| Document and Entity Information | 9 Months Ended |
| Nov. 30, 2014 | |
| Document and Entity Information. | |
| Entity Registrant Name | CLOUD SECURITY CORP. |
| Entity Central Index Key | 1516079 |
| Document Type | 10-Q |
| Current Fiscal Year End Date | -26 |
| Document Fiscal Period Focus | Q3 |
| Document Period End Date | 30-Nov-14 |
| Amendment Flag | FALSE |
| Entity Filer Category | Smaller Reporting Company |
| Is Entity a Well-known Seasoned Issuer? | No |
| Is Entity a Voluntary Filer? | No |
| Is Entity's Reporting Status Current? | Yes |
| Document Fiscal Year Focus | 2015 |
| Entity Common Stock, Shares Outstanding | 101,670,586 |
| Balance Sheets (USD $) | Nov. 30, 2014 | Feb. 28, 2014 |
| Current assets: | ||
| Cash | $621 | $22 |
| Deposit | 175 | 175 |
| TOTAL ASSETS | 796 | 197 |
| Current liabilities: | ||
| Accounts payable | 85,567 | 78,916 |
| Accrued payroll and related payroll taxes | 92,900 | 20,650 |
| Related party advances | 900 | 51,000 |
| Total liabilities | 179,367 | 150,566 |
| Commitments and contingencies | ||
| Stockholders' deficit: | ||
| Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding at August 31, 2014 and February 28, 2014, respectively | 0 | 0 |
| Common stock, $0.001 par value, 190,000,000 shares authorized; 103,295,586 and 101,483,086 issued; 101,670,586 and 99,858,086 shares outstanding at November 30, 2014 and February 28, 2014, respectively | 101,671 | 99,858 |
| Additional paid-in capital | 1,315,890 | 1,171,453 |
| Accumuulated deficit | -1,596,132 | -1,421,680 |
| Total stockholders' deficit | -178,571 | -150,369 |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $796 | $197 |
| Balance Sheets (Parenthetical) (USD $) | Nov. 30, 2014 | Feb. 28, 2014 |
| Stockholders' equity (deficit): | ||
| Preferred stock, par value | $0.00 | $0.00 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value | $0.00 | $0.00 |
| Common stock, shares authorized | 190,000,000 | 190,000,000 |
| Common stock, shares issued | 103,295,586 | 101,483,086 |
| Common stock, shares outstanding | 101,670,586 | 99,858,086 |
| Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
| Nov. 30, 2014 | Nov. 30, 2013 | Nov. 30, 2014 | Nov. 30, 2013 | |
| Income Statement [Abstract] | ||||
| Revenue | $0 | $0 | $0 | $0 |
| Research and development | 0 | 144,500 | 0 | 382,104 |
| General and administrative | 57,016 | 38,502 | 173,165 | 220,560 |
| Loss before provision for income taxes | -57,016 | -183,002 | -173,165 | -603,482 |
| Provision for income taxes | -1,287 | 0 | -1,287 | 818 |
| Net loss | ($58,303) | ($183,022) | ($174,452) | ($603,482) |
| Weighted average shares basic and diluted | 101,670,586 | 97,767,104 | 101,132,404 | 97,477,205 |
| Weighted average basic and diluted loss per common share | $0 | $0 | $0 | ($0.01) |
| Statement of Cash Flows (USD $) | 9 Months Ended | |
| Nov. 30, 2014 | Nov. 30, 2013 | |
| Cash flows from operating activities: | ||
| Net loss | ($174,452) | ($603,482) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Contributed services | 0 | 13,200 |
| Stock issued for services | 34,500 | 278,500 |
| Changes in operating assets and liabilities: | ||
| Accounts payable | 55,401 | 53,234 |
| Accrued liabilities | 72,250 | 4,500 |
| Net cash used in operating activities | -12,301 | -254,048 |
| Cash flows from financing activities: | ||
| Proceeds from contribution agreement | 0 | 147,500 |
| Proceeds from related party advances | 12,900 | 50,000 |
| Net cash provided by financing activities | 12,900 | 187,500 |
| Net change in cash | 599 | -66,548 |
| Cash, beginning of period | 22 | 87,281 |
| Cash, end of period | 621 | 20,733 |
| Cash paid during the period for: | ||
| Interest | 0 | 0 |
| Taxes | 0 | 800 |
| Non-cash investing and financing activities: | ||
| Shares issued for deferred financing costs | 0 | 164,190 |
| Contributed services and capital | $63,000 | $13,200 |
| 1. Organization and Business | 9 Months Ended |
| Nov. 30, 2014 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Note 1 - Organization and Business | Cloud Security Corporation, formerly Accend Media, (the “Company”) was incorporated in the State of Nevada on December 20, 2010. On May 22, 2012, the Company merged with Cloud Star Corporation (“Cloud Star”), a privately held Nevada corporation incorporated on October 17, 2011 headquartered in California (the “Merger”). Cloud Star’s Chief Executive Officer assigned its rights and interests in technology named “The VirtualKey Desktop Solution” (the “MyComputerKey”) and additional cloud security technology products which were transferred to the Company in connection with the Merger. Following the Merger, the Company conducts the business of Cloud Star and changed its name from “Accend Media” to “Cloud Star Corporation”. On May 28, 2013, the Company changed its corporate name to “Cloud Security Corporation”. The Merger was accounted for as a reverse acquisition with Cloud Star being treated as the acquirer for accounting purposes. Accordingly, for all periods presented herein, the financial statements of Cloud Star have been adopted as the historical financial statements of the Company known as a change in reporting entity. Accordingly, Cloud Star’s October 17, 2011 formation date is considered the date of “Inception” in the financial statements. |
