% discount (2) 9,200 9,200 September 17, 2018 March 17, 2019* 10% 50% discount (2) — 4,945 September 20, 2018 September 20, 2019* 15% 50% discount (2) 43,285 43,285 September 24, 2018 June 24, 2019* 8% 40% discount (2) 45,663 63,913 August 8, 2017 June 9, 2019* 8% 40% discount (2) 125,000 125,000 November 8, 2018 August 15, 2019* 12% 45% discount (2) 79,500 79,500 November 26, 2018 May 26, 2019* 10% 50% discount (2) — 44,799 August 29, 2019 August 29, 2020* 8% 40% discount (2) 28,875 26,250 5,941,667 6,834,228 Less: current portion of convertible notes payable (5,941,667 ) (6,734,227 ) Less: discount on noncurrent convertible notes payable — (30,486 ) Noncurrent convertible notes payable, net of discount $ — $ 69,515 Current portion of convertible notes payable $ 5,941,667 $ 6,734,227 Less: discount on current portion of convertible notes payable (56,413 ) (120,602 ) Current portion of convertible notes payable, net of discount $ 5,885,254 $ 6,613,625 * The indicated notes were in default as of August 31, 2020. Default interest rate 24% (1) The note is convertible beginning six months after the date of issuance. (2) The notes are convertible at a discount (as indicated) to the average market price and are accounted for and evaluated under ASC 480 as discussed in Note 3. (3) The conversion price is not subject to adjustment from forward or reverse stock splits. |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Loans Payable [Abstract] | |
Schedule of loans payable | Loans payable consisted of the following: Annual Date Maturity Description Principal Interest Rate June 11, 2018 June 11, 2019 Promissory note (3) $ 48,000 25% * August 10, 2018 September 1, 2018 Promissory note 10,000 25% * August 16, 2018 August 16, 2019 Promissory note (1) 12,624 25% * August 16, 2018 October 1, 2018 Promissory note 10,000 25% * August 23, 2018 October 20, 2018 Promissory note (21) 25,000 20% * October 11, 2018 October 11, 2019 Promissory note (7) 17,000 20% * August 5, 2019 March 11, 2020 Factoring Agreement (4) 21,250 (4) * November 12, 2019 August 11, 2020 Factoring Agreement (10) 3,292 (10) * December 20, 2019 March 5, 2020 Factoring Agreement (14) 7,480 * October 17, 2019 April 29, 2020 Factoring Agreement (11) — (11) September 27, 2019 April 4, 2020 Factoring Agreement (12) 8,857 (12) * January 31, 2019 June 30, 2019 Promissory note (2) 78,432 15% * January 24, 2019 January 24, 2021 Loan (8) 151,431 11% May 9, 2019 June 30, 2019 Promissory note (5) 7,850 15% * May 31, 2019 June 30, 2019 Promissory note (6) 86,567 15% * June 26, 2019 June 26, 2020 Promissory note (9) 79,104 15% * September 24, 2019 June 24 2020 Promissory note (13) 12,000 15% * January 30, 2020 January 30, 2021 Promissory note (15) 11,000 15% February 27, 2020 February 27, 2021 Promissory note (16) 5,000 15% April 16, 2020 April 16, 2021 Promissory note (17) 13,000 15% May 12, 2020 May 12, 2021 Promissory note (18) 43,500 15% May 22, 2020 May 22, 2021 Promissory note (19) 85,000 15% June 2, 2020 June 2, 2021 Promissory note (23) 62,000 15% June 9, 2020 June 9, 2021 Promissory note (24) 31,000 15% June 12, 2020 June 12, 2021 Promissory note (25) 50,000 15% June 16, 2020 June 16, 2021 Promissory note (26) 42,000 15% April 3, 2020 April 3, 2021 Promissory note (20) 27,697 20% August 31, 2020 August 31, 2021 Promissory note (22) 44,183 20% $ 993,267 Less current portion of loans payable 993,267 Non-current portion of loans payable $ — * Note is in default. No notice has been given by the note holder. (1) Repayable in 12 monthly instalments of $2,376 commencing September 16, 2018 and secured by revenue earning devices having a net book value of at least $25,000. Only $12,376 has been repaid by the Company and no notices have been received. Accrued interest of $1,511 has been recorded. (2) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $25,882. (3) Repayable in 12 monthly instalments of $4,562 commencing August 11, 2018 and secured by revenue earning devices having a net book value of at least $48,000. No repayments have been made by the Company and no notices have been received. (4) Total loan $79,750, repayable $475 per business day including fees and interest of $25,170. Original cash proceeds of $31,353 and $23,227 carried from previous loan less repayment of $58,500, including payments of $5,775 made during the six months ended August 31, 2020. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. (5) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $2,590. (6) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $28,567. (7) $6,000 repaid during the year ended February 29, 2020. (8) $200,000 Canadian loan. Interest payable every calendar quarter commencing June30, 2019, if unpaid accrued interest to be paid at maturity. An additional interest amount calculated as 4% of RAD revenues from SCOT rentals for the fiscal years 2020 and 2021 shall be payable March 31, 2020 and March 31, 2021, respectively. Secured by a general security charging all of RAD’s present and after-acquired property in favor of the lender on a first priority basis subject to the following: the lender’s security in this respect shall be postponeable to security in favor of institutional financing obtained by RAD. Bonus interest of 10,304 has been accrued payable March 31, 2020. (9) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $26,104. (10) Total loan of $243,639, repayable $1,509 per week including fees and interest of $60,042. Original cash proceeds of $7,877, repayment of loans (5) and (13) totaling $15,732, partial repayment of fees of $5,566 all totaling $29,175, additional advances of $88,772 with remaining $65,551 to be advanced to the company over the remaining 18 weeks. The Company has repaid a total of $148,789, including payments of $71,100 made during the six months ended August 31, 2020. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. (11) Total loan of $71,000, repayable $710 per business day including fees and interest of $21,000. Original proceeds of $50,000. Loan fully repaid at August 31, 2020. (12) Total loan of $59,960, repayable $590 per business day including fees and interest of $19,960. Original proceeds of $40,000 less repayment of $51,103, including payments of $6,036 made during the quarter ended August 31, 2020. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. (13) The note may be pre-payable at any time. The note balance includes 33% original issue discount of $3,000. (14) Total loan of $12,400, repayable $1,240 per week including fees and interest of $2,400. Original cash proceeds of $10,000, repayments of $4,920. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. (15) The note may be pre-payable at any time. The note balance includes 22% original issue discount of $2,450. (16) The note may be pre-payable at any time. The note balance includes 24% original issue discount of $1,200. (17) The note may be pre-payable at any time. The note balance includes an original issue discount of $3,850. (18) The note may be pre-payable at any time. The note balance includes an original issue discount of $8,000. (19) The note may be pre-payable at any time. The note balance includes an original issue discount of $15,000. (20) $40,000 CDN loan, both principal and interest are due at maturity, if unpaid there is a 10% penalty on unpaid balance. By consent of all parties lender may convert balance into Class F shares at $6,739 USD per share. (21) Principal repayable in one year. Interest repayable in 10 monthly instalments of $460 commencing January 11, 2019 and secured by revenue earning devices having a net book value of at least $186,000. 25,000 repaid. (22) $60,000 CDN loan, principal is due at maturity, interest is payable commencing the third month after the loan over the remaining 10 months. If principal or interest unpaid there is a 10% penalty on unpaid balance. By consent of all parties lender may convert balance into Class F shares at $6,739 USD per share. (23) The note may be pre-payable at any time. The note balance includes an original issue discount of $12,000. (24) The note may be pre-payable at any time. The note balance includes an original issue discount of $6,000. (25) The note may be pre-payable at any time. The note balance includes an original issue discount of $10,000. (26) The note may be pre-payable at any time. The note balance includes an original issue discount of $7,000. |
