Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Feb. 28, 2017 | May 05, 2017 | Aug. 31, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | JUBILANT FLAME INTERNATIONAL, LTD. | ||
Entity Central Index Key | 1,517,389 | ||
Document Type | 10-K | ||
Document Period End Date | Feb. 28, 2017 | ||
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 Public Float | $ 293,117 | ||
Entity Common Stock, Shares Outstanding | 18,185,708 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Balance Sheets
Balance Sheets - USD ($) | Feb. 28, 2017 | Feb. 29, 2016 |
Current assets | ||
Cash | $ 3,653 | $ 4,998 |
Prepaid expenses | 7,188 | 5,625 |
Total current assets | 10,841 | 10,623 |
Other assets | ||
Security deposit | 2,000 | 2,000 |
Website net of $13,194 and $4,861 of amortization, respectively | 11,806 | 20,139 |
Total other assets | 13,806 | 22,139 |
Total Assets | 24,647 | 32,762 |
Current liabilities | ||
Accounts payable and accrued liabilities | 575 | 9,494 |
Accrued officer compensation | 719,250 | 518,250 |
Loan payable - related parties | 283,729 | 224,473 |
Total current liabilities | 1,003,554 | 752,217 |
Convertible note net of debt discount of $4,238 and 53,685, | 3,162 | 6,315 |
Derivative liability | 9,156 | 83,049 |
Total Liabilities | 1,015,873 | 841,581 |
Stockholders' Deficit: | ||
Common stock, $0.001 par value per share 75,000,000 shares authorized; 16,557,931 and 8,678,571 shares issued and outstanding respectively | 16,558 | 8,679 |
Additional paid in capital | 1,513,757 | 922,949 |
Accumulated deficit | (2,521,541) | (1,740,447) |
Total Stockholders' Deficit | (991,226) | (808,819) |
Total Liabilities and Stockholders' Deficit | $ 24,647 | $ 32,762 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Feb. 28, 2017 | Feb. 29, 2016 |
Balance Sheets Parenthetical | ||
Net of amortization | $ 13,194 | $ 4,861 |
Debt discount | $ 4,238 | $ 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 | 16,557,931 | 8,678,571 |
Common stock, shares outstanding | 16,557,931 | 8,678,571 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Operating Expenses: | ||
General and administrative | $ 729,153 | $ 377,055 |
Total operating expenses | 729,153 | 377,055 |
Income (loss) from operations | (729,153) | (377,055) |
Other income (expense): | ||
Derivatives interest expense | (50,443) | |
Change in derivatives liability | (2,494) | 17,920 |
Debt discount amortization expense | (49,447) | (4,341) |
Write off Deferred Financing Fees | (419,642) | |
Interest income(expense) | (370) | |
Other income (expense) net | (51,942) | (456,876) |
Income (loss) from continuing operations before provision for income taxes | (781,094) | (833,931) |
Provision for income tax: | ||
Net income (loss) | $ (781,094) | $ (833,931) |
Net income (loss) per share | ||
Total operations | $ (0.07) | $ (0.10) |
Weighted average number of common shares outstanding | 11,870,541 | 8,588,552 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Feb. 28, 2015 | 8,500,000 | |||
Beginning Balance, Amount at Feb. 28, 2015 | $ 8,500 | $ 398,486 | $ (906,516) | $ (499,530) |
Shares issued for Equity Purchase agreement, Shares | 178,571 | |||
Shares issued for Equity Purchase agreement, Amount | $ 179 | 419,463 | 419,642 | |
Shares issuable for stock compensation | 105,000 | 105,000 | ||
Shares issued for stock compensation, Amount | 105,000 | |||
Net loss for the period | (833,931) | (833,931) | ||
Ending Balance, Shares at Feb. 29, 2016 | 8,678,571 | |||
Ending Balance, Amount at Feb. 29, 2016 | $ 8,679 | 922,949 | (1,740,447) | (808,819) |
Issued stock associated with convertible note conversion, Shares | 4,079,360 | |||
Issued stock associated with convertible note conversion, Amount | $ 4,079 | 48,521 | 52,600 | |
Derivative liability reduction associate with note conversion | 76,387 | 76,387 | ||
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 | |
Shares issued for stock compensation, Shares | 300,000 | |||
Shares issued for stock compensation, Amount | $ 300 | 420,400 | 420,700 | |
Net loss for the period | (781,094) | (781,094) | ||
Ending Balance, Shares at Feb. 28, 2017 | 16,557,931 | |||
Ending Balance, Amount at Feb. 28, 2017 | $ 16,558 | $ 1,513,757 | $ (2,521,541) | $ (991,226) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (781,094) | $ (833,931) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Website amortization | 8,332 | 4,861 |
Debt discount amortization | 49,447 | 4,341 |
Derivatives interest expense | 50,443 | |
Change in derivative liability | 2,494 | (17,920) |
Issued stock compensation | 420,700 | 105,000 |
Write-off deferred financing costs | 419,642 | |
Changes in Current Assets and Liabilities | ||
Prepaid expense | (1,563) | (5,625) |
Security deposit | (2,000) | |
Accounts payable and accrued liabilities | (8,919) | 9,494 |
Accrued officers' compensation | 201,000 | 167,250 |