| The Company’s principal business has been the software development of the MyComputerKey. The Company is currently developing the software infrastructure and interface for MyComputerKey, Phase 1 (version 3) of MyComputerKey and additional cloud computing security applications. | |
| The MyComputerKey provides a simple and secure platform for enterprise customers and government agencies of all sizes to access their desktop infrastructure through the internet often referred to as the “cloud”. The product offers a person access to their desktop from any location, at any time, with no configuration requirements and no administration effort. A user inserts the MyComputerKey into a personal computer or “PC” or Mac USB port to gain instant access directly to their desktop that is familiar and pre-configured to their business needs. The user’s own desktop image with a standardized operating system, business and productivity applications, and related security safeguards is available from any corporate or remote site. The Company is also focusing on integrating security software features to its existing product, as well as other features in an effort to expand its product offerings. The Company recently filed another patent related to cloud computing security and intends to continue expanding it’s this cloud computing security product line in addition to other types of internet security. | |
| Merger | |
| As discussed above, on May 22, 2012, Cloud Star merged into Accend Media. The Merger did not involve the issuance of any new shares by Accend Media, as the former control shareholder, Scott Gerardi of Accend Media exchanged the majority of his shares in exchange for an employment agreement. Prior to the Merger, Accend Media effectuated a five-for-one forward stock split on May 7, 2012. Following the Merger, the Company changed its name from Accend Media to Cloud Star Corporation. Prior to this period, Accend Media generated limited revenues from internet lead generation and marketing landing pages. Subsequent to the Merger, Accend Media discontinued its business plan. | |
| On March 1, 2013, the Company entered into a joint venture agreement/development and collaboration agreement (“JV Agreement”) with App Ventures LTD (“App Ventures”), a Hong Kong Private Limited Liability Company, to jointly develop and market a software product for the field of mobile security until the project is completed. Cloud Security is in the business of developing and marketing information technology services and software including solutions for secured remote access to computers and web application security and mobile security solutions. App Ventures is in the business of developing and marketing software solutions for web application security and mobile security. The JV Agreement, which was later terminated as discussed below, provided for sharing revenues generated based on a determination of the value of the combined technology, whereby the Company would derive 25% to 75% of the benefit, by a select committee. | |
| On December 3, 2013, the Company entered into a transfer agreement with App Ventures whereby App Ventures agreed to transfer all of its right, title and interest in and to that certain patent application (U.S. Serial Number 61/832.534) titled “System and Methods for One-Time Password Generation on a Mobile Computing Device” for process and methods for one-time password generation on mobile computing devices (the “Patent’). The JV Agreement terminated upon closing of the transfer agreement effective February 28, 2014. | |
| On December 3, 2013, the Company entered into a distribution agreement with App Ventures pursuant to which App Ventures granted us the exclusive right to distribute, market, sell and promote all its sensor technology products with a secure communication framework that detects web-based attached on web apps and websites under the “App Fence” and AppSecure” brand name. See Note 5—Stockholders’ Equity—Common Stock Transactions, for further discussion. | |