DERIVATIVE LIABILITES (Tables)
DERIVATIVE LIABILITES (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Derivative Liability [Abstract] | |
Schedule of derivative liabilities using the Monte-Carlo | The Company estimated the fair value of the derivative liabilities using the multinomial lattice model using the following key assumptions during the three months ended August 31, 2020: Strike price $0.035 - $0.005 Fair value of Company common stock $0.059 - $0.0065 Dividend yield 0.00% Expected volatility 556.4% - 359.2% Risk free interest rate 0.16% - 0.08% Expected term (years) 0.67 - 0.25 |
Schedule of level 3 financial instruments | 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, 2020 were as follows: Balance as of February 28, 2020 $ 6,890,688 Release of derivative liability on conversion of convertible notes payable (1,728,231 ) Change in fair value of derivative liabilities 4,327,294 Balance as of August 31, 2020 $ 9,489,751 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule for summary of stock option activity | Summary of Stock Option Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Years Outstanding at March 1, 2020 2,043 $ 156 1.81 Issued — — — Exercised — — — Forfeited and cancelled — — — Outstanding at August 31, 2020 2,043 $ 156 1.79 |
COMMITMENTS & CONTINGENCIES (Ta
COMMITMENTS & CONTINGENCIES (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of RAD's future minimum payments | The parties finally settled all claims with a full release for $180,000 in June 2019 payable in 14 monthly instalments as follows: 2019 2020 Total 6/30/19 $ 5,000 1/26/2020 $ 15,000 7/30/19 $ 5,000 2/25/2020 $ 15,000 8/29/19 $ 7,500 3/26/2020 $ 15,000 9/28/19 $ 7,500 4/25/2020 $ 15,000 10/28/19 $ 10,000 5/25/2020 $ 20,000 11/27/19 $ 10,000 6/25/2020 $ 20,000 12/27/19 $ 15,000 7/24/2020 $ 20,000 Total $ 60,000 $ 120,000 $ 180,000 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of earnings (loss) per share | The net income (loss) per common share amounts were determined as follows: For the Three Months Ended For the Six Months Ended August 31, August 31, 2020 2019 2020 2019 Numerator: Net income (loss) available to common shareholders $ (9,018,241 ) $ (375,234 ) $ (7,042,965 ) $ 315,372 Effect of common stock equivalents: Add: interest expense on convertible debt 588,817 150,848 999,966 281,204 Add Penalty interest on convertible debt 445,277 — 445,277 — Add (less) loss (gain) on change of derivative liabilities 7,170,785 (712,466 ) 4,327,294 (2,476,567 ) Net income (loss) adjusted for common stock equivalents (813,362 ) (936,852 ) (1,270,428 ) (1,879,991 ) Denominator: Weighted average shares - basic 200,780,577 54,303 101,158,965 30,549 Net income (loss) per share – basic $ (0.04 ) $ (6.91 ) $ (0.07 ) $ 10.32 Dilutive effect of common stock equivalents: Convertible Debt — 940,656 — 940,656 Preferred shares — 470,686 — 470,686 — 1,411,342 — 1,411,342 Denominator: Weighted average shares – diluted 200,780,577 1,465,645 101,158,965 1,441,891 Net income (loss) per share – diluted $ (0.04 ) $ (0.64 ) $ (0.07 ) $ (1.31 ) |
Schedule of anti-dilutive shares | The anti-dilutive shares of common stock equivalents for the three and six months ended August 31, 2020 and August 31, 2019 were as follows: For the Three Months Ended For the Six Months Ended August 31, August 31, 2020 2019 2020 2019 Convertible notes and accrued interest 3,610,181,585 — 3,610,181,585 — Convertible Class C Preferred shares 1,828,604,242 — 1,828,604,242 — Total 5,438,785,827 — 5,438,785,827 — |
ROBOTIC ASSISTANCE DEVICES GR_2
ROBOTIC ASSISTANCE DEVICES GROUP, INC. CONSOLIDATION (Tables) | 6 Months Ended |
Aug. 31, 2020 | |
Robotic Assistance Devices Group Inc. Consolidation | |
Schedule of consolidated assets and liabilities | The table below shows the assets and liabilities consolidated on June 1, 2020 that were contributed: Cash $ (283 ) Accounts receivable 450 Other liabilities 11,675 Net liabilities contributed $ (11,508 ) |
GENERAL INFORMATION (Details Na
GENERAL INFORMATION (Details Narrative) - shares | Aug. 28, 2017 | Aug. 31, 2020 | Feb. 29, 2020 | Jul. 25, 2017 |
Common stock, issued | 530,030,215 | 418,415 | ||
Robotic Assistance Devices, LLC ("RAD") [Member] | ||||
Common stock, issued | 10,000 | |||
Robotic Assistance Devices, LLC ("RAD") [Member] | Series F Preferred Stock [Member] | ||||
Number of shares isuued under acquisition | 2,450 | |||
Robotic Assistance Devices, LLC ("RAD") [Member] | Series E Preferred Stock [Member] | ||||
Number of shares isuued under acquisition | 3,350,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | |||
Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | [1] | |
Going Concern | ||||
Cash flow from operating activities | $ (903,374) | $ (1,010,924) | ||
Accumulated deficit | (32,665,808) | $ (25,622,843) | ||
Working capital | $ 22,073,165 | |||
[1] | Derived from audited information |
ACCOUNTING POLICIES (Details)
ACCOUNTING POLICIES (Details) | 6 Months Ended |
Aug. 31, 2020 | |
Vehicles [Member] | |
Fixed assets, useful life | 3 years |
Computer Equipment [Member] | |
Fixed assets, useful life | 3 years |
Office Equipment [Member] | |
Fixed assets, useful life | 4 years |
ACCOUNTING POLICIES (Details 1)
ACCOUNTING POLICIES (Details 1) - Fair Value, Measurements, Recurring [Member] - USD ($) | Aug. 31, 2020 | Feb. 29, 2020 |
Liabilities | ||
Derivative liability - conversion features pursuant to convertible notes payable | $ 9,489,751 | $ 6,890,688 |
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 | $ 9,489,751 | $ 6,890,688 |
ACCOUNTING POLICIES (Details Na
ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |
Aug. 31, 2020 | Feb. 29, 2020 | |
Inventory valuation reserve | $ 160,000 | $ 160,000 |
Revenue earning devices, useful life | 48 months | |
Current federal statutory tax rate | 21.00% | |
Previous federal statutory tax rate | 35.00% | |
Minimum [Member] | ||
Fixed assets, useful life | 3 years | |
Maximum [Member] | ||
Fixed assets, useful life | 5 years |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Device rental activities | $ 73,082 | $ 52,621 | $ 130,203 | $ 84,924 |
Direct sales of goods and services | 3,000 | 22,403 | 9,200 | 30,405 |
Total revenue from contracts with customers | $ 76,082 | $ 75,024 | $ 139,403 | $ 115,329 |
REVENUE EARNING DEVICES (Detail
REVENUE EARNING DEVICES (Details) - USD ($) | Aug. 31, 2020 | Feb. 29, 2020 |
Revenue Earning Devices | ||
Revenue earning devices | $ 409,353 | $ 362,259 |
Less: Accumulated depreciation | (170,549) | (123,088) |
Total revenue earning devices | $ 238,804 | $ 239,171 |
REVENUE EARNING DEVICES (Deta_2
REVENUE EARNING DEVICES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Revenue Earning Devices | ||||
Revenue earning devices, depreciation expense | $ 24,820 | $ 19,789 | $ 47,461 | $ 35,556 |
Total additions to revenue earning devices | $ 47,094 | 121,360 | ||
Inventory transfers | $ 97,788 | $ 97,788 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Aug. 31, 2020 | Feb. 29, 2020 | |
Gross | $ 68,979 | $ 67,895 | |
Less: Accumulated depreciation | (60,654) | (51,637) | |
Fixed assets, net of accumulated depreciation | 8,325 | 16,258 | [1] |
Automobile [Member] | |||
Gross | 43,453 | 41,953 | |