Net cash used in operating activities | (109,602) | (98,445) |
Cash flows from investing activities | ||
Website development | (25,000) | |
Net cash provided used for investing activities | (25,000) | |
Cash flows from financing activities | ||
Net proceed from related party loans | 108,256 | 70,945 |
Proceeds from convertible note | 52,500 | |
Net cash provided by financing activities | 108,256 | 123,445 |
Net Increase (Decrease) In Cash | (1,345) | |
Cash at beginning of period | 4,998 | 4,988 |
Cash at end of period | 3,653 | 4,998 |
Schedule of Non-Cash Investing and Financing Activities | ||
Debt discount on convertible note accounted for as derivatives liability | 50,526 | |
Convertible note reduction associated with note conversion | 52,600 | |
Derivative reduction associate with note conversion | 76,387 | |
Issued stock to settle liability | 49,000 | |
Supplemental Disclosure | ||
Cash paid for interest | ||
Cash paid for income taxes |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 12 Months Ended |
Feb. 28, 2017 | |
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. The Company provided web development and marketing services for clients. On December 5, 2012 the Company disposed of its subsidiary corporation to a shareholder for a nominal sum, as well as other management operations. On August 18, 2015, the Company changed its name to Jubilant Flame International, Ltd. The Company currently has the right to develop and market medical products under a license from BioMark. The primary intended products include Bone-Induction Artificial Bone (BIAB) and Vacuum Sealing Drainage (VSD). We currently are not deploying the licenses we hold for the BIAB or VSD products. We have no current operations at this time. For us to develop our business, we will need to raise capital, engage personnel and develop and implement a business plan. The Company is also licensed to conduct research and development of BioMark's cancer detection scanning technology. In the event that the research and development of BioMark's cancer detection scanning technology provides marketable technology, the Company shall have the right of first refusal to a license to market, sell and distribute such cancer detection scanning technology, all the terms of which would be negotiated at that time of licensing. To date, we have not taken any steps to pursue the research and development of a cancer detection scanning product. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Feb. 28, 2017 | |
Notes to Financial Statements | |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.GAAP"). 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 Company's 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. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Fiscal Year End The Company elected February 28 as its fiscal year end date. Foreign Currency Transactions The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification ("Section 830-20-35") for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S Dollar, the Company's reporting currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the reporting currency and the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in Section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate. All of the Company's operations are carried out in U.S. Dollars. The Company uses the U.S. Dollar as its reporting currency as well as its functional currency. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents. Website and Amortization Website development costs are capitalized and stated at cost, less accumulated amortization. Amortization is provided using the straight-line method over the estimated useful life of three years. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company's long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, are included in operating expense in the accompanying statements of income and comprehensive income (loss). New accounting standard for Debt Issue Cost and Debt Discount In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 amends previous guidance to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company adopted ASU No.2015-03 regarding the presentation of debt issuance cost in the year end of February 29, 2016. The Company may pay debt issue costs and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are treated as debt discount and are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Original Issuance Discount For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debts or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the binomial option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale date of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: · Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3: Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company's financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the