| The Company completed Phase 1 (Version 3) of the MyComputerKey product in the year ended February 28, 2014 and is continuing its beta test for such product. Additional capital is required in order to acquire the source code developed by the third party developers retained to complete the project. Management is currently in negotiations with these developers to resolve and restructure the original contract. Also see Note 6 for stock purchase agreement entered into on December 8, 2014 which is subject to closing. Upon closing, a change in control will occur with the purchaser obtaining a majority of the voting control of the Company. Existing operations will continue despite this change in control. |
| 2. Summary of Significant Accounting Policies | 9 Months Ended |
| Nov. 30, 2014 | |
| Accounting Policies [Abstract] | |
| Note 2 - Summary of Significant Accounting Policies | Basis of Presentation |
| The accompanying unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission. Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the historical financial statements and related notes thereto of the Company filed with the Securities and Exchange Commission including our Annual Report on Form 10-K for the fiscal year ended February 28, 2014. The results of operations for the nine months ended November 30, 2014, are not necessarily indicative of the results that may be expected for the full year. | |
| Going Concern Considerations and Management’s Plans | |
| The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company has no revenues, has incurred net losses and has an accumulated deficit of $1,596,132 as of November 30, 2014. The Company currently has limited liquidity and limited access to capital. These factors raise substantial doubt about our ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. | |
| Management anticipates the Company will be dependent, for the foreseeable future, on additional capital to fund further development of our infrastructure and to fund operations until such time we have sufficient revenues to meet our cost structure. Additional capital is required in order to acquire source code developed by consultants retained to complete the project and to ultimately launch its anticipated products in the marketplace. In light of management’s efforts, there are no assurances that the Company will be successful in obtaining sufficient capital to continue as a going concern. | |
| The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
| Risks and Uncertainties | |
| We have a limited operating history and have not commenced planned principal operations. | |
| Our business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond our control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on our financial condition and our results of operations. | |
| We currently have no sales, marketing or distribution capabilities. Therefore, to commercialize its products, we expect to collaborate with third parties to perform these functions. We have no experience in developing, training or managing a sales force and will incur substantial additional expenses if it decides to market any of its future products directly. Developing a marketing and sales force is also time consuming and could delay launch of our future products. In addition, we will compete with many companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies. While the product has been beta tested by three companies in the business-to-business market; the mass consumer market, including direct and indirect channels has not been tested. | |
| We do not own any manufacturing facilities and we intend to contract out its manufacturing needs. Accordingly, if any of its proposed products become available for widespread sale, we may not be able to arrange for the manufacture of such product in sufficient quantities at an acceptable cost, or at all, which could materially adversely affect its future prospects. | |
| Our industry is characterized by rapid changes in technology and customer demands. As a result, our products may quickly become obsolete and unmarketable. Our future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, our products must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced products to emerging industry standards, and our new products may not be favorably received. | |
| Basic Loss per Common Share | |
| Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of November 30, 2014 and 2013, the Company had no shares of potentially dilutive shares that have been excluded from the diluted loss per share computations as they would be antidilutive for the periods presented. | |
| New Accounting Pronouncements | |