Computer Equipment [Member] | |||
Gross | 23,399 | 20,262 | |
Office Equipment [Member] | |||
Gross | $ 2,127 | $ 5,680 | |
[1] | Derived from audited information |
FIXED ASSETS (Details Narrative
FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Depreciation expense | $ 5,541 | $ 5,461 | $ 11,015 | $ 10,912 |
Additions to fixed assets | 4,638 | 4,638 | ||
Office Equipment [Member] | ||||
Original cost | 3,550 | 3,550 | ||
Net book value | $ 1,553 | 1,553 | ||
Proceeds of fixed assets | 1,000 | |||
Loss on impairment of fixed assets | $ 553 |
DEFERRED VARIABLE PAYMENT OBL_2
DEFERRED VARIABLE PAYMENT OBLIGATION (Details Narrative) - USD ($) | Aug. 27, 2020 | Jul. 01, 2020 | Apr. 22, 2020 | Dec. 30, 2019 | Nov. 18, 2019 | May 09, 2019 | Feb. 01, 2019 | Feb. 29, 2020 | Aug. 31, 2020 | May 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | May 31, 2020 | |
Accrued Payment | $ 30,534 | $ 50,349 | $ 50,349 | |||||||||||
Debt outstanding | 1,559,000 | 2,525,000 | 2,525,000 | |||||||||||
Accrued in payment | 8,821 | 19,814 | ||||||||||||
Proceeds from payment obligation | 966,000 | $ 819,750 | ||||||||||||
Total payment obligation | 1,559,000 | [1] | 2,525,000 | 2,525,000 | ||||||||||
Current portion of deferred variable payment obligation | 30,534 | [1] | $ 50,349 | $ 50,349 | ||||||||||
Investor [Member] | ||||||||||||||
Advance amount | 900,000 | $ 50,000 | ||||||||||||
Description of disposition price | The FMV cannot exceed 43.77% of the share disposition price defined as the total price the third party paid for the shares plus the total value of all future Payments. | |||||||||||||
Maximum amount of debt | $ 100,000 | $ 900,000 | ||||||||||||
Percentage of exchange rate | 1.00% | 9.00% | ||||||||||||
Description of variable payments terms | If the total investor advances turns out to be less than $900,000, this would not constitute a breach of the agreement, rather the 9% rate would be adjusted on a pro-rata basis. | |||||||||||||
Periodic payment | $ 60,000 | |||||||||||||
Maturity date | Nov. 30, 2019 | |||||||||||||
Frequency of periodic payment | Monthly installments | |||||||||||||
Interest rate | 6.00% | |||||||||||||
Investor [Member] | New Agreement [Member] | ||||||||||||||
Payment rate | 14.25% | |||||||||||||
Description of agreement | The Company and the first investor referred to above consolidated the three separate agreements of February 1, 2019 for $900,000, November 18, 2019 for $225,000 and July 1, 2020 for $800,000 into a new agreement for a total of $1,925,000. | |||||||||||||
Investor [Member] | Minimum [Member] | ||||||||||||||
Payment rate | 1.00% | |||||||||||||
Investor [Member] | Maximum [Member] | ||||||||||||||
Payment rate | 31.00% | |||||||||||||
Investor [Member] | Financial Assets Sold under Agreement to Repurchase [Member] | ||||||||||||||
Percentage of assets sold | 10.00% | 10.00% | ||||||||||||
Percentage of total asset disposition price | 43.77% | |||||||||||||
Investor [Member] | ||||||||||||||
Maximum amount of debt | $ 400,000 | $ 143,556 | ||||||||||||
Percentage of exchange rate | 4.00% | |||||||||||||
Description of variable payments terms | If the total investor advances turns out to be less than $400,000, this would not constitute a breach of the agreement, rather the 4% rate would be adjusted on a pro-rata basis. | |||||||||||||
Periodic payment | $ 64,111 | |||||||||||||
Date of first required payment | Jul. 1, 2019 | |||||||||||||
Frequency of periodic payment | Four monthly installments | |||||||||||||
Proceeds from related party | $ 400,000 | |||||||||||||
Investor [Member] | ||||||||||||||
Maximum amount of debt | $ 100,000 | $ 50,000 | $ 17,444 | |||||||||||
Percentage of exchange rate | 1.00% | 1.11% | ||||||||||||
Description of variable payments terms | If the total investor advances turns out to be less than $50,000, this would not constitute a breach of the agreement, rather the 1.11% rate would be adjusted on a pro-rata basis. | As the investor has only advanced the $50,000 the 1.00% rate Payment has been adjusted on a pro-rata basis to 0.50%. | ||||||||||||
Periodic payment | $ 8,014 | |||||||||||||
Date of first required payment | Jul. 1, 2019 | |||||||||||||
Frequency of periodic payment | Four monthly installments | |||||||||||||
Proceeds from related party | $ 50,000 | |||||||||||||
Investor [Member] | ||||||||||||||
Maximum amount of debt | $ 800,000 | $ 225,000 | ||||||||||||
Percentage of exchange rate | 2.75% | 2.25% | ||||||||||||
Description of variable payments terms | If the total investor advances turns out to be less than $100,000, this would not constitute a breach of the agreement, rather the 1.00% rate would be adjusted on a pro-rata basis. | |||||||||||||
Description of advance payment terms | The investor has agreed to pay $100,000 per month over an 8 month period with the first payment due July 2020 and the final payment no later than February 28, 2021. | |||||||||||||
Date of first required payment | May 31, 2021 | |||||||||||||
Total payment obligation | $ 800,000 | $ 800,000 | ||||||||||||
Payment rate | 20.00% | |||||||||||||
[1] | Derived from audited information |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 6 Months Ended | |||
Aug. 31, 2020 | Feb. 29, 2020 | |||
Total convertible notes payable | $ 5,941,667 | $ 6,834,228 | ||
Less: current portion of convertible notes payable | (5,941,667) | (6,734,227) | ||
Less: discount on noncurrent convertible notes payable | (30,486) | |||
Noncurrent convertible notes payable, net of discount | 69,515 | [1] | ||
Current portion of convertible notes payable | 5,941,667 | 6,734,227 | ||
Less: discount on current portion of convertible notes payable | (56,413) | (120,602) | ||
Current portion of convertible notes payable, net of discount | $ 5,885,254 | 6,613,625 | [1] | |
Convertible Notes Payable # 1 [Member] | ||||
Issued | Jan. 31, 2013 | |||
Maturity | [2] | Feb. 28, 2017 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [3] | $ 0.010 | ||
Total convertible notes payable | $ 119,091 | 119,091 | ||
Convertible Notes Payable # 2 [Member] | ||||
Issued | May 31, 2013 | |||
Maturity | [2] | Nov. 30, 2016 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [3] | $ 0.010 | ||
Total convertible notes payable | $ 261,595 | 261,595 | ||
Convertible Notes Payable # 3 [Member] | ||||
Issued | Aug. 31, 2014 | |||
Maturity | [2] | Nov. 30, 2016 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [3] | $ 0.002 | ||
Total convertible notes payable | $ 355,652 | 355,652 | ||
Convertible Notes Payable # 4 [Member] | ||||
Issued | Nov. 30, 2014 | |||
Maturity | [2] | Nov. 30, 2016 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [3] | $ 0.002 | ||
Total convertible notes payable | $ 103,950 | 103,950 | ||
Convertible Notes Payable # 5 [Member] | ||||
Issued | Feb. 28, 2015 | |||
Maturity | [2] | Feb. 28, 2017 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [3] | $ 0.001 | ||
Total convertible notes payable | $ 63,357 | 63,357 | ||
Convertible Notes Payable # 6 [Member] | ||||
Issued | May 31, 2015 | |||
Maturity | [2] | Aug. 31, 2017 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [3] | $ 1 | ||
Total convertible notes payable | $ 65,383 | 65,383 | ||
Convertible Notes Payable # 7 [Member] | ||||
Issued | Aug. 31, 2015 | |||
Maturity | [2] | Aug. 31, 2017 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [3] | $ 0.300 | ||
Total convertible notes payable | $ 91,629 | 91,629 | ||
Convertible Notes Payable # 8 [Member] | ||||
Issued | Nov. 30, 2015 | |||
Maturity | [2] | Nov. 30, 2018 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [3] | $ 0.300 | ||
Total convertible notes payable | $ 269,791 | 269,791 | ||
Convertible Notes Payable # 9 [Member] | ||||
Issued | Feb. 29, 2016 | |||
Maturity | [2] | Feb. 28, 2019 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [4] | 60% discount | ||