current nature of these instruments. Debt approximates fair value based on interest rates available for similar financial arrangements. Derivative liabilities which have been bifurcated from host convertible debt agreements are presented at fair value. The following are the major categories of liabilities measured at fair value on a recurring basis as of February 28, 2017 and February 29, 2016, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Fair Value Measurements at February 28, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value Derivative liabilities debt $ - $ - $ 9,156 $ 9,156 Less: current portion - - 0 0 Long-term portion $ - $ - $ 9,156 $ 9,156 Fair Value Measurements at February 29, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value Derivative liabilities debt $ - $ - $ 83,049 $ 83,049 Less: current portion - - 0 0 Long-term portion $ - $ - $ 83,049 $ 83,049 Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments, such as warrants, are also valued using the binomial option-pricing model. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Income Taxes Deferred income tax assets and liabilities are provided for based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 the statements of operations in the period that includes the enactment date. 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. The computation of basic and diluted loss per share at February 28, 2017 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: February 28, 2017 Convertible debt 1,370,370 Total 1,370,370 |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Feb. 28, 2017 | |
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 of February 28, 2017, the Company had current assets of $10,841, comprised of $3,653 in cash and $7,188 in prepaid expenses. Current liabilities total $1,003,554 resulting in a working capital deficit of $992,713. The Company currently has no profitable trading activities and has an accumulated deficit of $2,521,541 as at February 28, 2017. This raises substantial doubt about the Company's 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 | 12 Months Ended |
Feb. 28, 2017 | |
Notes to Financial Statements | |
NOTE 4. CONVERTIBLE DEBT | On December 9, 2016, 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 year ended February 28, 2017 amounted to $3,162. From March 1, 2016 to December 15, 2016, the debtholder converted a total of $52,600 of note principle to 4,079,360 common stock shares based on the convertible note agreement. The following is a summary of the Companys conversions: 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 15-Dec-16 $ 3,800 603,174 $ 0.0063 The following is a detail of convertible debt as of February 28, 2017 and February 29, 2016: Description 2017 2016 Convertible promissory note in amount of $60,000, maturing on December 9, 2018, bearing interest 0% per annum, convertible into common stock at a conversion price of 60% of the lowest price in the prior 20 trading days. $ 7,400 $ 60,000 Less: debt discount (4,238 ) (53,685 ) Less: current portion - - Long-term convertible debt, net $ 3,162 $ 6,315 Debt Discount During the years ended February 28, 2017 and February 29, 2016, the Company recorded debt discounts totaling $0 and $58,026, respectively. Amortization of debt discount amounted to $49,448 and $4,341 for the years ended February 28, 2017 and February 29, 2016, respectively during the year ended February 28, 2017. Debt discount consisted of the following at February 28, 2017 and February 29, 2016, respectively: Description 2017 2016 Debt discount $ 58,026 $ 58,026 Accumulated amortization of debt discount (53,788 ) (4,341 ) Debt discount net $ 4,238 $ 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 year end February 28, 2017 and February 29, 2016. Derivative liabilities - February 29, 2016 $ 83,049 Add fair value at the commitment date for convertible notes issued during year end February 28, 2017 - Fair value reduction for derivatives due to note conversion (76,387 ) Fair value mark to market adjustment for derivatives 2,494 Derivative liabilities February 28, 2017 9,156 Less: current portion - Long-term derivative liabilities -- February 28, 2017 $ 9,156 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 recorded 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. The Company recorded derivative interest expenses for the year ended February 28, 2017 of zero and for the year ended February 29, 2016 of $50,443 respectively. The fair value at the commitment and re-measurement dates for the Company's derivative liabilities were based upon the following management assumptions during the year: Assumption Commitment Date Re-measurement Date Expected dividends: 0 % 0 % Expected volatility: 45 % 79.4%~201.5 % Expected term (years): 3 1.78~2.52 Risk free interest rate: 1.22 0.58%~1.29 % |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Feb. 28, 2017 | |
