Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2016 | Jan. 06, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | JUBILANT FLAME INTERNATIONAL, LTD. | |
Entity Central Index Key | 1,517,389 | |
Document Type | 10-Q | |
Document Period End Date | Nov. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 16,507,931 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Nov. 30, 2016 | Feb. 29, 2016 |
Current assets | ||
Cash | $ 9,167 | $ 4,998 |
Prepaid expenses | 10,000 | 5,625 |
Total current assets | 19,167 | 10,623 |
Other assets | ||
Security deposit | 2,000 | 2,000 |
Website net of $11,111 and $4,861 of amortization, respectively | 13,889 | 20,139 |
Total other assets | 15,889 | 22,139 |
Total Assets | 35,056 | 32,762 |
Current liabilities | ||
Accounts payable and accrued liabilities | 9,494 | |
Accrued officer compensation | 669,000 | 518,250 |
Loan payable - related parties | 274,410 | 224,473 |
Total current liabilities | 943,410 | 752,217 |
Convertible note net of debt discount of $7,303 and 53,685, | 3,897 | 6,315 |
Derivative liability | 12,999 | 83,049 |
Total Liabilities | 960,306 | 841,581 |
Stockholders' Deficit: | ||
Common stock, $0.001 par value per share 75,000,000 shares authorized; 15,904,757 and 8,678,571 shares issued and outstanding respectively | 15,905 | 8,679 |
Additional paid in capital | 1,395,866 | 922,949 |
Accumulated deficit | (2,337,021) | (1,740,447) |
Total Stockholders' Deficit | (925,249) | (808,819) |
Total Liabilities and Stockholders' Deficit | $ 35,056 | $ 32,762 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Nov. 30, 2016 | Feb. 29, 2016 |
Balance Sheets Parenthetical | ||
Net of amortization | $ 11,111 | $ 4,861 |
Debt discount | $ 7,303 | $ 53,685 |
Stockholders' Deficit: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 15,904,757 | 8,678,571 |
Common stock, shares outstanding | 15,904,757 | 8,678,571 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Operating Expenses: | ||||
General and administrative | $ 181,705 | $ 75,104 | $ 553,599 | $ 182,214 |
Total operating expenses | 181,705 | 75,104 | 553,599 | 182,214 |
Loss from operations | (181,705) | (75,104) | (553,599) | (182,214) |
Other income (expense): | ||||
Derivatives interest expense | ||||
Change in derivatives liability | (21,827) | 3,407 | ||
Debt discount amortization expense | (8,223) | (46,382) | ||
Other income (expense) net | (30,050) | (42,975) | ||
Loss from continuing operations before provision for income taxes | (211,755) | (75,104) | (596,574) | (182,214) |
Provision for income tax: | ||||
Net loss | $ (211,755) | $ (75,104) | $ (596,574) | $ (182,214) |
Net loss per share | ||||
(Basic and fully diluted) | $ (0.02) | $ (0.01) | $ (0.06) | $ (0.01) |
Weighted average number of common shares outstanding | 13,125,872 | 8,558,655 | 10,345,963 | 8,558,655 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Feb. 27, 2016 | 8,678,571 | |||
Beginning Balance, Amount at Feb. 27, 2016 | $ 8,679 | $ 922,949 | $ (1,740,447) | $ (808,819) |
Issued stock associated with convertible note conversion, Shares | 3,476,186 | |||
Issued stock associated with convertible note conversion, Amount | $ 3,476 | 45,324 | 48,800 | |
Derivative liability reduction associate with note conversion | 66,643 | 66,643 | ||
Shares issued for stock compensation, Shares | 250,000 | |||
Shares issued for stock compensation, Amount | $ 250 | 315,450 | 315,700 | |
Shares issued to settle loan and accrued liability, Shares | 3,500,000 | |||
Shares issued to settle loan and accrued liability, Amount | $ 3,500 | 45,500 | 49,000 | |
Net loss for the period | (596,574) | (596,574) | ||
Ending Balance, Shares at Nov. 30, 2016 | 15,904,757 | |||
Ending Balance, Amount at Nov. 30, 2016 | $ 15,905 | 1,395,866 | (2,337,021) | (925,249) |
Beginning Balance, Amount at Feb. 29, 2016 | (808,819) | |||
Net loss for the period | (596,574) | |||
Ending Balance, Shares at Nov. 30, 2016 | 15,904,757 | |||
Ending Balance, Amount at Nov. 30, 2016 | $ 15,905 | $ 1,395,866 | $ (2,337,021) | $ (925,249) |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2016 | Nov. 30, 2015 | Feb. 29, 2016 | |
Cash flows from operating activities | ||||||
Net loss | $ (211,755) | $ (75,104) | $ (596,574) | $ (596,574) | $ (182,214) | |
Adjustments to reconcile net loss to net cash used in operating activities | ||||||
Website amortization | 6,249 | |||||