Total convertible notes payable | $ 95,245 | 95,245 | ||
Convertible Notes Payable # 10 [Member] | ||||
Issued | May 31, 2016 | |||
Maturity | [2] | May 31, 2019 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [3] | $ 0.003 | ||
Total convertible notes payable | $ 35,100 | 35,100 | ||
Convertible Notes Payable # 11 [Member] | ||||
Issued | Jul. 18, 2016 | |||
Maturity | [2] | Jul. 18, 2017 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [3] | $ 0.003 | ||
Total convertible notes payable | $ 3,500 | 3,500 | ||
Convertible Notes Payable # 12 [Member] | ||||
Issued | Dec. 31, 2016 | |||
Maturity | Dec. 31, 2020 | |||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 35% discount | ||
Total convertible notes payable | $ 65,000 | 65,000 | ||
Convertible Notes Payable # 13 [Member] | ||||
Issued | Jan. 15, 2017 | |||
Maturity | Jan. 15, 2021 | |||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 35% discount | ||
Total convertible notes payable | $ 50,000 | 50,000 | ||
Convertible Notes Payable # 14 [Member] | ||||
Issued | Jan. 15, 2017 | |||
Maturity | Jan. 15, 2021 | |||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 35% discount | ||
Total convertible notes payable | $ 100,000 | 100,000 | ||
Convertible Notes Payable # 15 [Member] | ||||
Issued | Jan. 16, 2017 | |||
Maturity | Jan. 16, 2021 | |||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 35% discount | ||
Total convertible notes payable | $ 150,000 | 150,000 | ||
Convertible Notes Payable # 16 [Member] | ||||
Issued | Mar. 8, 2017 | |||
Maturity | [2] | Mar. 8, 2020 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | $ 100,000 | 100,000 | ||
Convertible Notes Payable # 17 [Member] | ||||
Issued | Mar. 9, 2017 | |||
Maturity | [2] | Mar. 9, 2021 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 35% discount | ||
Total convertible notes payable | $ 50,000 | 50,000 | ||
Convertible Notes Payable # 18 [Member] | ||||
Issued | Apr. 26, 2017 | |||
Maturity | [2] | Apr. 26, 2018 | ||
Interest Rate | 0.00% | |||
Conversion Rate per Share | $ 0.001 | |||
Total convertible notes payable | $ 68 | 68 | ||
Convertible Notes Payable # 19 [Member] | ||||
Issued | May 1, 2017 | |||
Maturity | [2] | May 1, 2021 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 35% discount | ||
Total convertible notes payable | $ 50,000 | 50,000 | ||
Convertible Notes Payable # 20 [Member] | ||||
Issued | May 4, 2017 | |||
Maturity | [2] | May 4, 2018 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | 22,610 | |||
Convertible Notes Payable # 21 [Member] | ||||
Issued | May 15, 2017 | |||
Maturity | [2] | May 15, 2018 | ||
Interest Rate | 0.00% | |||
Conversion Rate per Share | $ 0.001 | |||
Total convertible notes payable | $ 1,280 | 1,280 | ||
Convertible Notes Payable # 22 [Member] | ||||
Issued | May 17, 2017 | |||
Maturity | [2] | May 17, 2020 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [5] | 40% discount | ||
Total convertible notes payable | $ 85,000 | 85,000 | ||
Convertible Notes Payable # 23 [Member] | ||||
Issued | Jun. 7, 2017 | |||
Maturity | [2] | Jun. 7, 2018 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | 156,764 | |||
Convertible Notes Payable # 24 [Member] | ||||
Issued | Jun. 16, 2017 | |||
Maturity | [2] | Jun. 16, 2018 | ||
Interest Rate | 0.00% | |||
Conversion Rate per Share | $ 0.001 | |||
Total convertible notes payable | $ 750 | 750 | ||
Convertible Notes Payable # 25 [Member] | ||||
Issued | Jul. 6, 2017 | |||
Maturity | [2] | Jul. 6, 2018 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | 200,000 | |||
Convertible Notes Payable # 26 [Member] | ||||
Issued | Aug. 8, 2017 | |||
Maturity | [2] | Aug. 8, 2018 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | $ 44,990 | 125,000 | ||
Convertible Notes Payable # 27 [Member] | ||||
Issued | Jul. 28, 2017 | |||
Maturity | [2] | Jul. 28, 2018 | ||
Interest Rate | 15.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | $ 47,913 | 47,913 | ||
Convertible Notes Payable # 28 [Member] | ||||
Issued | Aug. 29, 2017 | |||
Maturity | [2] | Aug. 29, 2018 | ||
Interest Rate | 15.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | $ 47,156 | 162,250 | ||
Convertible Notes Payable # 29 [Member] | ||||
Issued | Oct. 4, 2017 | |||
Maturity | [2] | May 4, 2018 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | $ 150,000 | 150,000 | ||
Convertible Notes Payable # 30 [Member] | ||||
Issued | Oct. 16, 2017 | |||
Maturity | [2] | Oct. 16, 2018 | ||
Interest Rate | 15.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | $ 328,537 | 328,537 | ||
Convertible Notes Payable # 31 [Member] | ||||
Issued | Nov. 22, 2017 | |||
Maturity | [2] | Nov. 22, 2018 | ||
Interest Rate | 15.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | $ 546,920 | 550,275 | ||
Convertible Notes Payable # 32 [Member] | ||||
Issued | Dec. 28, 2017 | |||
Maturity | [2] | Dec. 28, 2017 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | 57,008 | |||
Convertible Notes Payable # 33 [Member] | ||||
Issued | Dec. 29, 2017 | |||
Maturity | [2] | Dec. 29, 2018 | ||
Interest Rate | 15.00% | |||
Conversion Rate per Share | 50% discount | |||
Total convertible notes payable | $ 363,000 | 363,000 | ||
Convertible Notes Payable # 34 [Member] | ||||
Issued | Jan. 9, 2018 | |||
Maturity | [2] | Jan. 9, 2019 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4],[5] | 40% discount | ||
Total convertible notes payable | $ 79,508 | 79,508 | ||
Convertible Notes Payable # 35 [Member] | ||||
Issued | Jan. 30, 2018 | |||
Maturity | [2] | Jan. 30, 2019 | ||
Interest Rate | 15.00% | |||
Conversion Rate per Share | [4],[5] | 50% discount | ||
Total convertible notes payable | $ 330,000 | 330,000 | ||
Convertible Notes Payable # 36 [Member] | ||||
Issued | Feb. 21, 2018 | |||
Maturity | [2] | Feb. 21, 2019 | ||
Interest Rate | 15.00% | |||
Conversion Rate per Share | [4],[5] | 50% discount | ||
Total convertible notes payable | $ 252,965 | 330,000 | ||
Convertible Notes Payable # 37 [Member] | ||||
Issued | Mar. 14, 2018 | |||
Maturity | [2] | Mar. 14, 2019 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | $ 37,875 | 50,000 | ||
Convertible Notes Payable # 38 [Member] | ||||
Issued | Jun. 7, 2017 | |||
Maturity | [2] | Jun. 9, 2019 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | $ 200,000 | 200,000 | ||
Convertible Notes Payable # 39 [Member] | ||||
Issued | Apr. 9, 2018 | |||
Maturity | [2] | Apr. 9, 2019 | ||
Interest Rate | 15.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | $ 60,500 | 60,500 | ||
Convertible Notes Payable # 40 [Member] | ||||
Issued | Mar. 21, 2017 | |||
Maturity | [2] | Mar. 21, 2018 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | $ 40,000 | 40,000 | ||
Convertible Notes Payable # 41 [Member] | ||||
Issued | Apr. 20, 2018 | |||
Maturity | [2] | Apr. 20, 2019 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | $ 97,659 | 97,659 | ||
Convertible Notes Payable # 42 [Member] | ||||
Issued | May 2, 2018 | |||
Maturity | [2] | Dec. 2, 2018 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | 70,682 | |||
Convertible Notes Payable # 43 [Member] | ||||
Issued | May 4, 2018 | |||
Maturity | [2] | May 4, 2019 | ||
Interest Rate | 12.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | $ 123,750 | 123,750 | ||
Convertible Notes Payable # 44 [Member] | ||||
Issued | May 14, 2018 | |||
Maturity | [2] | Dec. 14, 2018 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | 33,542 | |||
Convertible Notes Payable # 45 [Member] | ||||
Issued | May 23, 2018 | |||
Maturity | [2] | May 23, 2019 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | $ 113,500 | 110,000 | ||
Convertible Notes Payable # 46 [Member] | ||||
Issued | Jun. 6, 2018 | |||
Maturity | [2] | Jun. 6, 2019 | ||