Notes to Financial Statements | |
NOTE 5. RELATED PARTY TRANSACTIONS | In support of the Company's 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, Ms. Yan Li, 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, Mr. Robert Ireland, at $0.014 per share to settle $7,000 related party advance. As at February 28, 2017, the Company had a $282,889 loan outstanding with the Ms. Yan Li and $840 with Mr. Ireland. This compares with the outstanding balance of $216,473 for Ms. Yan Li and $8,000 for Mr. Ireland at February 29, 2016. The loans are non-interest bearing, due upon demand and unsecured. A related party created a website, that was active beginning in August of 2015, and billed the Company $25,000. The expense of this website will be amortized over 36 months at the rate of $694 per month. |
ACCRUED OFFICER COMPENSATION AN
ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION | 12 Months Ended |
Feb. 28, 2017 | |
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. Both agreements were retroactively effective as of December 4, 2015, for a term of 36 months (measured from December 4, 2015). Pursuant to the agreement, both Ms. Yan and Mr. Ireland shall receive an annual salary of $100,500 and 100,000 shares of the Company's common stock. On October 27, 2016, the company issued 50,000 shares to its interim CFO at $0.014 per share for his services and recognized share based compensation expense in the amount of $700 As of February 28, 2017, a total of $719,250 had been accrued as salary compensation payable to the two officers compared to $518,250 at February 29, 2016. As of February 28, 2017, a total of $420,700 stock compensation had been recorded compared to $105,000 for the same period in the prior year to the two officers. |
LEASED PREMISES OBLIGATION
LEASED PREMISES OBLIGATION | 12 Months Ended |
Feb. 28, 2017 | |
Notes to Financial Statements | |
Note 7. LEASED PREMISES OBLIGATION | On December 1, 2015 the Company entered into a lease for office space in Los Angeles, California. The Company paid a deposit of $2,000 and is obligated for a period of 36 months ending on November 30, 2018 to pay a rental fee of $2,000 per month. Minimum future lease commitments are as follows: Year Ending February 28, Amount 2018 24,000 2019 18,000 Total $ 42,000 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Feb. 28, 2017 | |
Notes to Financial Statements | |
Note 8. INCOME TAX | At February 28, 2017, the Company had unused federal and state net operating loss carryforwards available of approximately $701,070, which may be applied against future taxable income, if any, and which expire in various years through 2037. This loss carry forward expires according to the following schedule: Year Ending February 28, 2017 Amount 2034 $ 54,197 2035 - 2036 539,420 2037 107,453 Total $ 701,070 The following is a reconciliation of the tax provision as calculated at the statutory tax rate to the provision as recognized for the years ended February 28, 2017 and February 29, 2016: 2017 2016 Tax provision at statutory rates $ (273,382 ) $ (291,875 ) Effect of permanent difference(s) 165,424 44,541 Change in valuation allowance 107,958 247,334 Net tax expense $ - $ - There were permanent differences and temporary differences to reconcile the tax provision for the years ended February 28, 2017 and February 29, 2016, other than the change in valuation allowance of $107,958 and $247,334 respectively. All tax years from inception remain open for examination by the tax authorities. 2017 2016 Net book income (loss) $ (781,094 ) $ (833,931 ) Permanent difference(s): Share based compensation 420,700 105,000 Change in Derivative Liability 2,494 17,920 Amortization of Debt Discount 49,447 4,341 Temporary difference(s): Accrued officer compensation 201,000 167,250 Taxable income $ (107,453 ) $ (539,420 ) |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Feb. 28, 2017 | |
Notes to Financial Statements | |
NOTE 9. STOCKHOLDERS' DEFICIT | The Company has authorized share capital of 75,000,000 shares of common stock authorized with a par value of $0.001 per share. Pursuant to the terms of the Equity Purchase Agreement, Premier Venture committed to purchase up to $5,000,000 of our common stock during the Open Period. From time to time during the Open Period, we may deliver a put notice (the "Put Notice") to Premier Venture which states the dollar amount that we intend to sell to Premier Venture on a date specified in the Put Notice. The maximum investment amount per notice shall not exceed the lesser of (i) 200% of the average daily trading volume of our common stock on the five trading days prior to the day the Put Notice is received by Premier Venture and (ii) 110% of any previous put amount during the maximum thirty-six (36) month period (however the amount for the