| In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended August 31, 2014, thereby no longer presenting or disclosing any information required by Topic 915. | |
| The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
| 3. Commitments and Contingencies | 9 Months Ended |
| Nov. 30, 2014 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Note 3 - Commitments and Contingencies | Operating Lease |
| On November 26, 2012, the Company entered into an operating lease with a company related to a Director of Cloud Security for its corporate office on a month to month basis for $650 per month. The rent has decreased to $125 per month effective in January 2014. There is a $175 deposit with the related entity recorded on the accompanying balance sheet due to prepayment of rents. | |
| Payroll | |
| The Company has processed compensation to its chief executive officer as an independent contractor under Form 1099 instead of processing it as payroll under Form W-2. The Company intended to start processing its payroll under Form W-2 in the first or second fiscal quarter of 2013; however, such was not processed due to lack of liquidity considerations. The Company does not expect that any fees or penalties incurred as a result will cause significant misreporting of our financial condition and results of operations. | |
| On December 8, 2014, in connection with that certain Stock Purchase Agreement disclosed in Note 6 hereof, the Company settled all accrued payroll claims with its chief executive officer in connection with the execution of a consulting agreement with the Company. | |
| Disputed Account Payable | |
| The Company has recorded an account payable of $25,804 in connection with a bill for legal services rendered. The payable is being disputed by the Company but is still being recorded herein. The Company previously issued 1,812,500 shares of common stock valued at $83,250 for legal services rendered as set forth in Note 5 below. Due to the devaluation in the market price of the Company’s common stock since the shares of common stock were issued, the Company’s former legal counsel has demanded additional compensation to cover said devaluation. |
| 4. Related Party Advances | 9 Months Ended |
| Nov. 30, 2014 | |
| Related Party Transactions [Abstract] | |
| Note 4 - Related Party Advances | Leeward Ventures, a company controlled by a former member of the board of directors of the Company, Walter Grieves, advanced $63,000 to the Company to fund operations. On October 27, 2014, Mr. Greeves resigned as a member of the board of directors and waived the advances owed to him. The Company recorded the forgiveness of the advances as contributed capital in accompanying financial statements. As of November 30, 2014, Safa Movassaghi had advanced $900 to the Company. On December 8, 2014, in connection with the execution of a consulting agreement with the Company, Mr. Movassaghi released any advances owed to him. |
| 5. Stockholders' Deficit | 9 Months Ended |
| Nov. 30, 2014 | |
| Equity [Abstract] | |
| Note 5 - Stockholders' Equity (Deficit) | Authorizations and Designations |
| The Company is authorized to issue 190,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $ 0.001 par value preferred stock. As of November 30, 2014 and February 28, 2014, no preferred stock has been issued. | |
| Common Stock Transactions | |
| On March 17, 2014, the Company issued 812,500 shares of common stock valued at $48,750 in consideration of $48,750 in legal services in accounts payable under the Plan discussed below. To the extent that proceeds from the sales of the shares are below $48,750, additional shares will be issued until proceeds reach such amount. | |
| On July 14, 2014, the Company issued 1,000,000 shares of common stock valued at $34,500 in consideration of $34,500 in legal services under the Plan discussed below. | |
| Contributed Capital | |
| During the nine months ended November 30, 2014 and 2013, Leeward Ventures (“Leeward”) contributed $0 and $18,000 to the Company for 0 and 180,000 shares, respectively, at $0.10 per share under a $500,000 subscription agreement to purchase 5,000,000 shares from an existing shareholder. On October 27, 2014, Leeward and the Company entered into a General Release agreement whereby the amounts advanced by Leeward amounted $63,000 shall be considered contributed capital to the Company and will fulfill Leeward’s funding commitment. The shares held by Leeward are retained by Leeward. | |
| 2014 Stock Incentive Plan | |
| On January 27, 2014, the Board of Directors adopted the 2014 Stock Incentive Plan (the “Plan”). The plan provides for the grant, at the discretion of the Compensation Committee of the Board of Directors, of stock awards, of common stock, restricted stock, awards of common stock, or stock options to purchase common stock of the Company, with a maximum of 15,000,000 shares. As of November 30, 2014, 13,187,500 shares are available for issuance under the Plan. |