Debt discount amortization | 8,223 | 46,382 | ||||
Change in derivative liability | 21,827 | (3,407) | (3,407) | $ (17,920) | ||
Issued stock compensation | 315,700 | |||||
Changes in Current Assets and Liabilities | ||||||
Prepaid expense | (4,375) | |||||
Accounts payable and accrued liabilities | (9,494) | 3,672 | ||||
Accrued officers' compensation | 150,750 | 117,000 | ||||
Net cash used in operating activities | (94,768) | (61,542) | ||||
Cash flows from financing activities | ||||||
Net proceed from related party loans | 98,937 | 61,542 | ||||
Net cash provided by financing activities | 98,937 | 61,542 | ||||
Net Increase (Decrease) In Cash | 4,169 | |||||
Cash at beginning of period | 4,998 | 4,988 | 4,988 | |||
Cash at end of period | $ 9,167 | $ 4,988 | 9,167 | 9,167 | 4,988 | $ 4,998 |
Schedule of Non-Cash Investing and Financing Activities | ||||||
Common stock issued pursuant to Equity Purchase agreement | 419,642 | |||||
Convertible note reduction associated with note conversion | 48,800 | |||||
Derivative reduction associate with note conversion | $ 66,643 | 66,643 | ||||
Issued stock to settle related party loan | 49,000 | |||||
Supplemental Disclosure | ||||||
Cash paid for interest | ||||||
Cash paid for income taxes |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 9 Months Ended |
Nov. 30, 2016 | |
Notes to Financial Statements | |
NOTE 1. ORGANIZATION AND OPERATIONS | Jubilant Flame International, Ltd. (the Company), was formed on September 29, 2009 under the name Liberty Vision, Inc. On November 16, 2015, the Company entered into the cosmetic sector by entering into a Distribution / License Agreement with Rubyfield Holdings LTD (Rubyfield), a company organized under the laws of Hong Kong, whereby the Company is Rubyfields exclusive independent authorized Master Distributor for all of North America for certain products pertaining to the cosmetics industry. The Companys president, Ms. Yan Li, is also president of, and exercises control over Rubyfield. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Nov. 30, 2016 | |
Notes to Financial Statements | |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The Companys financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Interim Financial Information Interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position as of November 30, 2016, results of operations, changes in stockholders' equity (deficit) and cash flows for the six month periods ended November 30, 2016 and 2015, as applicable, have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Companys significant estimates include income tax provisions and valuation allowances of deferred tax assets; the fair value of financial instruments and the assumption that the company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Net Loss Per Common Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Nov. 30, 2016 | |
Notes to Financial Statements | |
NOTE 3. GOING CONCERN | The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at November 30, 2016 the Company had current assets of $19,167, and current liabilities total $943,410 resulting in a working capital deficit of $924,243. The Company currently has no profitable trading activities and has an accumulated deficit of $2,337,021 as at November 30, 2016. This raises substantial doubt about the Companys ability to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its new business plan in the medical and cosmetics sector on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 9 Months Ended |
Nov. 30, 2016 | |
Notes to Financial Statements | |
NOTE 4. CONVERTIBLE DEBT | On December 9, 2015, the Company issued convertible promissory notes totaling $60,000. At the time of issuance, the notes were evaluated and were determined to contain embedded conversion options that must be bifurcated and reported at fair value with original issue discounts. As a result, a derivative discount on convertible promissory notes was recorded, which net of discount amortization for the nine months ended November 30, 2016 amounted to $3,897. From March 1, 2016 to November 30, 2016, the debt holder converted a total of $48,800 of note principle to 3,476,186 common stock shares based on the convertible note agreement. The following is a summary of the Companys conversion: Date Principle Converted Shares issued Conversion Price 30-Jun-16 $ 15,000 113,636 $ 0.132 12-Jul-16 $ 15,000 