preceding (ii) shall never be less than 75,000 shares). The total purchase price to be paid, in connection with each Put Notice, by shall be calculated at The Purchase Price for the Securities for each Put shall be the Put Amount multiplied by seventy percent (70%) of the lowest individual daily volume weighted average price ("VWAP") of the common stock during the five (5) consecutive trading days immediately after the applicable date of the Put Notice, less six hundred dollars ($600.00). In consideration of the execution and delivery of the Equity Purchase Agreement by Premier Venture, we issued Premier Venture 178,571 shares of our common stock. We value these shares of stock at $2.35 per share based on the quoted market price of shares of common stock on the date we entered into the Equity Purchase Agreement. As referenced in NOTE 6, On December 15, 2015, the Company entered into Employment Agreements with its president and its secretary and treasurer, the agreements are retroactively effective as of December 4, 2015, for a term of 36 months (measured from December 4, 2015). Pursuant to the agreement, each officer will receive 100,000 shares of the Company's common stock as compensation each year. 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. By ended February 28, 2017, no compensation shares have been issued and $420,700 stock compensation expense was recorded. For the year ended February 28, 2017, a total of 300,000 shares were issued to three officers as stock compensation. Total value of $420,700 has been recorded for the stock compensation. During the year ended February 28, 2017, 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 | 12 Months Ended |
Feb. 28, 2017 | |
Notes to Financial Statements | |
NOTE 10. SUBSEQUENT EVENTS | In accordance with ASC 855-10, "Subsequent Events", the Company has analyzed its operations subsequent to February 28, 2017 to May 10, 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 March 17, 2017 and April 11, 2017, a holder of the companys convertible debt elected to convert a portion of that debt into 805,555 shares and 822,222 shares of the companys common stock respectively. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Feb. 28, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.GAAP"). |
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 Company's 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. Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Fiscal Year End | The Company elected February 28 as its fiscal year end date. |
Foreign Currency Transactions | The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification ("Section 830-20-35") for foreign currency transactions. Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than U.S Dollar, the Company's reporting currency. Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. A change in exchange rates between the reporting currency and the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in Section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate. All of the Company's operations are carried out in U.S. Dollars. The Company uses the U.S. Dollar as its reporting currency as well as its functional currency. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents. |
Website and Amortization | Website development costs are capitalized and stated at cost, less accumulated amortization. Amortization is provided using the straight-line method over the estimated useful life of three years. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company's long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The impairment charges, if any, are included in operating expense in the accompanying statements of income and comprehensive income (loss). |
New accounting standard for Debt Issue Cost and Debt Discount | In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 amends previous guidance to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company adopted ASU No.2015-03 regarding the presentation of debt issuance cost in the year end of February 29, 2016. The Company may pay debt issue costs and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are treated as debt discount and are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Original Issuance Discount | For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. |
Derivative Financial Instruments | Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debts or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the binomial option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. |