| 6. Subsequent Events | 9 Months Ended |
| Nov. 30, 2014 | |
| Subsequent Events [Abstract] | |
| 6. Subsequent Events | Stock Purchase Agreement |
| On December 8, 2014, the Company entered into a Stock Purchase Agreement (the “SPA”) with Goldenrise Development, Inc., a California corporation (“Goldenrise”). In connection with the SPA, the Company also agreed to effectuate a 1:100 reverse stock split of the Company’s issued and outstanding common stock (“Reverse Split”). At the Agreement’s closing, the Company must sell and Goldenrise will acquire 12,000,000 shares (the “Shares”) of the Company’s common stock which will be equal to approximately 92% of the Company’s outstanding shares following the Reverse Split. In consideration of the Shares, Goldenrise will pay the Company a total of up to $180,000 as follows: (i) $50,000 within 3 business days of the execution of the Agreement; (ii) $50,000 within 3 business days of the filing of the preliminary information statement on the Reverse Split; and (iii) up to $80,000 at the closing. In December 2014, Goldenrise has funded $100,000 of the up to $180,000 due under the SPA. | |
| In order to close the transaction contemplated by the Agreement, the Company must, among other things, file an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934 (“Information Statement”) with the SEC to effect the Reverse Split. | |
| On January 2, 2015, following receipt of the necessary regulatory approvals, the Company filed the Definitive Information Statement with the SEC. The Information Statement was mailed on January 2, 2015 to all shareholders of record as of December 8, 2014. The Reverse Split will become effective at the open of business on January 22, 2015. | |
| The transaction contemplated by the Agreement would effectuate a change in control of the Company should it ultimately close. Goldenrise would own approximately 92% of the Company's issued and outstanding common stock. The Company’s current officer and directors will also be required to resign at closing. Goldenrise will designate new management at that time. | |
| In connection with the Agreement, the Company also entered into a Consulting Agreement with its Chief Executive Officer, Safa Movassaghi, whereby, at closing of the Agreement, Mr. Movassaghi will remain with the Company as a consultant for a period of six (6) months to continue the development of the Company’s mobile software cloud security business. | |
| The main business of the Company will continue to be the development of its proprietary cloud security technology, MyComputerKey, and related cloud computing security software product lines. The Company intends to use Goldenrise’s international contacts to assist with the development of its existing business while also seeking out acquisition targets to increase shareholder value. Specific acquisition targets are not yet known at this time. |
| 2. Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
| Nov. 30, 2014 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation |
| The accompanying unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities Exchange Commission. Certain information and disclosures normally included in the annual financial statements prepared in accordance with the accounting principles generally accepted in the Unites States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the historical financial statements and related notes thereto of the Company filed with the Securities and Exchange Commission including our Annual Report on Form 10-K for the fiscal year ended February 28, 2014. The results of operations for the nine months ended November 30, 2014, are not necessarily indicative of the results that may be expected for the full year. | |
| Going Concern Considerations and Management's Plans | Going Concern Considerations and Management’s Plans |
| The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company has no revenues, has incurred net losses and has an accumulated deficit of $1,596,132 as of November 30, 2014. The Company currently has limited liquidity and limited access to capital. These factors raise substantial doubt about our ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. | |