357,142 $ 0.042 15-Aug-16 $ 5,700 452,380 $ 0.0126 24-Aug-16 $ 3,100 469,696 $ 0.0066 7-Sep-16 $ 2,400 500,000 $ 0.0048 20-Sep-16 $ 2,400 500,000 $ 0.0048 22-Sep-16 $ 2,600 541,666 $ 0.0048 28-Sep-16 $ 2,600 541,666 $ 0.0048 The following is the summary of outstanding convertible note balances Description 30-Nov-2016 29-Feb-2016 One convertible promissory note in the amount of $60,000, with maturity date of December 9, 2018, bearing interest 0% per annum, convertible into common stock at conversion prices equal to 60% of the lowest price in the prior 20 trading days. The Company expects all debt will be converted to common shares. $ 60,000 $ 60,000 Less: debt discount (58,026 ) (58,026 ) Less: conversions (48,800 ) - Add: amortization of debt discount 50,723 4,341 Balance of convertible debt, net 3,897 6,315 Less: current portion - - Long-term convertible debt, net $ 3,897 $ 6,315 Debt Discount During the nine months November 30, 2016 and the year ended February 29, 2016, the Company recorded debt discounts totaling $7,303 and $53,685, respectively. The debt discount recorded pertains to convertible debt that contains embedded conversion options that are required to bifurcated and reported at fair value and original issue discounts and debt issue cost. The Company amortized $11,833 and $4,341 during the nine months ended November 30, 2016 and the year ended February 29, 2016, respectively, to amortization of debt discount expense and relieved $38,890 during the nine months ended November 30, 2016 due to conversions. As of As of 30-Nov-16 29-Feb-16 Debt discount $ 58,026 $ 58,026 Accumulated amortization of debt discount (11,833 ) (4,341 ) Elimination of debt discount due to conversion (38,890 ) Debt discount - net $ 7,303 $ 53,685 Derivative Liabilities The Company identified the conversion features embedded within its convertible debts as financial derivatives. The Company has determined that the embedded conversion option should be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities during the nine months ended November 30, 2016 and February 29, 2016 respectively: Derivative liabilities - February 29, 2016 $ 83,049 Add fair value at the commitment date for convertible notes issued during the nine months - Fair value reduction for derivatives due to note conversion (66,643 ) Fair value mark to market adjustment for derivatives (3,407 ) Derivative liabilities November 30, 2016 12,999 Less: current portion - Long-term derivative liabilities November 30, 2016 $ 12,999 Derivative liabilities - February 28, 2015 $ - Add fair value at the commitment date for convertible notes issued during year end February 29, 2016 100,969 Fair value mark to market adjustment for derivatives (17,920 ) Derivative liabilities February 29, 2016 83,049 Less: current portion - Long-term derivative liabilities February 29, 2016 $ 83,049 The Company can record the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note. During the nine months ended November 30, 2016, the Company recorded change in derivatives liability of $3,407 and reduction of derivatives liability of $66,643 due to conversion. The fair value at the commitment and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions during the six month: Commitments Re-measurement Assumption Date Date Expected dividends: 0 % 0% Expected volatility: 45 % 79.40%~167.1% Expected term (years): 3 2.02~2.52 Risk free interest rate: 1.22 % 0.58%~1.11% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Nov. 30, 2016 | |
Notes to Financial Statements | |
NOTE 5. RELATED PARTY TRANSACTIONS | In support of the Companys efforts and cash requirements, it must rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. The advances are considered temporary in nature and have not been formalized by a promissory note. On October 27, 2016, the company issued 3,000,000 shares to its CEO at $0.014 per share to settle $42,000 of related party advances. At the same date, the company issued 500,000 shares to its treasurer and secretary at $0.014 per share to settle $7,000 related party advance. As at November 30, 2016, the Company had a $273,571 loan outstanding with the CEO and $840 with the treasurer. This compares with the outstanding balance of $216,473 for the CEO and $8,000 for the treasurer at February 29, 2016. The loans are non-interest bearing, due upon demand and unsecured. |
ACCRUED OFFICER COMPENSATION AN
ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION | 9 Months Ended |
Nov. 30, 2016 | |
Notes to Financial Statements | |
NOTE 6. ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION | On December 15, 2015, the Company entered into employment agreements with its president, Ms. Yan Li, and its secretary and treasurer, Mr. Robert Ireland. Ms. Yan's agreement is retroactively effective as of December 4, 2015, for a term of 36 months (measured from December 4, 2015). Pursuant to the agreement, Ms. Yan shall receive an annual salary of $100,500 and 100,000 shares of the Company's common stock and shall act as the company CEO. Mr. Ireland's agreement is retroactively effective as of December 4, 2015 for a term of 36 months (measured from December 4, 2015). Pursuant to the agreement, Mr. Ireland shall receive an annual salary of $100,500 and 100,000 shares of the Company's common stock and shall act as the Company's secretary and treasurer. The Company valued these shares of stock compensation at $2.10 per share based on the quoted market price of shares of common stock on the effective date of the agreement. On October 27, 2016, the company issued 500,000 shares to its treasurer and secretary at $0.014 per share to settle $7,000 of related party advances. On October 27, 2016, the company issued 50,000 shares to its interim CFO at $0.014 per share for his services. As of November 30, 2016, a total of $669,000 had been accrued as salary compensation payable to the two officers compared to $518,250 at February 29, 2016. For the nine months ended November 30, 2016, a total of $315,700 stock compensation had been recorded compared to $0 for the same period in the prior year to the two officers. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended |
Nov. 30, 2016 | |
Notes to Financial Statements | |
NOTE 7. STOCKHOLDERS EQUITY | For the quarter ended November 30, 2016, convertible debt of $48,800 was converted into 3,476,186 shares of common stock as provided for in the convertible note agreement. Associated with the note conversion, derivatives liability was reduced by $66,643 by November 30, 2016. For the quarter ended November 30, 2016, a total of $250,000 Shares were issued to three officer as stock compensation. Total value of $315,700 has been recorded for the stock compensation. During the quarter ended November 30, 2016, a total 3,500,000 shares were issued to two officers at a cost of $0.014 per share for a total equity issuance of $49,000 to settle advance from related party. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Nov. 30, 2016 | |
Notes to Financial Statements | |
NOTE 8. SUBSEQUENT EVENTS | In accordance with ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to January 6, 2017, the date when the financial statements were issued. The Management of the Company determined that there were no reportable events that occurred during that subsequent period to be disclosed or recorded except the following: On December 15, 2016, a holder of the companys convertible debt elected to convert a portion of that debt into 603,174 shares of the companys common stock. |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Nov. 30, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The Companys financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). |
Interim Financial Information | Interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position as of November 30, 2016, results of operations, changes in stockholders' equity (deficit) and cash flows for the six month periods ended November 30, 2016 and 2015, as applicable, have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K. |
Use of Estimates and Assumptions | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Companys significant estimates include income tax provisions and valuation allowances of deferred tax assets; the fair value of financial instruments and the assumption that the company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. |
Net Loss Per Common Share | Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Convertible Debt Tables | |
Convertible note | Date Principle Converted Shares issued Conversion Price 30-Jun-16 $ 15,000 113,636 $ 0.132 12-Jul-16 $ 15,000 357,142 $ 0.042 15-Aug-16 $ 5,700 452,380 $ 0.0126 24-Aug-16 $ 3,100 469,696 $ 0.0066 7-Sep-16 $ 2,400 500,000 $ 0.0048 20-Sep-16 $ 2,400 500,000 $ 0.0048 22-Sep-16 $ 2,600 541,666 $ 0.0048 28-Sep-16 $ 2,600 541,666 $ 0.0048 |