Fair Value of Financial Instruments | The Company measures assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale date of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: · Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3: Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company's financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the current nature of these instruments. Debt approximates fair value based on interest rates available for similar financial arrangements. Derivative liabilities which have been bifurcated from host convertible debt agreements are presented at fair value. The following are the major categories of liabilities measured at fair value on a recurring basis as of February 28, 2017 and February 29, 2016, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): Fair Value Measurements at February 28, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value Derivative liabilities debt $ - $ - $ 9,156 $ 9,156 Less: current portion - - 0 0 Long-term portion $ - $ - $ 9,156 $ 9,156 Fair Value Measurements at February 29, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value Derivative liabilities debt $ - $ - $ 83,049 $ 83,049 Less: current portion - - 0 0 Long-term portion $ - $ - $ 83,049 $ 83,049 Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments, such as warrants, are also valued using the binomial option-pricing model. |
Commitments and Contingencies | Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. |
Income Taxes | Deferred income tax assets and liabilities are provided for based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 the statements of operations in the period that includes the enactment date. |
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. The computation of basic and diluted loss per share at February 28, 2017 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: February 28, 2017 Convertible debt 1,370,370 Total 1,370,370 |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Summary Of Significant Accounting Policies Tables | |
Categories of liabilities measured at fair value | Fair Value Measurements at February 28, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value Derivative liabilities debt $ - $ - $ 9,156 $ 9,156 Less: current portion - - 0 0 Long-term portion $ - $ - $ 9,156 $ 9,156 Fair Value Measurements at February 29, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value Derivative liabilities debt $ - $ - $ 83,049 $ 83,049 Less: current portion - - 0 0 Long-term portion $ - $ - $ 83,049 $ 83,049 |
Summary of computation of basic and diluted loss per share | February 28, 2017 Convertible debt 1,370,370 Total 1,370,370 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Convertible Debt Tables | |
Convertible notes | 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 15-Dec-16 $ 3,800 603,174 $ 0.0063 |
Convertible Debt | Description 2017 2016 Convertible promissory note in amount of $60,000, maturing on December 9, 2018, bearing interest 0% per annum, convertible into common stock at a conversion price of 60% of the lowest price in the prior 20 trading days. $ 7,400 $ 60,000 Less: debt discount (4,238 ) (53,685 ) Less: current portion - - Long-term convertible debt, net $ 3,162 $ 6,315 |
Debt Discount | Description 2017 2016 Debt discount $ 58,026 $ 58,026 Accumulated amortization of debt discount (53,788 ) (4,341 ) Debt discount net $ 4,238 $ 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 year end February 28, 2017 - Fair value reduction for derivatives due to note conversion (76,387 ) Fair value mark to market adjustment for derivatives 2,494 Derivative liabilities February 28, 2017 9,156 Less: current portion - Long-term derivative liabilities -- February 28, 2017 $ 9,156 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 at the commitment and re-measurement | Assumption Commitment Date Re-measurement Date Expected dividends: 0 % 0 % Expected volatility: 45 % 79.4%~201.5 % Expected term (years): 3 1.78~2.52 Risk free interest rate: 1.22 0.58%~1.29 % |
LEASED PREMISES OBLIGATION (Tab
LEASED PREMISES OBLIGATION (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Leased Premises Obligation Tables | |
Minimum future lease | Year Ending February 28, Amount 2018 24,000 2019 18,000 Total $ 42,000 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Feb. 28, 2017 | |
Income Tax Tables | |
Loss carry forward | Year Ending February 28, 2017 Amount 2034 $ 54,197 2035 - 2036 539,420 2037 107,453 Total $ 701,070 |
Reconciliation of the tax provision | 2017 2016 Tax provision at statutory rates $ (273,382 ) $ (291,875 ) Effect of permanent difference(s) 165,424 44,541 Change in valuation allowance 107,958 247,334 Net tax expense $ - $ - |
Permanent and temporary differences to reconcile the tax provision | 2017 2016 Net book income (loss) $ (781,094 ) $ (833,931 ) Permanent difference(s): Share based compensation 420,700 105,000 Change in Derivative Liability 2,494 17,920 Amortization of Debt Discount 49,447 4,341 Temporary difference(s): Accrued officer compensation 201,000 167,250 Taxable income $ (107,453 ) $ (539,420 ) |
ORGANIZATION AND OPERATIONS (De
ORGANIZATION AND OPERATIONS (Details Narrative) | 12 Months Ended |