Interest Rate | 15.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | $ 282,949 | 282,949 | ||
Convertible Notes Payable # 47 [Member] | ||||
Issued | Jun. 19, 2018 | |||
Maturity | [2] | Mar. 19, 2019 | ||
Interest Rate | 15.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | $ 110,781 | 43,125 | ||
Convertible Notes Payable # 48 [Member] | ||||
Issued | Jul. 6, 2017 | |||
Maturity | [2] | Jun. 9, 2019 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | $ 200,000 | 200,000 | ||
Convertible Notes Payable # 49 [Member] | ||||
Issued | Aug. 1, 2018 | |||
Maturity | [2] | Aug. 1, 2019 | ||
Interest Rate | 15.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | $ 35,750 | 35,750 | ||
Convertible Notes Payable # 50 [Member] | ||||
Issued | Aug. 23, 2018 | |||
Maturity | [2] | Aug. 23, 2019 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 45% discount | ||
Total convertible notes payable | 70,123 | |||
Convertible Notes Payable # 51 [Member] | ||||
Issued | Sep. 13, 2018 | |||
Maturity | [2] | Jun. 30, 2019 | ||
Interest Rate | 12.00% | |||
Conversion Rate per Share | [4] | 45% discount | ||
Total convertible notes payable | $ 9,200 | 9,200 | ||
Convertible Notes Payable # 52 [Member] | ||||
Issued | Sep. 17, 2018 | |||
Maturity | [2] | Mar. 17, 2019 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | 4,945 | |||
Convertible Notes Payable # 53 [Member] | ||||
Issued | Sep. 20, 2018 | |||
Maturity | [2] | Sep. 20, 2019 | ||
Interest Rate | 15.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | $ 43,285 | 43,285 | ||
Convertible Notes Payable # 54 [Member] | ||||
Issued | Sep. 24, 2018 | |||
Maturity | [2] | Jun. 24, 2019 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | $ 45,663 | 63,913 | ||
Convertible Notes Payable # 55 [Member] | ||||
Issued | Aug. 8, 2017 | |||
Maturity | [2] | Jun. 9, 2019 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | $ 125,000 | 125,000 | ||
Convertible Notes Payable # 56 [Member] | ||||
Issued | Nov. 8, 2018 | |||
Maturity | [2] | Aug. 15, 2019 | ||
Interest Rate | 12.00% | |||
Conversion Rate per Share | [4] | 45% discount | ||
Total convertible notes payable | $ 79,500 | 79,500 | ||
Convertible Notes Payable # 57 [Member] | ||||
Issued | Nov. 26, 2018 | |||
Maturity | [2] | May 26, 2019 | ||
Interest Rate | 10.00% | |||
Conversion Rate per Share | [4] | 50% discount | ||
Total convertible notes payable | 44,799 | |||
Convertible Notes Payable # 58 [Member] | ||||
Issued | Aug. 29, 2019 | |||
Maturity | [2] | Aug. 29, 2020 | ||
Interest Rate | 8.00% | |||
Conversion Rate per Share | [4] | 40% discount | ||
Total convertible notes payable | $ 28,875 | $ 26,250 | ||
[1] | Derived from audited information | |||
[2] | The indicated notes were in default as of August 31, 2020. Default interest rate 24 | |||
[3] | The conversion price is not subject to adjustment from forward or reverse stock splits. | |||
[4] | The notes are convertible at a discount (as indicated) to the average market price and are accounted for and evaluated under ASC 480 as discussed in Note 3. | |||
[5] | The note is convertible beginning six months after the date of issuance. |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Amortization of discount on convertible note payable | $ 156,525 | $ 657,058 | ||
Convertible Notes Payable [Member] | ||||
Principal face amount | $ 1,337,838 | $ 1,337,838 | ||
Number of shares issued | 529,611,800 | |||
Notes fees | 17,000 | $ 17,000 | ||
Original issue discounts | 0 | $ 0 | 0 | 0 |
Amortization of discount on convertible note payable | 35,551 | 161,870 | 94,675 | 660,100 |
Accrued interest payable | 726,774 | 726,774 | ||
Penalty interest | 445,277 | $ 0 | 445,277 | $ 32,553 |
Penalties amount | 445,277 | |||
Unsecured Convertible Note [Member] | ||||
Accrued interest payable | $ 3,254,967 | $ 3,254,967 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | May 31, 2020 | ||
Related Party Transactions [Abstract] | |||||||
Net borrowings on loan payable - related party | $ 35,738 | ||||||
Repayment net advances | $ 75,328 | ||||||
Loan payable - related party | $ 1,386,617 | 1,386,617 | $ 1,310,358 | [1] | |||
Balance due to related party | 799,702 | 799,702 | $ 540,000 | ||||
Percentage of interest expense due to related party | 12.00% | ||||||
Deferred salary payable - related party | $ 656,334 | ||||||
Accrued interest, related party | 67,090 | 34,917 | $ 426,000 | ||||
Consulting fees for research and development | $ 61,121 | $ 54,222 | $ 111,816 | (42,852) | |||
Credit received - related party | $ (106,444) | ||||||
Prior period charges - related party | $ 63,592 | ||||||
[1] | Derived from audited information |
OTHER DEBT - VEHICLE LOAN (Deta
OTHER DEBT - VEHICLE LOAN (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Nov. 30, 2017 | Dec. 31, 2016 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | Feb. 28, 2019 | |
Loss on sale of vehicle | $ 112,509 | |||||||
Vehicle Loan [Member] | ||||||||
Current portion vehicle loan | 38,522 | 38,522 | $ 38,522 | |||||
Robotic Assistance Devices, LLC ("RAD") [Member] | Vehicle Loan [Member] | ||||||||
Vehicle loan secured by automobile | $ 47,661 | $ 47,704 | ||||||
Term of debt | 5 years | 5 years | ||||||
Maturity date | Oct. 24, 2022 | Nov. 9, 2021 | ||||||
Payment of debt interest and principal | $ 923 | $ 1,019 | ||||||
Principal repayment of debt | 0 | $ 5,746 | ||||||
Current portion vehicle loan | 21,578 | 21,578 | 21,578 | |||||
Outstanding balance of the loan | 21,907 | 21,907 | ||||||
Loss on sale of vehicle | 3,257 | 3,257 | ||||||
Remaining asset balance value | 16,944 | $ 16,944 | ||||||
Robotic Assistance Devices, LLC ("RAD") [Member] | First Vehicle Loan [Member] | ||||||||
Outstanding balance of the loan | $ 5,515 | 5,515 | ||||||
Proceeds of disposal of vehicle offset against vehicle loan | 18,766 | |||||||
Remaining asset balance value | $ 13,251 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | 6 Months Ended | |||
Aug. 31, 2020 | Feb. 29, 2020 | [1] | ||
Total | $ 993,267 | |||
Less current portion of loans payable | 993,267 | $ 696,154 | ||
Non-current portion of loans payable | ||||
25% Promissory Note Due on June 11, 2019 [Member] | ||||
Date of issuance | [2] | Jun. 11, 2018 | ||
Principal amount | [2],[3] | $ 48,000 | ||
25% Promissory Note Due on September 1, 2018 [Member] | ||||
Date of issuance | [2] | Aug. 10, 2018 | ||
Principal amount | [2] | $ 10,000 | ||
25% Promissory Note Due on August 16, 2019 [Member] | ||||
Date of issuance | [2] | Aug. 16, 2018 | ||
Principal amount | [2],[4] | $ 12,624 | ||
25% Promissory Note Due on October 1 ,2018 [Member] | ||||
Date of issuance | [2] | Aug. 16, 2018 | ||
Principal amount | [2] | $ 10,000 | ||
20% Promissory Note Due on October 20 ,2018 [Member] | ||||
Date of issuance | [2] | Aug. 23, 2018 | ||
Principal amount | [2],[5] | $ 25,000 | ||
20% Promissory Note Due on October 11, 2019 [Member] | ||||
Date of issuance | [2] | Oct. 11, 2018 | ||
Principal amount | [2],[6] | $ 17,000 | ||
Factoring Agreement Due on March 11, 2020 [Member] | ||||
Date of issuance | [2] | Aug. 5, 2019 | ||
Principal amount | [2],[7] | $ 21,250 | ||
15% Promissory Note Due on June 30, 2019 [Member] | ||||
Date of issuance | [2] | Jan. 31, 2019 | ||
Principal amount | [2],[8] | $ 78,432 | ||
11% Loan Due on January 24, 2021 [Member] | ||||
Date of issuance | [2] | Jan. 24, 2019 | ||
Principal amount | [2],[9] | $ 151,431 | ||
15% Promissory Note Due on June 30, 2019 [Member] | ||||
Date of issuance | [2] | May 9, 2019 | ||
Principal amount | [2],[10] | $ 7,850 | ||
15% Promissory Note Due on June 30, 2019 [Member] | ||||
Date of issuance | [2] | May 31, 2019 | ||
Principal amount | [2],[11] | $ 86,567 | ||
15% Promissory Note Due on June 26, 2020 [Member] | ||||
Date of issuance | [2] | Jun. 26, 2019 | ||
Principal amount | [2],[12] | $ 79,104 | ||