Convertible Debt | Description 30-Nov-2016 29-Feb-2016 One convertible promissory note in the amount of $60,000, with maturity date of December 9, 2018, bearing interest 0% per annum, convertible into common stock at conversion prices equal to 60% of the lowest price in the prior 20 trading days. The Company expects all debt will be converted to common shares. $ 60,000 $ 60,000 Less: debt discount (58,026 ) (58,026 ) Less: conversions (48,800 ) - Add: amortization of debt discount 50,723 4,341 Balance of convertible debt, net 3,897 6,315 Less: current portion - - Long-term convertible debt, net $ 3,897 $ 6,315 |
Debt Discount | As of As of 30-Nov-16 29-Feb-16 Debt discount $ 58,026 $ 58,026 Accumulated amortization of debt discount (11,833 ) (4,341 ) Elimination of debt discount due to conversion (38,890 ) Debt discount - net $ 7,303 $ 53,685 |
Schedule of Derivative Liabilities at Fair Value | Derivative liabilities - February 29, 2016 $ 83,049 Add fair value at the commitment date for convertible notes issued during the nine months - Fair value reduction for derivatives due to note conversion (66,643 ) Fair value mark to market adjustment for derivatives (3,407 ) Derivative liabilities November 30, 2016 12,999 Less: current portion - Long-term derivative liabilities November 30, 2016 $ 12,999 Derivative liabilities - February 28, 2015 $ - Add fair value at the commitment date for convertible notes issued during year end February 29, 2016 100,969 Fair value mark to market adjustment for derivatives (17,920 ) Derivative liabilities February 29, 2016 83,049 Less: current portion - Long-term derivative liabilities February 29, 2016 $ 83,049 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | Commitments Re-measurement Assumption Date Date Expected dividends: 0 % 0% Expected volatility: 45 % 79.40%~167.1% Expected term (years): 3 2.02~2.52 Risk free interest rate: 1.22 % 0.58%~1.11% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Nov. 30, 2016 | Feb. 29, 2016 |
Going Concern Details Narrative | ||
Current assets | $ 19,167 | $ 10,623 |
Current liabilities | 943,410 | 752,217 |
Working capital deficit | 924,243 | |
Accumulated deficit | $ (2,337,021) | $ (1,740,447) |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) | 9 Months Ended |
Nov. 30, 2016USD ($)$ / sharesshares | |
30 Jun 16 | |
Principle converted | $ | $ 15,000 |
Shares issued | shares | 113,636 |
Conversion price | $ / shares | $ 0.132 |
12 Jul 16 | |
Principle converted | $ | $ 15,000 |
Shares issued | shares | 357,142 |
Conversion price | $ / shares | $ 0.042 |
15 Aug 16 | |
Principle converted | $ | $ 5,700 |
Shares issued | shares | 452,380 |
Conversion price | $ / shares | $ 0.0126 |
24 Aug 16 | |
Principle converted | $ | $ 3,100 |
Shares issued | shares | 469,696 |
Conversion price | $ / shares | $ 0.0066 |
7 Sep 16 | |
Principle converted | $ | $ 2,400 |
Shares issued | shares | 500,000 |
Conversion price | $ / shares | $ 0.0048 |
20 Sep 16 | |
Principle converted | $ | $ 2,400 |
Shares issued | shares | 500,000 |
Conversion price | $ / shares | $ 0.0048 |
22 Sep 16 | |
Principle converted | $ | $ 2,600 |
Shares issued | shares | 541,666 |
Conversion price | $ / shares | $ 0.0048 |
28 Sep 16 | |
Principle converted | $ | $ 2,600 |
Shares issued | shares | 541,666 |
Conversion price | $ / shares | $ 0.0048 |
CONVERTIBLE DEBT (Details 1)
CONVERTIBLE DEBT (Details 1) - USD ($) | Nov. 30, 2016 | Feb. 29, 2016 | Dec. 09, 2015 |
Notes to Financial Statements | |||
One convertible promissory note in amount of $60,000, with maturity date of December 9, 2018, bearing interest 0% per annum, convertible into common stock at conversion prices of 60% of the lowest price in the prior 20 trading days. The Company expects all debt will be converted to common shares. | $ 60,000 | $ 60,000 | $ 60,000 |
Less: debt discount | (58,026) | (58,026) | |
Less: conversions | (48,800) | ||
Add: amortization of debt discount | 50,723 | 4,341 | |
Balance of convertible debt, net | 3,897 | 6,315 | |
Less: current portion | |||
Long-term convertible debt, net | $ 3,897 | $ 6,315 |
CONVERTIBLE DEBT (Details 2)
CONVERTIBLE DEBT (Details 2) - USD ($) | Nov. 30, 2016 | Feb. 29, 2016 |
Notes to Financial Statements | ||
Debt discount | $ 58,026 | $ 58,026 |
Accumulated amortization of debt discount | (11,833) | (4,341) |