| Management anticipates the Company will be dependent, for the foreseeable future, on additional capital to fund further development of our infrastructure and to fund operations until such time we have sufficient revenues to meet our cost structure. Additional capital is required in order to acquire source code developed by consultants retained to complete the project and to ultimately launch its anticipated products in the marketplace. In light of management’s efforts, there are no assurances that the Company will be successful in obtaining sufficient capital to continue as a going concern. | |
| The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
| Risks and Uncertainties | Risks and Uncertainties |
| We have a limited operating history and have not commenced planned principal operations. | |
| Our business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond our control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on our financial condition and our results of operations. | |
| We currently have no sales, marketing or distribution capabilities. Therefore, to commercialize its products, we expect to collaborate with third parties to perform these functions. We have no experience in developing, training or managing a sales force and will incur substantial additional expenses if it decides to market any of its future products directly. Developing a marketing and sales force is also time consuming and could delay launch of our future products. In addition, we will compete with many companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies. While the product has been beta tested by three companies in the business-to-business market; the mass consumer market, including direct and indirect channels has not been tested. | |
| We do not own any manufacturing facilities and we intend to contract out its manufacturing needs. Accordingly, if any of its proposed products become available for widespread sale, we may not be able to arrange for the manufacture of such product in sufficient quantities at an acceptable cost, or at all, which could materially adversely affect its future prospects. | |
| Our industry is characterized by rapid changes in technology and customer demands. As a result, our products may quickly become obsolete and unmarketable. Our future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products on a timely and cost-effective basis. Further, our products must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, we may not be able to adapt new or enhanced products to emerging industry standards, and our new products may not be favorably received. | |
| Basic Loss per Common Share | Basic Loss per Common Share |
| Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of November 30, 2014 and 2013, the Company had no shares of potentially dilutive shares that have been excluded from the diluted loss per share computations as they would be antidilutive for the periods presented. | |
| New Accounting Pronouncements | New Accounting Pronouncements |
| In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended August 31, 2014, thereby no longer presenting or disclosing any information required by Topic 915. | |
| The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial statements. |
| 2. Summary of Significant Accounting Policies (Details Narrative) (USD $) | 9 Months Ended | |
| Nov. 30, 2014 | Feb. 28, 2014 | |
| Accounting Policies [Abstract] | ||
| Accumulated deficit | ($1,596,132) | ($1,421,680) |
| Potential dilutive securities | 0 |
| 3. Commitments and Contingencies (Details Narrative) (USD $) | 9 Months Ended |
| Nov. 30, 2014 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Rent deposit | $175 |
| Lease description | $125 month to month lease |
| Disputed legal fees payable | $25,804 |
| 4. Related Party Advances (Details Narrative) (USD $) | 9 Months Ended | |
| Nov. 30, 2014 | Nov. 30, 2013 | |
| Proceeds from related parties | $12,900 | $50,000 |
| Leeward Ventures [Member] | ||
| Proceeds from related parties | 63,000 | |
| Related party debt forgiven | 63,000 | |
| Movassaghi [Member] | ||
| Proceeds from related parties | 900 | |
| Related party debt forgiven | $900 | |
| 5. Stockholders' Deficit (Details Narrative) (USD $) | 9 Months Ended | |
| Nov. 30, 2014 | Nov. 30, 2013 | |
| Contributed capital | $0 | $147,500 |
| 2014 Stock Incentive Plan [Member] | ||
| Maximum number of shares authorized | 15,000,000 | |
| Number of shares available for issuance | 13,187,500 | |
| Leeward Ventures [Member] | ||
| Contributed capital | 0 | 18,000 |
| Shares received for contributed capital | 0 | 180,000 |
| March 17, 2014 [Member] | ||
| Stock issued in consideration of legal services, shares issued | 812,500 | |
| Stock issued in consideration of legal services, value | 48,750 | |
| July 14, 2014 [Member] | ||
| Stock issued in consideration of legal services, shares issued | 1,000,000 | |
| Stock issued in consideration of legal services, value | $34,500 | |