Factoring Agreement Due on August 11, 2020 [Member] | ||||
Date of issuance | [2] | Nov. 12, 2019 | ||
Principal amount | [2],[13] | $ 3,292 | ||
Factoring Agreement Due on April 29, 2020 [Member] | ||||
Date of issuance | [2] | Oct. 17, 2019 | ||
Principal amount | [2],[14] | |||
Factoring Agreement Due on April 4, 2020 [Member] | ||||
Date of issuance | [2] | Sep. 27, 2019 | ||
Principal amount | [2],[15] | $ 8,857 | ||
15% Promissory Note Due on June 24, 2020 [Member] | ||||
Date of issuance | [2] | Sep. 24, 2019 | ||
Principal amount | [2],[16] | $ 12,000 | ||
Factoring Agreement Due on March 05, 2020 [Member] | ||||
Date of issuance | [2] | Dec. 20, 2019 | ||
Principal amount | [17] | $ 7,480 | ||
15% Promissory note Due on January 30, 2021 [Member] | ||||
Date of issuance | Jan. 30, 2020 | |||
Principal amount | [18] | $ 11,000 | ||
15% Promissory Note Due on February 27, 2021 [Member] | ||||
Date of issuance | Feb. 27, 2020 | |||
Principal amount | [19] | $ 5,000 | ||
15% Promissory Note Due on April 16, 2021 [Member] | ||||
Date of issuance | Apr. 16, 2020 | |||
Principal amount | [20] | $ 13,000 | ||
15% Promissory Note Due on May, 12 2021 [Member] | ||||
Date of issuance | May 12, 2020 | |||
Principal amount | [21] | $ 43,500 | ||
15% Promissory Note Due on May, 22 2021 [Member] | ||||
Date of issuance | May 22, 2020 | |||
Principal amount | [22] | $ 85,000 | ||
20% Promissory Note Due on April, 03 2021 [Member] | ||||
Date of issuance | Apr. 3, 2020 | |||
Principal amount | [23] | $ 27,697 | ||
15% Promissory Note Due on June, 2 2021 [Member] | ||||
Date of issuance | Jun. 2, 2020 | |||
Principal amount | [24] | $ 62,000 | ||
15% Promissory Note Due on June, 9 2021 [Member] | ||||
Date of issuance | Jun. 9, 2020 | |||
Principal amount | [25] | $ 31,000 | ||
15% Promissory Note Due on June, 12 2021 [Member] | ||||
Date of issuance | Jun. 12, 2020 | |||
Principal amount | [26] | $ 50,000 | ||
15% Promissory Note Due on June, 16 2021 [Member] | ||||
Date of issuance | Jun. 16, 2020 | |||
Principal amount | [27] | $ 42,000 | ||
20% Promissory Note Due on August, 31 2021 [Member] | ||||
Date of issuance | Aug. 31, 2020 | |||
Principal amount | [28] | $ 44,183 | ||
[1] | Derived from audited information | |||
[2] | Note is in default. No notice has been given by the note holder. | |||
[3] | Repayable in 12 monthly instalments of $4,562 commencing August 11, 2018 and secured by revenue earning devices having a net book value of at least $48,000. No repayments have been made by the Company and no notices have been received. | |||
[4] | Repayable in 12 monthly instalments of $2,376 commencing September 16, 2018 and secured by revenue earning devices having a net book value of at least $25,000. Only $12,376 has been repaid by the Company and no notices have been received. Accrued interest of $1,511 has been recorded. | |||
[5] | Principal repayable in one year. Interest repayable in 10 monthly instalments of $460 commencing January 11, 2019 and secured by revenue earning devices having a net book value of at least $186,000. 25,000 repaid. | |||
[6] | $6,000 repaid during the year ended February 29, 2020. | |||
[7] | Total loan $79,750, repayable $475 per business day including fees and interest of $25,170. Original cash proceeds of $31,353 and $23,227 carried from previous loan less repayment of $58,500, including payments of $5,775 made during the six months ended August 31, 2020. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. | |||
[8] | The note may be pre-payable at any time. The note balance includes 33% original issue discount of $25,882. | |||
[9] | $200,000 Canadian loan. Interest payable every calendar quarter commencing June30, 2019, if unpaid accrued interest to be paid at maturity. An additional interest amount calculated as 4% of RAD revenues from SCOT rentals for the fiscal years 2020 and 2021 shall be payable March 31, 2020 and March 31, 2021, respectively. Secured by a general security charging all of RAD's present and after-acquired property in favor of the lender on a first priority basis subject to the following: the lender's security in this respect shall be postponeable to security in favor of institutional financing obtained by RAD. Bonus interest of 10,304 has been accrued payable March 31, 2020. | |||
[10] | The note may be pre-payable at any time. The note balance includes 33% original issue discount of $2,590. | |||
[11] | The note may be pre-payable at any time. The note balance includes 33% original issue discount of $28,567. | |||
[12] | The note may be pre-payable at any time. The note balance includes 33% original issue discount of $26,104. | |||
[13] | Total loan of $243,639, repayable $1,509 per week including fees and interest of $60,042. Original cash proceeds of $7,877, repayment of loans (5) and (13) totaling $15,732, partial repayment of fees of $5,566 all totaling $29,175, additional advances of $88,772 with remaining $65,551 to be advanced to the company over the remaining 18 weeks. The Company has repaid a total of $148,789, including payments of $71,100 made during the six months ended August 31, 2020. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. | |||
[14] | Total loan of $71,000, repayable $710 per business day including fees and interest of $21,000. Original proceeds of $50,000. Loan fully repaid at August 31, 2020. | |||
[15] | Total loan of $59,960, repayable $590 per business day including fees and interest of $19,960. Original proceeds of $40,000 less repayment of $51,103, including payments of $6,036 made during the quarter ended August 31, 2020. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. | |||
[16] | The note may be pre-payable at any time. The note balance includes 33% original issue discount of $3,000. | |||
[17] | Total loan of $12,400, repayable $1,240 per week including fees and interest of $2,400. Original cash proceeds of $10,000, repayments of $4,920. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. | |||
[18] | The note may be pre-payable at any time. The note balance includes 22% original issue discount of $2,450. | |||
[19] | The note may be pre-payable at any time. The note balance includes 24% original issue discount of $1,200. | |||
[20] | The note may be pre-payable at any time. The note balance includes an original issue discount of $3,850. | |||
[21] | The note may be pre-payable at any time. The note balance includes an original issue discount of $8,000. | |||
[22] | The note may be pre-payable at any time. The note balance includes an original issue discount of $15,000. | |||
[23] | $40,000 CDN loan, both principal and interest are due at maturity, if unpaid there is a 10% penalty on unpaid balance. By consent of all parties lender may convert balance into Class F shares at $6,739 USD per share. | |||
[24] | The note may be pre-payable at any time. The note balance includes an original issue discount of $12,000. | |||
[25] | The note may be pre-payable at any time. The note balance includes an original issue discount of $6,000. | |||
[26] | The note may be pre-payable at any time. The note balance includes an original issue discount of $10,000. | |||
[27] | The note may be pre-payable at any time. The note balance includes an original issue discount of $7,000. | |||
[28] | $60,000 CDN loan, principal is due at maturity, interest is payable commencing the third month after the loan over the remaining 10 months. If principal or interest unpaid there is a 10% penalty on unpaid balance. By consent of all parties lender may convert balance into Class F shares at $6,739 USD per share. |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Feb. 29, 2020 | ||
Accrued interest | $ 2,400 | ||
Proceeds from loan payable | 10,000 | ||
Repayment of loan payable | $ 6,000 | ||