Feb. 28, 2017 | |
Organization And Operations Details Narrative | |
Date of Incorporation | Sep. 29, 2009 |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Feb. 28, 2017 | Feb. 29, 2016 | Feb. 28, 2015 |
Derivative liabilities - debt | $ 9,156 | $ 83,049 | |
Less: current portion | |||
Long-term portion | 9,156 | 83,049 | |
Quoted Prices in Active Markets for Identical Assets (Member) | |||
Derivative liabilities - debt | |||
Less: current portion | |||
Long-term portion | |||
Significant Other Observable (Member) | |||
Derivative liabilities - debt | |||
Less: current portion | |||
Long-term portion | |||
Significant Unobservable Inputs (Member) | |||
Derivative liabilities - debt | 9,156 | 83,049 | |
Less: current portion | |||
Long-term portion | $ 9,156 | $ 83,049 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | Feb. 28, 2017USD ($) |
Summary Of Significant Accounting Policies Details 1 | |
Convertible debt | $ 1,370,370 |
Total | $ 1,370,370 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Feb. 28, 2017 | Feb. 29, 2016 |
Going Concern Details Narrative | ||
Current assets | $ 10,841 | $ 10,623 |
Cash | 3,653 | 4,998 |
Prepaid expenses | 7,188 | 5,625 |
Current liabilities | 1,003,554 | 752,217 |
Working capital deficit | 992,713 | |
Accumulated deficit | $ (2,521,541) | $ (1,740,447) |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) | 12 Months Ended |
Feb. 28, 2017USD ($)$ / 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 |
15 Dec 16 | |
Principle converted | $ | $ 3,800 |
Shares issued | shares | 603,174 |
Conversion price | $ / shares | $ 0.0063 |
CONVERTIBLE DEBT (Details 1)
CONVERTIBLE DEBT (Details 1) - USD ($) | Feb. 28, 2017 | Dec. 09, 2016 | Feb. 29, 2016 |
Notes to Financial Statements | |||
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. | $ 7,400 | $ 60,000 | $ 60,000 |
Less: debt discount | (4,238) | (53,685) | |
Less: current portion | |||
Long-term convertible debt, net | $ 3,162 | $ 6,315 |
CONVERTIBLE DEBT (Details 2)
CONVERTIBLE DEBT (Details 2) - USD ($) | Feb. 28, 2017 | Feb. 29, 2016 |
Notes to Financial Statements | ||
Debt discount | $ 58,026 | $ 58,026 |
Accumulated amortization of debt discount | (53,788) | (4,341) |
Debt discount - net | $ 4,238 | $ 53,685 |
CONVERTIBLE DEBT (Details 3)
CONVERTIBLE DEBT (Details 3) - USD ($) | 12 Months Ended | |
Feb. 28, 2017 | 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 | (76,387) | |
Fair value mark to market adjustment for derivatives | 2,494 | (17,920) |
Derivative liabilities, Ending | 9,156 | 83,049 |
Less: current portion | ||
Long-term portion | $ 9,156 | $ 83,049 |
CONVERTIBLE DEBT (Details 4)
CONVERTIBLE DEBT (Details 4) | 12 Months Ended |
Feb. 28, 2017 | |
Re-measurement date | |
Expected dividends | 0.00% |
Re-measurement date | Minimum [Member] | |
Expected volatility | 79.40% |
Expected term (years) | 1 year 9 months 11 days |
Risk free interest rate | 0.58% |
Re-measurement date | Maximum [Member] | |
Expected volatility | 201.50% |
Expected term (years) | 2 years 6 months 7 days |
Risk free interest rate | 1.29% |
Commitment date | |
Expected dividends | 0.00% |
Expected volatility | 45.00% |
Expected term (years) | 3 years |
Risk free interest rate | 1.22% |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 15, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | Dec. 09, 2016 | |
Convertible promissory notes | $ 7,400 | $ 60,000 | $ 60,000 | |
Amortization of debt discount | 3,162 | |||
Debt Conversion | $ 52,600 | |||
Debt Conversion common stock shares | 4,079,360 | |||
Convertible promissory note maturity description | December 9, 2018, bearing interest 0% per annum, convertible into common stock at a conversion price of 60% of the lowest price in the prior 20 trading days. | |||
Debt discount - net | (4,238) | (53,685) | ||
Amortization of debt discount | 49,448 | 4,341 | ||
Derivative interest expenses | 0 | 50,443 | ||
Debt Discount [Member] | ||||
Debt discount - net | $ 0 | $ 58,026 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | |||||
Oct. 27, 2016 | Dec. 31, 2015 | Aug. 31, 2015 | Feb. 28, 2017 | Feb. 29, 2016 | Dec. 15, 2015 | |
Price per share | $ 2.10 | |||||
Loan payable - related party | $ 283,729 | $ 224,473 | ||||
Website expenses | $ 25,000 | |||||
Rental fee (monthly) | $ 2,000 | $ 694 | ||||
Estimated useful life | 3 years | |||||
Interim CFO [Member] | ||||||
Shares issued | 50,000 | |||||
Price per share | $ 0.014 | |||||
Chief Executive Officer [Member] | ||||||
Shares issued | 3,000,000 | |||||
Price per share | $ 0.014 | |||||
Loan payable - related party | 282,889 | 216,473 | ||||
Settlement of related party advances | $ 42,000 | |||||
Treasurer and secretary [Member] | ||||||
Shares issued | 500,000 | |||||
Price per share | $ 0.014 | |||||
Loan payable - related party | $ 840 | $ 8,000 | ||||