Elimination of debt discount due to conversion | (38,890) | |
Debt discount - net | $ 7,303 | $ 53,685 |
CONVERTIBLE DEBT (Details 3)
CONVERTIBLE DEBT (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2016 | Nov. 30, 2015 | Feb. 29, 2016 | |
Convertible Debt Details 3 | ||||||
Derivative liabilities, Beginning | $ 83,049 | |||||
Add fair value at the commitment date for convertible notes issued during the nine months | 100,969 | |||||
Fair value reduction for derivatives due to note conversion | (66,643) | |||||
Fair value mark to market adjustment for derivatives | $ 21,827 | $ (3,407) | (3,407) | (17,920) | ||
Derivative liabilities, Ending | 12,999 | 12,999 | 12,999 | 83,049 | ||
Less: current portion | ||||||
Long-term portion | $ 12,999 | $ 12,999 | $ 12,999 | $ 83,049 |
CONVERTIBLE DEBT (Details 4)
CONVERTIBLE DEBT (Details 4) | 9 Months Ended |
Nov. 30, 2016 | |
Commitment date | |
Expected dividends | 0.00% |
Expected volatility | 45.00% |
Expected term (years) | 3 years |
Risk free interest rate | 1.22% |
Re-measurement date | |
Expected dividends | 0.00% |
Re-measurement date | Minimum [Member] | |
Expected volatility | 79.40% |
Expected term (years) | 2 years 3 months 7 days |
Risk free interest rate | 0.58% |
Re-measurement date | Maximum [Member] | |
Expected volatility | 167.10% |
Expected term (years) | 2 years 6 months 7 days |
Risk free interest rate | 1.11% |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2016 | Nov. 30, 2015 | Feb. 29, 2016 | Dec. 09, 2015 | |
Convertible promissory notes | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | ||
Amortization of debt discount | 50,723 | 50,723 | 50,723 | 4,341 | |||
Debt Conversion | $ 48,800 | $ 48,800 | $ 48,800 | ||||
Debt Conversion common stock shares | 3,476,186 | 3,476,186 | 3,476,186 | ||||
Debt discount - net | $ 7,303 | $ 7,303 | $ 7,303 | 53,685 | |||
Amortization of debt discount | 11,833 | 4,341 | |||||
Relieve of debt discount due to conversion | 38,890 | ||||||
Change in derivatives liability | (21,827) | 3,407 | 3,407 | $ 17,920 | |||
Derivative reduction associate with note conversion | 66,643 | 66,643 | |||||
Convertable Debt | |||||||
Amortization of debt discount | $ 3,897 | $ 3,897 | $ 3,897 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Nov. 30, 2016 | Oct. 27, 2016 | Feb. 29, 2016 | Dec. 04, 2015 |
Loan payable - related party | $ 274,410 | $ 224,473 | ||
Chief Executive Officer [Member] | ||||
Shares issued | 3,000,000 | |||
Price per share | $ 0.014 | |||
Loan payable - related party | 273,571 | $ 42,000 | 216,473 | |
Treasurer and secretary [Member] | ||||
Shares issued | 500,000 | 100,000 | ||
Price per share | $ 0.014 | $ 2.10 | ||
Loan payable - related party | $ 840 | $ 7,000 | $ 8,000 |
ACCRUED OFFICER COMPENSATION 25
ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION (Details Narrative) - USD ($) | Nov. 30, 2016 | Oct. 27, 2016 | Feb. 29, 2016 | Dec. 15, 2015 | Dec. 04, 2015 |
Loan payable - related party | $ 274,410 | $ 224,473 | |||
Accrued compensation | 669,000 | 518,250 | |||
Stock compensation | 315,700 | 0 | |||
CFO [Member] | |||||
Shares issued | 50,000 | ||||
Price per share | $ 0.014 | ||||
Treasurer and secretary [Member] | |||||
Annual salary | $ 100,500 | ||||
Shares issued | 500,000 | 100,000 | |||
Price per share | $ 0.014 | $ 2.10 | |||
Loan payable - related party | $ 840 | $ 7,000 | $ 8,000 | ||
President [Member] | |||||
Annual salary | $ 100,500 | ||||
Shares issued | 100,000 | ||||
Price per share | $ 2.10 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) | 9 Months Ended |
Nov. 30, 2016USD ($)$ / sharesshares | |
Common Stock | |
Issued stock associate with convertible note conversion, Amount | $ 48,800 |
Issued stock associate with convertible note conversion, Shares | shares | 3,476,186 |
Derivatives liability reduction associate with note conversion | $ 66,643 |
Three Officer | |
Shares issuable for stock compensation, shares | shares | 250,000 |
Shares issuable for stock compensation, Amount | $ 315,700 |
Price per share | $ / shares | $ 0.014 |
Two Officer | |
Shares issuable for stock compensation, shares | shares | 3,500,000 |
Shares issuable for stock compensation, Amount | $ 49,000 |
Price per share | $ / shares | $ 0.014 |
SUBSEQUENT EVENTS ( Details Nar
SUBSEQUENT EVENTS ( Details Narrative) | Dec. 15, 2016shares |
Subsequent Event [Member] | |
Convertible debt convert to shares | 603,174 |