Partial repayment of fees | 4,920 | ||
Total Fees | 1,240 | ||
Robotic Assistance Devices, LLC ("RAD") [Member] | |||
Accrued interest | 10,304 | ||
Factoring Agreement Due on March 05, 2020 [Member] | |||
Perodic Payment | 1,240 | ||
Original proceeds | 10,000 | ||
Fees and interest | 2,400 | ||
Principal amount | [1] | 7,480 | |
Repayment of loan payable | 4,920 | ||
Remaining balance of debt | 12,400 | ||
20% Promissory Note Due on October 20 ,2018 [Member] | |||
Perodic Payment | 460 | ||
Net book value | 186,000 | ||
Principal amount | [2],[3] | 25,000 | |
Repayment of loan payable | 25,000 | ||
CDN Loan [Member] | |||
Principal amount | $ 60,000 | ||
Percentage of penalty charge | 10.00% | ||
Vlaue of shares converted | $ 6,739 | ||
CDN Loan [Member] | |||
Principal amount | $ 40,000 | ||
Percentage of penalty charge | 10.00% | ||
Vlaue of shares converted | $ 6,739 | ||
15% Promissory Note on June 30, 2019 [Member] | |||
Percentage of original issue discounts | 33.00% | ||
Principal amount | $ 25,882 | ||
Factoring Agreement Due on March 11, 2020 [Member] | |||
Perodic Payment | 475 | ||
Original proceeds | 31,353 | ||
Fees and interest | 25,170 | ||
Principal amount | 79,750 | ||
Loan carry forward | 23,227 | ||
Repayment of loan payable | 58,500 | ||
Remaining balance of debt | $ 5,775 | ||
15% Promissory Note on June 30, 2019 [Member] | |||
Percentage of original issue discounts | 33.00% | ||
Original issue discounts | $ 28,567 | ||
25% Promissory Note Due on June 11, 2019 [Member] | |||
Perodic Payment | 4,562 | ||
Net book value | $ 48,000 | ||
Payment term | P12M | ||
11% Loan on January 24, 2021 [Member] | Robotic Assistance Devices, LLC ("RAD") [Member] | Minimum [Member] | |||
Maturity date | Mar. 31, 2020 | ||
11% Loan on January 24, 2021 [Member] | Robotic Assistance Devices, LLC ("RAD") [Member] | Maximum [Member] | |||
Maturity date | Mar. 31, 2021 | ||
25% Promissory Note Due on August 16, 2019 [Member] | |||
Perodic Payment | $ 2,376 | ||
Repayment of debt | 12,376 | ||
Net book value | $ 25,000 | ||
Payment term | P12M | ||
Accrued interest | $ 1,511 | ||
Principal amount | [2],[4] | $ 12,624 | |
Factoring Agreement Due on June 26, 2020 [Member] | |||
Percentage of original issue discounts | 33.00% | ||
Original issue discounts | $ 26,104 | ||
Factoring Agreement Due on August 11, 2020 [Member] | |||
Perodic Payment | 1,509 | ||
Repayment of debt | 15,732 | ||
Original proceeds | 7,877 | ||
Fees and interest | 60,042 | ||
Principal amount | [2],[5] | 3,292 | |
Repayment of loan payable | 148,789 | ||
Remaining balance of debt | 71,100 | ||
Total Loan | 243,639 | ||
Partial repayment of fees | 5,566 | ||
Total Fees | 29,175 | ||
Additional advances | 88,772 | ||
Remaining amount to be advanced | $ 65,551 | ||
Remaining period to be advanced | 18 weeks | ||
Factoring Agreement Due on April 29, 2020 [Member] | |||
Perodic Payment | $ 710 | ||
Original proceeds | 50,000 | ||
Fees and interest | 21,000 | ||
Principal amount | [2],[6] | ||
Total Loan | 71,000 | ||
Factoring Agreement Due on April 4, 2020 [Member] | |||
Perodic Payment | 590 | ||
Original proceeds | 40,000 | ||
Fees and interest | 19,960 | ||
Principal amount | [2],[7] | 8,857 | |
Repayment of loan payable | 51,103 | ||
Remaining balance of debt | 6,036 | ||
Total Loan | $ 59,960 | ||
15% Promissory Note Due on June 24, 2020 [Member] | |||
Percentage of original issue discounts | 33.00% | ||
Original issue discounts | $ 3,000 | ||
Principal amount | [2],[8] | $ 12,000 | |
15% Promissory Note on June 30, 2019 [Member] | |||
Percentage of original issue discounts | 33.00% | ||
Original issue discounts | $ 2,590 | ||
15% Promissory note Due on January 30, 2021 [Member] | |||
Percentage of original issue discounts | 22.00% | ||
Original issue discounts | $ 2,450 | ||
15% Promissory Note Due on February 27, 2021 [Member] | |||
Percentage of original issue discounts | 24.00% | ||
Original issue discounts | $ 1,200 | ||
15% Promissory Note Due on April 16, 2021 [Member] | |||
Original issue discounts | 3,850 | ||
15% Promissory Note Due on May, 12 2021 [Member] | |||
Original issue discounts | 8,000 | ||
15% Promissory Note Due on May, 22 2021 [Member] | |||
Original issue discounts | 15,000 | ||
15% Promissory Note Due on February 27, 2021 [Member] | |||
Original issue discounts | 12,000 | ||
15% Promissory Note Due on April 16, 2021 [Member] | |||
Original issue discounts | 6,000 | ||
15% Promissory Note Due on May, 12 2021 [Member] | |||
Original issue discounts | 10,000 | ||
15% Promissory Note Due on May, 22 2021 [Member] | |||
Original issue discounts | $ 7,000 | ||
[1] | Total loan of $12,400, repayable $1,240 per week including fees and interest of $2,400. Original cash proceeds of $10,000, repayments of $4,920. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. | ||
[2] | Note is in default. No notice has been given by the note holder. | ||
[3] | Principal repayable in one year. Interest repayable in 10 monthly instalments of $460 commencing January 11, 2019 and secured by revenue earning devices having a net book value of at least $186,000. 25,000 repaid. | ||
[4] | Repayable in 12 monthly instalments of $2,376 commencing September 16, 2018 and secured by revenue earning devices having a net book value of at least $25,000. Only $12,376 has been repaid by the Company and no notices have been received. Accrued interest of $1,511 has been recorded. | ||
[5] | Total loan of $243,639, repayable $1,509 per week including fees and interest of $60,042. Original cash proceeds of $7,877, repayment of loans (5) and (13) totaling $15,732, partial repayment of fees of $5,566 all totaling $29,175, additional advances of $88,772 with remaining $65,551 to be advanced to the company over the remaining 18 weeks. The Company has repaid a total of $148,789, including payments of $71,100 made during the six months ended August 31, 2020. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. | ||
[6] | Total loan of $71,000, repayable $710 per business day including fees and interest of $21,000. Original proceeds of $50,000. Loan fully repaid at August 31, 2020. | ||
[7] | Total loan of $59,960, repayable $590 per business day including fees and interest of $19,960. Original proceeds of $40,000 less repayment of $51,103, including payments of $6,036 made during the quarter ended August 31, 2020. The Company has pledged a security interest on all accounts receivable and bank accounts of the Company. Obligation under personal guaranty by the controlling shareholder of the Company. | ||
[8] | The note may be pre-payable at any time. The note balance includes 33% original issue discount of $3,000. |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 6 Months Ended |
Aug. 31, 2020$ / shares | |
Minimum [Member] | |
Strike price | $ 0.005 |
Maximum [Member] | |
Strike price | $ 0.035 |
Fair Value Of Company Common Stock[Member] | Minimum [Member] | |
Fair value measurement | 0.0065 |
Fair Value Of Company Common Stock[Member] | Maximum [Member] | |
Fair value measurement | 0.059 |
Dividend Yield [Member] | |
Fair value measurement | 0 |
Expected Volatility [Member] | Minimum [Member] | |
Fair value measurement | 3.592 |
Expected Volatility [Member] | Maximum [Member] | |
Fair value measurement | 5.564 |
Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair value measurement | 0.08 |
Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair value measurement | 0.16 |
Expected Term [Member] | Minimum [Member] | |
Expected term (years) | 3 months |
Expected Term [Member] | Maximum [Member] | |
Expected term (years) | 8 months 1 day |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) | 6 Months Ended | |
Aug. 31, 2020USD ($) | ||
Balance as of February 28, 2020 | $ 6,890,688 | [1] |