Settlement of related party advances | $ 7,000 |
ACCRUED OFFICER COMPENSATION 33
ACCRUED OFFICER COMPENSATION AND STOCK COMPENSATION (Details Narrative) - USD ($) | Dec. 04, 2015 | Oct. 27, 2016 | Feb. 28, 2017 | Feb. 29, 2016 | Dec. 15, 2015 |
Price per share | $ 2.10 | ||||
Share based compensation | $ 420,700 | $ 105,000 | |||
Loan payable - related party | 283,729 | 224,473 | |||
Accrued compensation | 719,250 | 518,250 | |||
President [Member] | |||||
Annual salary | $ 100,500 | ||||
Term of agreement | 36 months | ||||
Treasurer and secretary [Member] | |||||
Annual salary | $ 100,000 | ||||
Shares issued | 500,000 | ||||
Price per share | $ 0.014 | ||||
Loan payable - related party | 840 | 8,000 | |||
Term of agreement | 36 months | ||||
Interim CFO [Member] | |||||
Shares issued | 50,000 | ||||
Price per share | $ 0.014 | ||||
Share based compensation | $ 700 | ||||
Chief Executive Officer [Member] | |||||
Shares issued | 3,000,000 | ||||
Price per share | $ 0.014 | ||||
Loan payable - related party | $ 282,889 | $ 216,473 |
LEASED PREMISES OBLIGATION (Det
LEASED PREMISES OBLIGATION (Details) | Feb. 28, 2017USD ($) |
Notes to Financial Statements | |
2,018 | $ 24,000 |
2,019 | 18,000 |
Total | $ 42,000 |
LEASED PREMISES OBLIGATION (D35
LEASED PREMISES OBLIGATION (Details Narrative) - USD ($) | Dec. 15, 2015 | Dec. 31, 2015 | Aug. 31, 2015 | Feb. 28, 2017 |
Rental fee (monthly) | $ 2,000 | $ 694 | ||
Term of Contract | 36 months | 36 months | ||
On December 1, 2015 [Member] | ||||
Deposit | $ 2,000 |
INCOME TAX (Details)
INCOME TAX (Details) | Feb. 28, 2017USD ($) |
Total | $ 701,070 |
2,034 | |
Total | 54,197 |
2,035 | |
Total | |
2,036 | |
Total | 539,420 |
2,037 | |
Total | $ 107,453 |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 12 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Income Tax Details 1 | ||
Tax provision at statutory rates | $ (273,382) | $ (291,875) |
Effect of permanent difference(s) | 165,424 | 44,541 |
Change in valuation allowance | 107,958 | 247,334 |
Net tax expense |
INCOME TAX (Details 2)
INCOME TAX (Details 2) - USD ($) | 12 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Income Tax Details 2 | ||
Net book income (loss) | $ (781,094) | $ (833,931) |
Permanent difference(s): | ||
Share based compensation | 420,700 | 105,000 |
Change in Derivative Liability | (2,494) | 17,920 |
Amortization of Debt Discount | 49,447 | 4,341 |
Temporary difference(s): | ||
Accrued officer compensation | 201,000 | 167,250 |
Taxable income | $ (107,453) | $ (539,420) |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Feb. 28, 2017 | Feb. 29, 2016 | |
Income Tax Details Narrative | ||
Net operating loss carry forwards | $ 701,070 | |
Net operating loss carry forwards expire year | 2,037 | |
Change in the valuation allowance | $ 107,958 | $ 247,334 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | Dec. 15, 2015 | Dec. 31, 2015 | Feb. 28, 2017 | Feb. 29, 2016 |
Price per share | $ 2.10 | |||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 | ||
Consecutive trading days | 5 days | |||
Term of Contract | 36 months | 36 months | ||
Description of equity purchase agreement | (i) 200% of the average daily trading volume of our common stock on the five trading days prior to the day the Put Notice is received by Premier Venture and (ii) 110% of any previous put amount during the maximum thirty-six (36) month period (however the amount for the preceding (ii) shall never be less than 75,000 shares). The total purchase price to be paid, in connection with each Put Notice, by shall be calculated at The Purchase Price for the Securities for each Put shall be the Put Amount multiplied by seventy percent (70%) of the lowest individual daily volume weighted average price ("VWAP") of the common stock during the five (5) consecutive trading days immediately after the applicable date of the Put Notice, less six hundred dollars ($600.00). | |||
Common stock shares issued | 16,557,931 | 8,678,571 | ||
Officer compensation common stock | 100,000 | |||
Shares issued for stock compensation, Amount | $ 420,700 | $ 105,000 | ||
Three Officers [Member] | ||||
Shares issued for stock compensation, Shares | 300,000 | |||
Shares issued for stock compensation, Amount | $ 420,700 | |||
Two Officers [Member] | ||||
Price per share | $ 0.014 | |||
Settlement of related party advances | $ 49,000 | |||
Shares issued | 3,500,000 | |||
Premier Venture [Member] | ||||
Price per share | $ 2.35 | |||
Common stock purchase warrant | $ 5,000,000 | |||
Consecutive trading days | 5 days | |||
Previous put amount | 110.00% | |||
Term of Contract | 36 months | |||
Common stock shares issued | 178,571 |
SUBSEQUENT EVENTS ( Details Nar
SUBSEQUENT EVENTS ( Details Narrative) - shares | Apr. 11, 2017 | Mar. 17, 2017 |
Subsequent Event [Member] | ||
Convertible debt converted to common stock | 822,222 | 805,555 |