Balance as of August 31, 2020 | 9,489,751 | |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Balance as of February 28, 2020 | 6,890,688 | |
Release of derivative liability on conversion of convertible notes payable | (1,728,231) | |
Change in fair value of derivative liabilities | 4,327,294 | |
Balance as of August 31, 2020 | $ 9,489,751 | |
[1] | Derived from audited information |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 29, 2020 | [1] | |
Derivative Liability [Abstract] | ||||||
Derivative liabilities | $ 9,489,751 | $ 9,489,751 | $ 6,890,688 | |||
Due to equity conversions derivative liability | $ 1,560,733 | $ 228,634 | $ 1,728,231 | $ 383,318 | ||
[1] | Derived from audited information |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Details) | 6 Months Ended |
Aug. 31, 2020$ / sharesshares | |
Number of Warrants, Outstanding [Roll Forward] | |
Outstanding at beginning | 2,043 |
Issued | |
Exercised | |
Forfeited and cancelled | |
Outstanding at ending | 2,043 |
Warrants, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding at beginning | $ / shares | $ 0.156 |
Issued | $ / shares | |
Forfeited and cancelled | $ / shares | |
Outstanding at ending | $ / shares | $ 0.156 |
Warrants, Options, Outstanding, Weighted Average Remaining Contractual Life [Roll Forward] | |
Outstanding at beginning | 1 year 9 months 22 days |
Outstanding at ending | 1 year 9 months 14 days |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) (Details Narrative) - USD ($) | Jul. 22, 2020 | Mar. 27, 2020 | Aug. 24, 2018 | Aug. 31, 2020 | Aug. 31, 2020 | Aug. 31, 2019 |
Number of common stock shares issued on conversion (in shares) | 529,611,800 | |||||
Description of reverse stock split | 10,000:1 reverse stock split | 100:1 reverse stock split | ||||
Stock-based compensation adjustment to additional paid in capital | $ 0 | $ 0 | ||||
Series F Preferred Stock [Member] | ||||||
Number of shares issued (in shares) | 1,000 | |||||
Number of shares cancelled (in shares) | 816 | 816 | ||||
Convertible Notes Payable [Member] | ||||||
Fees amount | $ 17,000 | 17,000 | ||||
Accrued interest payable | 7,267,745 | 7,267,745 | ||||
Original amount | 2,081,613 | 2,081,613 | ||||
Principal amount | $ 1,337,838 | $ 1,337,838 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Dec. 31, 2020 | Jul. 24, 2020 | Jun. 25, 2020 | May 25, 2020 | Apr. 25, 2020 | Mar. 26, 2020 | Feb. 25, 2020 | Jan. 26, 2020 | Dec. 31, 2019 | Dec. 27, 2019 | Nov. 27, 2019 | Oct. 28, 2019 | Sep. 28, 2019 | Aug. 29, 2019 | Jul. 30, 2019 | Jun. 30, 2019 | Aug. 31, 2020 |
Total | $ 20,000 | $ 20,000 | $ 20,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 60,000 | $ 15,000 | $ 10,000 | $ 10,000 | $ 7,500 | $ 7,500 | $ 5,000 | $ 5,000 | $ 180,000 | |
Subsequent Event [Member] | |||||||||||||||||
Total | $ 120,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jul. 24, 2020 | Jun. 25, 2020 | May 25, 2020 | Apr. 25, 2020 | Mar. 26, 2020 | Feb. 25, 2020 | Jan. 26, 2020 | Dec. 31, 2019 | Dec. 27, 2019 | Nov. 27, 2019 | Oct. 28, 2019 | Sep. 28, 2019 | Aug. 29, 2019 | Jul. 30, 2019 | Jun. 30, 2019 | Apr. 30, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Feb. 28, 2019 |
Rent expense | $ 4,300 | $ 1,000 | $ 7,300 | $ 4,000 | |||||||||||||||||
Settlement payment | $ 20,000 | $ 20,000 | $ 20,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 60,000 | $ 15,000 | $ 10,000 | $ 10,000 | $ 7,500 | $ 7,500 | $ 5,000 | $ 5,000 | $ 180,000 | |||||
Accured expenses | $ 180,000 | ||||||||||||||||||||
WeSecure Robotics, Inc [Member] | |||||||||||||||||||||
Non-payment balance | 25,000 | ||||||||||||||||||||
Attorney's fees and damages | $ 199,358 | ||||||||||||||||||||
Description of settlement | The parties finally settled all claims with a full release for $180,000 in June 2019 payable in 14 monthly instalments. | ||||||||||||||||||||
WeSecure Robotics, Inc [Member] | Unpaid Consulting Fees Payable [Member] | |||||||||||||||||||||
Non-payment balance | 125,924 | ||||||||||||||||||||
WeSecure Robotics, Inc [Member] | Labor Code Violations [Member] | |||||||||||||||||||||
Non-payment balance | 48,434 | ||||||||||||||||||||
Robotic Assistance Devices, LLC ("RAD") [Member] | |||||||||||||||||||||
Entity address | The Company currently maintains an office at 1218-1222 Magnolia Ave, Suite 106 Bldg. H ,Corona, California. | ||||||||||||||||||||
Robotic Assistance Devices, LLC ("RAD") [Member] | Mailing Address [Member] | |||||||||||||||||||||
Entity address | RAD maintains a mailing address for 31103 Ranch Viejo Road, Suite d2114. | ||||||||||||||||||||
Yearly nominal fee for mailing | $ 264 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2020 | May 31, 2020 | Aug. 31, 2019 | May 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Numerator: | ||||||
Net income (loss) available to common shareholders | $ (9,018,241) | $ 1,975,276 | $ (375,234) | $ 690,606 | $ (7,042,965) | $ 315,372 |
Add: interest expense on convertible debt | 588,817 | 150,848 | 999,966 | 281,204 | ||
Add Penalty interest on convertible debt | 445,277 | 445,277 | ||||
Add (less) loss (gain) on change of derivative liabilities | 7,170,785 | (712,466) | 4,327,294 | (2,476,567) | ||
Net income (loss) adjusted for common stock equivalents | $ (813,362) | $ (936,852) | $ (1,270,428) | $ (1,879,991) | ||
Denominator: | ||||||
Weighted average shares - basic (in shares) | 200,780,577 | 54,303 | 101,158,965 | 30,549 | ||
Net income (loss) per share - basic (in dollars per share) | $ (0.04) | $ (6.91) | $ (0.07) | $ 10.32 | ||
Dilutive effect of common stock equivalents: | ||||||
Convertible Debt (in shares) | 940,656 | 940,656 | ||||
Preferred shares (in shares) | 470,686 | 470,686 | ||||
Dilutive effect of common stock equivalents, total | 1,411,342 | 1,411,342 | ||||
Denominator: | ||||||
Weighted average shares - diluted (in shares) | 200,780,577 | 1,465,645 | 101,158,965 | 1,441,891 | ||
Net income (loss) per share - diluted (in dollars per share) | $ (0.04) | $ (0.64) | $ (0.07) | $ (1.31) |
EARNINGS (LOSS) PER SHARE (De_2
EARNINGS (LOSS) PER SHARE (Details 1) - shares | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | |
Total | 5,438,785,827 | 5,438,785,827 | ||
Convertible Notes And Accrued Interest [Member] | ||||
Total | 3,610,181,585 | 3,610,181,585 | ||
Convertible Class C Preferred Shares [Member] | ||||
Total | 1,828,604,242 | 1,828,604,242 |
ROBOTIC ASSISTANCE DEVICES GR_3
ROBOTIC ASSISTANCE DEVICES GROUP, INC. CONSOLIDATION (Details) - USD ($) | Aug. 31, 2020 | Feb. 29, 2020 | [1] | Aug. 31, 2019 | Feb. 28, 2019 |
Robotic Assistance Devices Group Inc Consolidation | |||||
Cash | $ 184,853 | $ 13,307 | $ 5,575 | $ 21,192 | |
Accounts receivable | 52,074 | $ 50,117 | |||
Other liabilities | 11,675 | ||||
Net liabilities contributed | $ (11,508) | ||||
[1] | Derived from audited information |
ROBOTIC ASSISTANCE DEVICES GR_4
ROBOTIC ASSISTANCE DEVICES GROUP, INC. CONSOLIDATION (Details Narrative) | 6 Months Ended |
Aug. 31, 2020USD ($) | |
Robotic Assistance Devices, LLC ("RAD") [Member] | |
Repayment of the loan | $ 50,200 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Oct. 13, 2020 | Aug. 31, 2020 | Aug. 31, 2019 | |
Interest paid | $ 1,589 | $ 8,654 | |
Convertible Note [Member] | |||
Interest rate | 19.00% | ||
Net book value | $ 200,000 | ||
Subsequent Event [Member] | Secured Loan Agreement [Member] | Investor [Member] | |||
Advance amount | $ 150,000 | ||
Subsequent Event [Member] | Convertible Note [Member] | |||
Maturity date | Mar. 6, 2023 | ||
Number of shares converted (in shares) | 587,797,882 | ||
Principal amount | $ 537,659 | ||
Interest paid | 234,805 | ||
Fees amount | $ 3,000 | ||
Description of variable payments terms | Principal and interest are to be repaid commencing on December 6, 2020 in 6 instalments of $2,000 per month followed by 22 instalments of $8,500 per month. |